Rail Vision (NASDAQ: RVSN) posts $11M 2025 net loss and details risks
Rhea-AI Filing Summary
Rail Vision Ltd., an Israel-based rail safety technology company, reports continued early-stage commercialization in its Annual Report on Form 20-F for the year ended December 31, 2025. The company recorded a net loss of approximately $11 million for 2025 and had an accumulated deficit of about $108 million as of December 31, 2025, reflecting ongoing investment in product development and commercialization.
Rail Vision effected a 30:1 reverse share split of its ordinary shares on February 4, 2026 and had 2,192,186 ordinary shares outstanding as of March 25, 2026. The company qualifies as an emerging growth company under U.S. law and highlights extensive risk factors, including its limited operating history, need for additional capital, competitive and regulatory pressures in global rail markets, cybersecurity and AI-related risks, and challenges in protecting and enforcing its intellectual property portfolio.
Positive
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Key Figures
Key Terms
Non-GAAP Net Loss financial
emerging growth company regulatory
General Data Protection Regulation, GDPR regulatory
passive foreign investment company financial
Leahy-Smith America Invents Act regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
OR
For
the fiscal year ended
OR
OR
Commission
File No.:
(Exact name of registrant as specified in its charter)
Translation of registrant’s name into English: Not applicable
Tel: +972-9-957-7706 | ||
| (Jurisdiction of incorporation or organization) | (Address of principal executive offices) |
Chief Executive Officer
Tel:
(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 registered | Trading Symbol(s) | Name of each exchange on which each class is registered | ||
| The Stock Market LLC | ||||
| The 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: 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 ☐
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 ☐
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.
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.
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 ☐ | |
| 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.
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 | ||
| INTRODUCTION | iii | |
| EMERGING GROWTH COMPANY STATUS | iii | |
| CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | iv | |
| MARKET, INDUSTRY, AND OTHER DATA | v | |
| PART I | ||
| ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS | 1 |
| ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE | 1 |
| ITEM 3. | KEY INFORMATION | 1 |
| A. | [Reserved] | 1 |
| B. | Capitalization and Indebtedness | 1 |
| C. | Reasons for the Offer and Use of Proceeds | 1 |
| D. | Risk Factors | 1 |
| ITEM 4. | INFORMATION ON THE COMPANY | 28 |
| A. | History and Development of the Company | 28 |
| B. | Business Overview | 29 |
| C. | Organizational Structure | 49 |
| D. | Property, Plants and Equipment | 50 |
| ITEM 4A. | UNRESOLVED STAFF COMMENTS | 50 |
| ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS | 50 |
| A. | Operating Results | 51 |
| B. | Liquidity and Capital Resources | 54 |
| C. | Research and Development, Patents and Licenses | 58 |
| D. | Trend Information | 58 |
| E. | Critical Accounting Estimates | 59 |
| ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES | 60 |
| A. | Directors and Senior Management | 60 |
| B. | Compensation | 63 |
| C. | Board Practices | 65 |
| D. | Employees | 79 |
| E. | Share Ownership | 79 |
| F | Disclosure of a registrant’s action to recover erroneously awarded compensation. | 80 |
| ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS | 80 |
| A. | Major Shareholders | 80 |
| B. | Related Party Transactions | 83 |
| C. | Interests of Experts and Counsel | 83 |
| ITEM 8. | FINANCIAL INFORMATION | 83 |
| A. | Statements and Other Financial Information | 83 |
| B. | Significant Changes | 84 |
| ITEM 9. | THE OFFER AND LISTING | 84 |
| A. | Offer and Listing Details | 84 |
| B. | Plan of Distribution | 84 |
| C. | Markets | 84 |
| D. | Selling Shareholders | 84 |
| E. | Dilution | 84 |
| F. | Expenses of the Issue | 84 |
| ITEM 10. | ADDITIONAL INFORMATION | 84 |
| A. | Share Capital | 84 |
| B. | Articles of Association | 84 |
| C. | Material Contracts | 84 |
| D. | Exchange Controls | 85 |
| E. | Taxation | 85 |
| F. | Dividends and Paying Agents | 97 |
| G. | Statement by Experts | 97 |
| H. | Documents on Display | 97 |
| I. | Subsidiary Information | 97 |
| i |
| ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 98 |
| ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES | 98 |
| A. | Debt Securities | 98 |
| B. | Warrants and rights | 98 |
| C. | Other Securities | 98 |
| D. | American Depositary Shares | 98 |
| PART II | ||
| ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES | 99 |
| ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 99 |
| ITEM 15. | CONTROLS AND PROCEDURES | 99 |
| ITEM 16. | [RESERVED] | 99 |
| ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT | 99 |
| ITEM 16B. | CODE OF ETHICS | 100 |
| ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 100 |
| ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES | 100 |
| ITEM 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS | 100 |
| ITEM 16F. | CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT | 100 |
| ITEM 16G. | CORPORATE GOVERNANCE | 101 |
| ITEM 16H. | MINE SAFETY DISCLOSURE | 102 |
| ITEM 16I | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 102 |
| ITEM 16J | INSIDER TRADING POLICIES | 102 |
| ITEM 16K | CYBERSECURITY | 102 |
| PART III | ||
| ITEM 17. | FINANCIAL STATEMENTS | 103 |
| ITEM 18. | FINANCIAL STATEMENTS | 103 |
| ITEM 19. | EXHIBITS | 103 |
| SIGNATURES | 105 | |
| ii |
INTRODUCTION
Unless the context otherwise requires, references in this Annual Report on Form 20-F to the “Company,” “Rail Vision,” “we,” “us,” “our” and other similar designations refer to Rail Vision Ltd. All references to “shares” or “ordinary shares” are to our ordinary shares, no par value. All references to “Israel” are to the State of Israel. “U.S. GAAP” means the generally accepted accounting principles of the United States. Unless otherwise stated, all of our financial information presented in this Annual Report has been prepared in accordance with U.S. GAAP. Any discrepancies in any table between totals and sums of the amounts listed are due to rounding. Unless otherwise indicated, or the context otherwise requires, references in this Annual Report to financial and operational data for a particular year refer to the fiscal year of our company ended December 31 of that year.
Our reporting currency and financial currency is the U.S. dollar. In this Annual Report, “NIS” means New Israeli Shekel, and “$,” “US$” and “U.S. dollars” mean United States dollars.
On February 4, 2026, we effected a reverse share split of our ordinary shares at the ratio of 30:1. Unless the context expressly dictates otherwise, all references to share and per share amounts referred to herein reflect the reverse share split.
Non-GAAP Financial Measures and Key Business Metrics
We present our results of operations in a way that we believe will be the most meaningful and useful to investors, analysts, rating agencies and others who use our financial information to evaluate our performance. Some of our financial measures are not prepared in accordance with generally accepted accounting principles, or non-GAAP, under Securities and Exchange Commission, or the SEC, rules and regulations. For example, in this Annual Report, we present Non-GAAP Net Loss, which is non-GAAP financial measure as defined in Item 10(e) of SEC Regulation S-K. Non-GAAP Net Loss is presented for supplemental informational purposes only, and is not intended to be a substitute for any GAAP financial measures, including net loss, and, as calculated, may not be comparable to companies in other industries or within the same industry with similarly titled measures of performance. In addition, this non-GAAP measure should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Therefore, this non-GAAP financial measure should be considered in addition to, not as a substitute for, or in isolation from, measures prepared in accordance with U.S. GAAP. Where appropriate, reconciliations of our non-GAAP financial measure to the most comparable U.S. GAAP figures are included. For further discussion, see “Item 5 — Operating and Financial Review and Prospects — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Business Metrics and Non-GAAP Financial Measures.”
EMERGING GROWTH COMPANY STATUS
We qualify as an “emerging growth company,” as defined in the U.S. Jumpstart Our Business Startups Act of 2012, or JOBS Act, and we may take advantage of certain exemptions, including exemptions from various reporting requirements that are otherwise applicable to public traded entities that do not qualify as emerging growth companies. These exemptions include:
| ● | not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act; and | |
| ● | not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis). |
Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 13(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, for complying with new or revised accounting standards. We have elected to irrevocably opt out of this extended transition period and, as a result, we are required to comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Under federal securities laws, our decision to opt out of the extended transition period is irrevocable.
| iii |
We will remain an emerging growth company until the earliest of: (i) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion; (ii) the last day of the fiscal year following the fifth anniversary of the date of our initial public offering (i.e., December 31, 2027); (iii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the aggregate worldwide market value of our ordinary shares, including ordinary shares represented by warrants, held by non-affiliates is at least $700 million as of the last business day of our most recently completed second fiscal quarter; or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during any three-year period.
TRADEMARKS
We own or have rights to trademarks, service marks and trade names that we use in connection with the operation of our business, including our corporate name, logos and website names. Other trademarks, service marks and trade names appearing in this Annual Report on Form 20-F are the property of their respective owners. Solely for convenience, some of the trademarks, service marks and trade names referred to in this Annual Report on Form 20-F are listed without the ® and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights to our trademarks, service marks and trade names.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information included or incorporated by reference in this Annual Report may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these statements are identified.
These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development, completion and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future.
Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.
Important factors that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements, including, but not limited to, the factors summarized below:
| ● | our limited operating history; | |
| ● | our current and future capital requirements; | |
| ● | our ability to manufacture, market and sell our products and to generate significant revenues; | |
| ● | our intention to advance our technologies and commercialization efforts; | |
| ● | our ability to maintain our relationships with key partners and grow relationships with new partners; | |
| ● | our ability to maintain or protect the validity of our U.S. and other patents and other intellectual property; | |
| iv |
| ● | our ability to launch and penetrate markets in new locations and new market segments; | |
| ● | our ability to retain key executive members and hire additional personnel; | |
| ● | our ability to maintain and expand intellectual property rights; | |
| ● | interpretations of current laws and the passages of future laws; | |
| ● | our ability to achieve greater regulatory compliance needed in existing and new markets; | |
| ● | the overall demand for passenger and freight transport; | |
| ● | our ability to achieve key performance milestones in our planned operational testing; | |
| ● | our ability to establish adequate sales, marketing, production and distribution channels; | |
| ● | acceptance of our business model by investors; | |
| ● | our ability to maintain the listing of our ordinary shares on Nasdaq; | |
| ● | changes in tariffs, trade barriers, price and exchange controls and other regulatory requirements and the impact of such policies on us, our customers and suppliers, and the global economic environment | |
| ● | the fact that we conduct business in multiple foreign jurisdictions, exposing us to foreign currency exchange rate fluctuations, logistical and communications challenges, burdens and costs of compliance with foreign laws and political and economic instability in each jurisdiction; | |
| ● | adverse federal, state and local government regulation, in the United States, Europe or Israel and other foreign jurisdictions; | |
| ● | security, political and economic instability in the Middle East that could harm our business, including due to the current security situation in Israel; and | |
| ● | those factors referred to in “Item 3.D. Risk Factors,” “Item 4. Information on the Company,” and “Item 5. Operating and Financial Review and Prospects,” as well as in this Annual Report on Form 20-F generally. |
These statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance, or achievements to be materially different from those anticipated by the forward-looking statements. We discuss many of these risks in this Annual Report on Form 20-F in greater detail under the heading “Risk Factors” and elsewhere in this Annual Report on Form 20-F. You should not rely upon forward-looking statements as predictions of future events.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by law, we are under no duty to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Annual Report on Form 20-F.
MARKET, INDUSTRY AND OTHER DATA
Market data and certain industry data and forecasts used throughout this Annual Report on Form 20-F were obtained from sources we believe to be reliable, including market research databases, publicly available information, reports of governmental agencies, and industry publications and surveys. We have relied on certain data from third party sources, including industry forecasts and market research, which we believe to be reliable based on our management’s knowledge of the industry. While we are not aware of any misstatements regarding the industry data presented in this Annual Report on Form 20-F, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” and elsewhere in this Annual Report on Form 20-F.
Statements made in this Annual Report on Form 20-F concerning the contents of any agreement, contract or other document are summaries of such agreements, contracts or documents and are not a complete description of all of their terms. If we filed any of these agreements, contracts or documents as exhibits to this Report or to any previous filing with the SEC you may read the document itself for a complete understanding of its terms.
| v |
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
A. [Reserved]
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
You should carefully consider the risks described below, together with all of the other information in this Annual Report on Form 20-F. The risks and uncertainties described below are those significant risk factors, currently known and specific to us, that we believe are relevant to an investment in our securities. Additional risks and uncertainties not currently known to us or that we now deem immaterial may also harm us. If any of these risks materialize our business, results of operations or financial condition could suffer, and the price of our ordinary shares could decline substantially.
Summary Risk Factors
Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors” below. These risks include, among others, the following:
Risks Related to Our Financial Condition and Capital Requirements
| ● | We are an early commercialization stage company and have a limited operating history on which to assess the prospects for our business, have incurred significant losses since the date of our inception, and anticipate that we will continue to incur significant losses until we are able to successfully commercialize our products. | |
| ● | We have not generated significant revenue from the sale of our current products and may never be profitable. | |
| ● | We expect that we will need to invest significant time and raise substantial additional capital before we can expect to become profitable from sales of our products. This additional capital may not be available on acceptable terms, or at all. Failure to obtain this necessary capital when needed may force us to delay, limit or terminate our product development efforts or other operations. Raising additional capital would cause dilution to our existing shareholders, and may affect the rights of existing shareholders. |
| 1 |
Risks Related to Our Business and Industry
| ● | We depend entirely on the success of our current products that we have started to commercialize and that we may further develop, we may not be able to successfully introduce these products and commercialize them, and we may not be able to successfully manage our planned growth, and our operating results and financial condition may fluctuate. Defects in products could give rise to product returns or product liability, warranty or other claims that could result in material expenses, diversion of management time and attention, and damage to our reputation. | |
| ● | Our business may be adversely affected by changes in railway safety regulations. | |
| ● | Under applicable employment laws, we may not be able to enforce covenants not to compete and therefore may be unable to prevent our competitors from benefiting from the expertise of some of our former employees. | |
| ● | The markets in which we participate are competitive and our failure to compete successfully could cause any future revenues and the demand for our products not to materialize or to decline over time. | |
| ● | If our relationships with suppliers for our products and services, especially with single source suppliers of components of our products, were to terminate or our manufacturing arrangements were to be disrupted, our business could be interrupted. | |
| ● | We are an international business, and we are exposed to various global and local risks that could have a material adverse effect on our financial condition and results of operations. | |
| ● | Significant disruptions of our information technology systems or breaches of our data security could adversely affect our business. Additionally, we are subject to data ownership and privacy regulations which may expose us to lawsuits and sanctions for violations. | |
| ● | We are exposed to fluctuations in currency exchange rates, which could negatively affect our financial condition and results of operations. | |
| ● | Certain events, developments, or social media posts and interactions may impact our reputation. | |
| ● | Our business, operating results and growth rates may be adversely affected by current or future unfavorable economic and market conditions and adverse developments with respect to financial institutions and associated liquidity risk. | |
| ● | Scrutiny of sustainability and environmental, social, and governance\ initiatives could increase our costs or otherwise adversely impact our business. |
Risks Related to Our Intellectual Property
| ● | If we are unable to obtain and maintain effective patent rights for our products, we may not be able to compete effectively in our markets. If we are unable to protect the confidentiality of our trade secrets or know-how, such proprietary information may be used by others to compete against us, affecting our ability to compete. | |
| ● | We may be involved in lawsuits to protect or enforce our intellectual property, which could be expensive, time consuming, and unsuccessful and we may be subject to claims challenging the inventorship of our intellectual property, and we may not be able to protect our intellectual property rights throughout the world. |
| 2 |
Risks Related to the Ownership of Our Securities
| ● | As a “foreign private issuer” we are permitted, and intend, to follow certain home country corporate governance practices instead of otherwise applicable SEC and Nasdaq requirements, which may result in less protection than is accorded to investors under rules applicable to domestic U.S. issuers. | |
| ● | We may be a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes in the current taxable year or may be one in any subsequent taxable year. There generally would be negative tax consequences for U.S. taxpayers that are holders of our ordinary shares if we are or were to become a PFIC. | |
| ● | We may be subject to securities litigation, which is expensive and could divert management attention. | |
| ● | The market price of our securities may be highly volatile, and you could lose all or part of your investment. |
Risks Related to Israeli Law and Our Incorporation, Location and Operations in Israel
| ● | Our headquarters, research and development and other significant operations are located in Israel, and, therefore, our results may be adversely affected by political, economic and military instability in Israel. | |
| ● | Provisions of Israeli law and our articles of association may delay, prevent or otherwise impede a merger with, or an acquisition of, our company, even when the terms of such a transaction are favorable to us and our shareholders. | |
| ● | Your rights and responsibilities as a holder of our securities are governed by Israeli law, which differs in some material respects from the rights and responsibilities of shareholders of U.S. companies. | |
| ● | It may be difficult to enforce a judgment of a U.S. court against us and our officers and directors and the Israeli experts named in this Annual Report in Israel or the United States, to assert U.S. securities laws claims in Israel or to serve process on our officers and directors and these experts. | |
| ● | Our operations may be disrupted as a result of the obligation of management or key personnel to perform military service. |
General Risk Factors
| ● | If we fail to maintain compliance with the Nasdaq minimum listing requirements, our ordinary shares will be subject to delisting. Our ability to publicly or privately sell equity securities and the liquidity of our ordinary shares could be adversely affected if our ordinary shares are delisted. | |
| ● | Sales of a substantial number of our ordinary shares in the public market by our existing shareholders could cause our share price to fall. | |
| ● | Raising additional capital or the issuance of additional equity securities would cause dilution to our existing shareholders and may affect the rights of existing shareholders or the market price of our ordinary shares. |
Risks Related to Our Financial Condition and Capital Requirements
We are an early commercialization stage company and have a limited operating history on which to assess the prospects for our business, have incurred significant losses since the date of our inception, and anticipate that we will continue to incur significant losses until we are able to successfully commercialize our products.
We are an early commercialization stage company with a limited operating history and have not yet generated significant revenues from our sales and operations. We have incurred net losses since our inception in 2016, including net losses of approximately $11 million for the year ended December 31, 2025. As of December 31, 2025, we had an accumulated deficit of approximately $108 million.
| 3 |
We have devoted substantially all of our financial resources to develop our solutions and have begun the process to invest in our sales and marketing activities as we start to transition to an early commercialization stage company. We have financed our operations primarily through the issuance of equity securities. See “Item 5. Operating and Financial Review and Prospects— B. Operating Results— Financing Activities” and for additional information. The amount of our future net losses will depend, in part, on completing the development of our products, the rate of our future expenditures and our ability to obtain funding through the issuance of our securities, strategic collaborations or grants. We expect to continue to incur significant losses until we are able to successfully commercialize our products. We anticipate that our expenses will increase substantially if and as we:
| ● | continue the development and testing of our products; | |
| ● | establish a sales, marketing, production and distribution infrastructure to commercialize our products; | |
| ● | seek to identify, assess, acquire, license, and/or develop other products and subsequent generations of our current products; | |
| ● | seek to maintain, protect, and expand our intellectual property portfolio; | |
| ● | seek to attract and retain skilled personnel; and | |
| ● | create additional infrastructure to support our operations as a public company and our product development and planned future commercialization efforts. |
We have not generated significant revenues from the sale of our current products and may never be profitable.
While we have commenced commercialization efforts of our products, we have not yet generated significant revenues since the date of our inception. Our first revenues were recorded in our unaudited interim condensed financial statements for the period ended June 30, 2021. Our ability to generate revenue and achieve profitability depends on our ability to successfully complete the development of, and to commercialize, our products. Our ability to generate future revenue from product sales depends heavily on our success in many areas, including but not limited to:
| ● | completing development and testing of our products; | |
| ● | establishing and maintaining supply and manufacturing relationships with third parties that can provide adequate (in amount and quality) products to support market demand for our products; | |
| ● | launching and commercializing products, either directly or with a collaborator or distributor; | |
| ● | addressing any competing technological and market developments; | |
| ● | identifying, assessing, acquiring and/or developing new products; | |
| ● | negotiating favorable terms in any collaboration, licensing or other arrangements into which we may enter; | |
| ● | maintaining, protecting and expanding our portfolio of intellectual property rights, including patents, trade secrets and know-how; and | |
| ● | attracting, hiring and retaining qualified personnel. |
We expect that we will need to invest significant time and raise substantial additional capital before we can expect to become profitable from sales of our products. This additional capital may not be available on acceptable terms, or at all. Failure to obtain this necessary capital when needed may force us to delay, limit or terminate our product development efforts or other operations.
We expect that we will need to invest significant time and require substantial additional capital to commercialize our products. In addition, our operating plans may change as a result of many factors that may currently be unknown to us, and we may need to seek additional funds sooner than planned. Our future capital requirements will depend on many factors, including but not limited to:
| ● | the scope, rate of progress, results and cost of product development, testing and other related activities; |
| 4 |
| ● | the cost of establishing commercial supplies of our products; | |
| ● | the cost and timing of establishing sales, marketing, production and distribution capabilities; and | |
| ● | the terms and timing of any collaborative, licensing, and other arrangements that we may establish. |
Any additional fundraising efforts may divert our management from their day-to-day activities, which may adversely affect our ability to develop and commercialize our products. In addition, we cannot guarantee that future financing will be available, when needed, in sufficient amounts or on terms acceptable to us, if at all. Moreover, the terms of any financing may adversely affect the holdings or the rights of our shareholders and the issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the market price of our ordinary shares to decline. The incurrence of indebtedness could result in increased fixed payment obligations, and we may be required to agree to certain restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business. We could also be required to seek funds through arrangements with collaborative partners or otherwise at an earlier stage than otherwise would be desirable, and we may be required to relinquish rights to some of our technologies or products or otherwise agree to terms unfavorable to us, any of which may have a material adverse effect on our business, operating results and prospects. Even if we believe that we have sufficient funds for our current or future operating plans, we may seek additional capital if market conditions are favorable or if we have specific strategic considerations.
If we are unable to obtain funding on a timely basis, we may be required to significantly curtail, delay or discontinue one or more of our research or development programs or the commercialization of our products or be unable to expand our operations or otherwise capitalize on our business opportunities, as desired, which could materially affect our business, financial condition and results of operations.
Raising additional capital would cause dilution to our existing shareholders, and may affect the rights of existing shareholders.
We may seek additional capital through a combination of private and public equity offerings, debt financings and collaborations and strategic and licensing arrangements. To the extent that we raise additional capital through the issuance of equity or convertible debt securities, your ownership interest will be diluted, and the terms may include liquidation or other preferences that adversely affect your rights as a holder of our ordinary shares.
Risks Related to Our Business and Industry
We depend entirely on the success of our current products that we have started to commercialize and that we may further develop, and we may not be able to successfully introduce these products and commercialize them.
We are currently in the early commercialization stage. Until recently, we have invested almost all of our efforts and financial resources in the research, development and testing of our products in development. As a result, our business is entirely dependent on our ability to complete the development of, and to successfully commercialize, our product candidates. The process of development and commercialization is long, complex, costly and uncertain of outcome. While we have several ongoing tests with train operators through which we hope to demonstrate our technology, we cannot assure you that any of these programs will result in subsequent sales of our products.
Defects in products could give rise to product returns or product liability, warranty or other claims that could result in material expenses, diversion of management time and attention, and damage to our reputation.
Even if we are successful in introducing our products to the market, our products may contain undetected defects or errors that, despite testing, are not discovered until after a product has been used. Specifically, our safety device is complex and could have, or could be alleged to have, defects in design or manufacturing or other errors or failures. This could result in delayed market acceptance of those products, claims from distributors, end-users or others, increased end-user service and support costs and warranty claims, damage to our reputation and business, or significant costs to correct the defect or error. Furthermore, we face a risk of exposure to claims in the event that our products are used in connection with autonomous train operations, and do not perform as expected or experience a malfunction that results in personal injury or death.
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Any claim brought against us, regardless of its merit, could result in material expense, diversion of management time and attention, and damage to our reputation, and could cause us to fail to retain or attract customers.
We currently maintain a limited coverage of product liability insurance, which could materially affect our financial condition in the event we have a product liability claim.
Currently, we maintain limited coverage of product liability insurance in the amount of $3 million. It is likely that our current and/or any future product liability insurance that we will have in the future will be subject to significant deductibles and there is no guarantee that such insurance will be available or adequate to protect against all such claims, or we may elect to self-insure with respect to certain matters. Costs or payments made in connection with warranty and product liability claims and product recalls or other claims could materially affect our financial condition and results of operations.
Our business may be adversely affected by changes in railway safety regulations.
As the autonomous train industry continues to develop, regulators, including the U.S. Department of Transportation’s Federal Railroad Administration, or FRA, and the European Union Agency for Railways, or ERA, may adapt existing regulations and create new ones in order to ensure the compatibility of autonomous trains and autonomous train technology with regulatory expectations, requirements relating to safety and legal liability. On March 29, 2018, for instance, the FRA issued a formal Request For Information, or RFI, regarding the “future of automation in the railroad industry,” which is part of a broader effort by the U.S. Department of Transportation to advance the safe deployment of autonomous technologies. We cannot anticipate what regulations will materialize from the FRA’s RFI, or from parallel inquiries underway in other countries in which we operate. Likewise, we cannot predict the limitations, restrictions and controls nor the economic consequences flowing from such regulations. Should restrictive regulations apply, they could delay the introduction of autonomous train technology, cause us to redesign aspects of our products, impose additional costs and adversely affect our results of operations. We cannot assure you that we have been or will be at all times in complete compliance with such laws, regulations and permits.
Our operating results and financial condition may fluctuate.
Even if we are successful in introducing our products to the market, the operating results and financial condition of our company may fluctuate from quarter to quarter and year to year and are likely to continue to vary due to a number of factors, many of which will not be within our control. If our operating results do not meet the guidance that we provide to the marketplace or the expectations of securities analysts or investors, the market price of our ordinary shares will likely decline. Fluctuations in our operating results and financial condition may be due to a number of factors, including those listed below:
| ● | the degree of market acceptance of our products and services; | |
| ● | the mix of products and services that we sell during any period; | |
| ● | long sale cycles; | |
| ● | changes in the amount that we spend to develop, acquire or license new products, technologies or businesses; | |
| ● | changes in the amounts that we spend to promote our products and services; | |
| ● | changes in the cost of satisfying our warranty obligations and servicing our installed base of systems; |
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| ● | delays between our expenditures to develop and market new or enhanced systems and the generation of sales from those products; | |
| ● | development of new competitive products and services by others; | |
| ● | difficulty in predicting sales patterns and reorder rates; | |
| ● | litigation or threats of litigation, including intellectual property claims by third parties; | |
| ● | changes in accounting rules and tax laws; | |
| ● | changes in regulations and standards; | |
| ● | the geographic distribution of our sales; | |
| ● | our responses to price competition; | |
| ● | general economic and industry conditions that affect end-user demand and end-user levels of product design and manufacturing; | |
| ● | changes in interest rates that affect returns on our cash balances and short-term investments; | |
| ● | changes in dollar-NIS exchange rates that affect the value of our net assets, future revenues and expenditures from and/or relating to our activities carried out in those currencies; | |
| ● | the level of research and development activities by our company; and | |
| ● | changes in end-use/end-user governmental regulation policy. |
Due to all of the foregoing factors, and the other risks discussed herein, you should not rely on quarter to quarter and year to year comparisons of our operating results as an indicator of our future performance.
The markets in which we participate are competitive. Even if we are successful in completing the development of our products in development, our failure to compete successfully could cause any future revenues and the demand for our products not to materialize or to decline over time.
We aim to sell our products to train operators and/or rolling stock manufacturers. Many of our current and potential competitors have extensive track records and relationships within the rail industry and/or the automotive industry. Many of our current and potential competitors have longer operating histories and more extensive name recognition than we have and may also have greater financial, marketing, manufacturing, distribution and other resources than we have. Current and future competitors may be able to respond more quickly to new or emerging technologies and changes in customer demands and to devote greater resources to the development, promotion and sale of their products than we can. Our current and potential competitors may develop and market new technologies that render our existing or future products obsolete, unmarketable or less competitive (whether from a price perspective or otherwise). We cannot assure you that we will be able to establish a competitive position or to compete successfully against current and future sources of competition.
If our relationships with suppliers for our products and services, especially with single source suppliers of components of our products, were to terminate or our manufacturing arrangements were to be disrupted, our business could be interrupted.
We purchase component parts that are used in our products from third-party suppliers. While there are several potential suppliers of most of these component parts that we use, we currently choose to use only one or a limited number of suppliers for several of these components. Our reliance on a single or limited number of vendors involves a number of risks, including:
| ● | potential shortages of some key components; |
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| ● | product performance shortfalls, if traceable to particular product components, since the supplier of the faulty component cannot readily be replaced; | |
| ● | discontinuation of a product on which we rely; | |
| ● | potential delays of several months in the delivery of components in the event a replacement product is sought; | |
| ● | potential insolvency of these vendors; and | |
| ● | reduced control over delivery schedules, manufacturing capabilities, quality and costs. |
In addition, we require any new supplier to become “qualified” pursuant to our internal procedures. The qualification process involves evaluations of varying durations, which may cause production delays if we were required to qualify a new supplier unexpectedly. We generally assemble our systems and parts based on our internal forecasts and the availability of assemblies, components and finished goods that are supplied to us by third parties, which are subject to various lead times. If certain suppliers were to decide to discontinue production of an assembly, or component that we use, the unanticipated change in the availability of supplies, or unanticipated supply limitations, could cause delays in, or loss of, sales, increased production or related costs and consequently reduced margins, and damage to our reputation. If we were unable to find a suitable supplier for a particular component or compound, we could be required to modify our existing products or the end-parts that we offer to accommodate substitute components or compounds.
Furthermore, in some of our agreements, customers require the ability to maintain systems for a period of at least ten years. During such a long period, there is a risk that some of the system components of our products will become obsolete and will not be available from our suppliers. Therefore, there is a risk that we will be obliged to hold an inventory of components that may become obsolete, or be forced to locate or develop alternatives to such components.
Discontinuation of operations at our or third-parties’ manufacturing sites could prevent us from timely fulfilling customer orders and could lead to unforeseen costs for us.
We plan to assemble and test the systems that we sell at single facilities in various locations that are specifically dedicated to separate categories of systems. Because of our reliance on all of these production facilities, any disruption to the operations of these facilities could materially damage our ability to deliver our products to our customers on schedule. Depending on the cause of the disruption, we could also incur significant costs to remedy the disruption and resume product shipments. Such disruptions may be caused by, among other factors, earthquakes, fire, flood, and other natural disasters. Accordingly, any prolonged or significant disruption could result in a material adverse effect on our business, results of operations and earnings, and could also potentially damage our reputation. Additionally, we rely on third-party manufacturers for components of our products, and we do not have control over the facilities of these third-party manufacturers.
In order to mitigate certain supply chain and production risks and increase operational flexibility in the event of disruptions or rapid increases in customer demand, we have initiated a process to certify turnkey subcontractors capable of performing system assembly and procurement activities in accordance with our quality and technical requirements. These subcontractors are qualified to enable partial transfer or expansion of manufacturing and purchasing activities when needed. However, the onboarding and certification of such subcontractors requires time and resources, and their availability, capacity, and performance cannot be fully guaranteed. Accordingly, there can be no assurance that these measures will fully prevent delays or operational disruptions in the event of significant supply chain constraints or rapid order ramp-ups.
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We are an international business, and we are exposed to various global and local risks that could have a material adverse effect on our financial condition and results of operations.
We operate globally and develop and market products in multiple countries. Consequently, we face complex legal and regulatory requirements in multiple jurisdictions, which may expose us to certain financial and other risks. In addition, we are subject to global events beyond our control, including war, public health crises, such as pandemics and epidemics, trade disputes and other international events. Any of these changes could have a material adverse effect on our reputation, business, financial condition or results of operations.
International sales and operations are subject to a variety of risks, including:
| ● | foreign currency exchange rate fluctuations; | |
| ● | greater difficulty in staffing and managing foreign operations; | |
| ● | greater risk of uncollectible accounts; | |
| ● | longer collection cycles; | |
| ● | logistical and communications challenges; | |
| ● | potential adverse changes in laws and regulatory practices, including export license requirements, trade barriers, tariffs and tax laws; | |
| ● | changes in labor conditions; | |
| ● | burdens and costs of compliance with a variety of foreign laws; | |
| ● | political and economic instability; | |
| ● | the escalation of hostilities in Israel, which could impair our ability to manufacture our products; |
| ● | increases in duties and taxation; | |
| ● | foreign tax laws and potential increased costs associated with overlapping tax structures; | |
| ● | greater difficulty in protecting intellectual property; | |
| ● | the risk of third-party disputes over ownership of intellectual property and infringement of third-party intellectual property by our products; and | |
| ● | general economic and political conditions in these foreign markets. |
International markets are also affected by economic pressure to contain reimbursement levels and healthcare costs. Profitability from international operations may be limited by risks and uncertainties related to regional economic conditions, regulatory and reimbursement approvals, competing products, infrastructure development, intellectual property rights protection and our ability to implement our overall business strategy. We expect these risks will increase as we pursue our strategy to expand operations into new geographic markets. We may not succeed in developing and implementing effective policies and strategies in each location where we conduct business. Any failure to do so may harm our business, results of operations and financial condition.
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Changes to trade policy, including tariff and customs regulations, or failure to comply with such regulations may have an adverse effect on our reputation, business, financial condition and results of operations.
Changes in U.S. or international social, political, regulatory and economic conditions or in laws and policies governing trade, manufacturing, development and investment in the countries where we currently conduct our business could adversely affect our business, reputation, financial condition and results of operations. Changes or proposed changes in U.S. or other countries’ trade policies may result in restrictions and economic disincentives on international trade.
The U.S. government has recently imposed, or is currently considering imposing, tariffs on certain products, on certain trade partners, including Israel. On February 20, 2026, the Supreme Court ruled that the International Emergency Economic Powers Act (“IEEPA”) does not authorize a U.S. President to impose tariffs during peacetime national emergencies and that the challenge to the legality of the tariffs imposed under IEEPA (the “incremental tariffs”) was within the exclusive jurisdiction of the U.S. Court of International Trade. In response to this ruling, the U.S. President signed a proclamation imposing a new 10% global tariff under Section 122 of the Trade Act of 1974, effective February 24, 2026, and subsequently increased these tariffs to 15% on February 21, 2026. Section 122 tariffs are subject to a 150-day statutory limit unless extended by Congress. In addition, the Office of the U.S. Trade Representative has announced it will initiate new Section 301 investigations into trading partners’ unfair practices, which could result in additional tariffs.
Tariffs, economic sanctions and other changes in U.S. trade policy have in the past and could in the future trigger retaliatory actions by affected countries, and certain foreign governments have instituted or are considering imposing retaliatory measures on certain U.S. goods. Further, any emerging protectionist or nationalist trends (whether regulatory- or consumer-driven) either in the United States or in other countries could affect the trade environment. Our business, like many other corporations, would be impacted by changes to the trade policies of the United States and foreign countries (including governmental action related to tariffs, international trade agreements, or economic sanctions). We cannot predict whether, and to what extent, trade policies will change in the future. If tariffs or other trade restrictions are imposed on products manufactured in Israel while we remain dependent on Israeli manufacturing, our cost of goods sold for the U.S. market may increase materially, which could negatively impact our gross margins and limit our pricing flexibility. Additionally, changes to trade agreements or customs regulations between the U.S. and Israel could increase lead times, introduce logistical complexities, or require modifications to our supply chain planning. These or similar trade-related developments may have a material adverse effect on our business, financial condition, and results of operations.
Our business and operations might be adversely affected by security breaches, including any cybersecurity incidents.
We depend on the efficient and uninterrupted operation of our computer and communications systems, and those of our consultants, contractors and vendors, which we use for, among other things, sensitive company data, including our intellectual property, financial data and other proprietary business information.
While certain of our operations have business continuity and disaster recovery plans and other security measures intended to prevent and minimize the impact of IT-related interruptions, our IT infrastructure and the IT infrastructure of our consultants, contractors and vendors are vulnerable to damage from cyberattacks, computer viruses, unauthorized access, electrical failures and natural disasters or other catastrophic events. We could experience failures in our information systems and computer servers, which could result in an interruption of our normal business operations and require substantial expenditure of financial and administrative resources to remedy. System failures, accidents or security breaches can cause interruptions in our operations and can result in a material disruption of our targeted phage therapies, product candidates and other business operations. To the extent that any disruption or security breach were to result in a loss of, or damage to, our data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur regulatory investigations and redresses, penalties and liabilities and the development of our product candidates could be delayed or otherwise adversely affected.
Even though we believe we carry commercially reasonable business interruption and liability insurance, we might suffer losses as a result of business interruptions that exceed the coverage available under our insurance policies or for which we do not have coverage. For example, we are not insured against terrorist attacks or cyberattacks. Any natural disaster or catastrophic event could have a significant negative impact on our operations and financial results. Moreover, any such event could delay the development of our product candidates.
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We incorporate artificial intelligence into our products. This technology is new and developing and may present both compliance and reputational risks.
Our products incorporate AI-based Advanced Driver Assistance Systems (ADAS) for railway operations, which are inherently subject to complex operational and safety-critical risks. Unlike traditional deterministic software, these AI models are statistically driven and non-deterministic, meaning they may exhibit unpredictable behavior in real-world scenarios. The performance of our ADAS depends on the system’s ability to accurately detect obstacles like trains, people, animals, vehicles, or any type of anomaly, especially under adverse conditions, such as fog, glare, or rare ‘long-tail’ events. Any failure to do so (false negatives) or the generation of excessive unjustified alerts (false positives) could lead to accidents, operational delays, or ‘alarm fatigue’ that erodes driver trust. Furthermore, the lack of explainability in AI decision-making complicates incident investigations and may conflict with rigorous railway safety standards and certification requirements. Any model update or retraining could necessitate costly and time-consuming re-certification. Failure of our AI to perform reliably, or to comply with evolving regulations, could result in significant legal liability, including claims related to property damage or personal injury, reputational damage, and a material adverse effect on our business and financial results.
We are subject to data ownership and privacy regulations which may expose us to lawsuits and sanctions for violations.
Under the General Data Protection Regulation, GDPR, of the European Union, there are general restrictions regarding the photographing of images without the knowledge and permission of the person being photographed. In this context, the information collected by our system’s detection units must be protected and encrypted. Failure to comply with these regulations under the GDPR may expose us to lawsuits and sanctions for such violations. In addition, the ownership of the information collected through our system’s detection units is determined in accordance with the local law under which the train operates and will usually remain the property of the customer, with us receiving only limited permission to make use of the information for system improvement but not for other uses, and all subject to the provisions of the said law. These limitations may impede the implementation of our plans to develop certain services through the processing of information obtained by the systems.
We are subject to certain U.S. and foreign anticorruption, anti-money laundering, export control, sanctions and other trade laws and regulations. We can face serious consequences for violations.
Among other matters, U.S. and foreign anticorruption, anti-money laundering, export control, sanctions and other trade laws and regulations, which are collectively referred to as Trade Laws, prohibit companies and their employees, agents, legal counsel, accountants, consultants, contractors and other partners from authorizing, promising, offering, providing, soliciting or receiving, directly or indirectly, corrupt or improper payments or anything else of value to or from recipients in the public or private sector. Violations of Trade Laws can result in substantial criminal fines and civil penalties, imprisonment, the loss of trade privileges, debarment, tax reassessments, breach of contract and fraud litigation, reputational harm, and other consequences. We have direct or indirect interactions with officials and employees of government agencies or government-affiliated hospitals, universities and other organizations. We also expect our non-U.S. activities to increase over time. We plan to engage third parties to obtain necessary permits, licenses, patent registrations and other regulatory approvals, and we can be held liable for the corrupt or other illegal activities of our personnel, agents or partners, even if we do not explicitly authorize or have prior knowledge of such activities.
Scrutiny of sustainability and environmental, social, and governance (“ESG”) initiatives could increase our costs or otherwise adversely impact our business.
Public companies have recently faced scrutiny related to ESG practices and disclosures from certain investors, capital providers, shareholder advocacy groups, other market participants and other stakeholder groups. Such scrutiny may result in increased costs, enhanced compliance or disclosure obligations, or other adverse impacts on our business, financial condition, or results of operations. Scrutiny may come from stakeholders both supporting and opposing ESG initiatives, adding complexity to our compliance and communication efforts.
If our ESG practices and reporting do not meet investor or other stakeholder expectations, we may be subject to investor or regulator engagement regarding such matters. Failure to comply with applicable ESG rules or regulations could lead to penalties, enforcement actions, adverse publicity, or could negatively affect our reputation, access to capital, or employee retention.
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Evolving ESG-related regulations, such as sustainability reporting requirements, supply-chain diligence obligations, and international frameworks (including the EU Corporate Sustainability Reporting Directive (CSRD)), may also affect our contract manufacturers, suppliers, and other third parties. Any inability of such third parties to comply with applicable ESG standards may disrupt our supply chain or otherwise negatively effect our business, financial condition, or results of operations.
Increasing inflation could adversely affect our business, financial condition, results of operations or cash flows.
Inflation and some of the measures taken by or that may be taken by the governments in countries where we operate in an attempt to curb inflation may have negative effects on the economies of those countries generally. If the United States or other countries where we operate experience substantial inflation in the future, our business may be adversely affected. This could have a material adverse impact on our business, financial condition, results of operations or cash flows.
Changes in U.S. and foreign tax laws could have a material adverse effect on our business, cash flow, results of operations or financial conditions
We are subject to tax laws, regulations, and policies of several taxing jurisdictions. Changes in tax laws, as well as other factors, could cause us to experience fluctuations in our tax obligations and effective tax rates and otherwise adversely affect our tax positions and/or our tax liabilities. Recently, legislation commonly known as the One Big Beautiful Bill Act (OBBBA) was signed into law in July 2025, which enacts significant changes to U.S tax and related laws, including but not limited to current deduction of domestic research expenses, increasing the limit of the deduction of interest expense to thirty percent of EBITDA and one hundred percent bonus depreciation on eligible property acquired after January 19, 2025. Further, many countries, and organizations such as the Organization for Economic Cooperation and Development have proposed implementing changes to existing tax laws. Any of these developments or changes in federal, state, or international tax laws or tax rulings could adversely affect our effective tax rate and our operating results. There can be no assurance that our effective tax rates, tax payments, or tax credits and incentives will not be adversely affected by these or other developments or changes in law.
We may not be able to successfully manage our planned growth and expansion.
We expect to continue to make investments in our products in development and that we have begun to commercialize. We expect that our annual operating expenses will continue to increase as we invest in business development, marketing, research and development, manufacturing and production infrastructure, and develop customer service and support resources for future customers. Failure to expand operational and financial systems timely or efficiently may result in operating inefficiencies, which could increase costs and expenses to a greater extent than we anticipate and may also prevent us from successfully executing our business plan. We may not be able to offset the costs of operation expansion by leveraging the economies of scale from our growth in negotiations with our suppliers and contract manufacturers. Additionally, if we increase our operating expenses in anticipation of the growth of our business and this growth falls short of our expectations, our financial results will be negatively impacted.
If our business grows, we will have to manage additional product design projects, materials procurement processes, and sales efforts and marketing for an increasing number of products, as well as expand the number and scope of our relationships with suppliers, distributors and end customers. If we fail to manage these additional responsibilities and relationships successfully, we may incur significant costs, which may negatively impact our operating results. Additionally, in our efforts to develop new products with innovative functionality and features, we may devote significant research and development resources to products and product features for which a market does not develop quickly, or at all. If we are not able to predict market trends accurately, we may not benefit from such research and development activities, and our results of operations may suffer.
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As our future development and commercialization plans and strategies develop, we expect to need additional managerial, operational, sales, marketing, financial and legal personnel. Our management may need to divert a disproportionate amount of its attention away from our day-to-day activities and devote a substantial amount of time to managing these growth activities. We may not be able to effectively manage the expansion of our operations, which may result in weaknesses in our infrastructure, operational mistakes, loss of business opportunities, failure to deliver and timely deliver our products to customers, loss of employees and reduced productivity among remaining employees. Our expected growth could require significant capital expenditures and may divert financial resources from other projects, such as the development of additional new products. If our management is unable to effectively manage our growth, our expenses may increase more than expected, our ability to generate and/or grow revenue could be reduced, and we may not be able to implement our business strategy.
Our future success depends in part on our ability to retain our executive officers and to attract, retain and motivate other qualified personnel.
We are highly dependent on the services of our executive officers, senior management and qualified employees. The loss of their services without proper replacement may adversely impact the achievement of our objectives. Also, our performance is largely dependent on the talents and efforts of highly skilled individuals, particularly our software engineers. Recruiting and retaining qualified employees, consultants, and advisors for our business, including scientific and technical personnel, will also be critical to our success. There is currently a shortage of skilled personnel in our industry, which is likely to continue. As a result, competition for skilled personnel is intense and the turnover rate can be high. We may not be able to attract and retain personnel on acceptable terms given the competition in the industry in which we operate. Moreover, certain of our competitors or other technology businesses may seek to hire our employees. The inability to recruit and retain qualified personnel, or the loss of the services of our executive officers, without proper replacement, may impede the progress of our development and commercialization objectives.
Under applicable employment laws, we may not be able to enforce covenants not to compete and therefore may be unable to prevent our competitors from benefiting from the expertise of some of our former employees.
We generally enter into non-competition agreements with our employees. These agreements prohibit our employees from competing directly with us or working for our competitors or clients for a limited period after they cease working for us. We may be unable to enforce these agreements under the laws of the jurisdictions in which our employees work and it may be difficult for us to restrict our competitors from benefiting from the expertise that our former employees or consultants developed while working for us. For example, Israeli courts have required employers seeking to enforce non-compete undertakings of a former employee to demonstrate that the competitive activities of the former employee will harm one of a limited number of material interests of the employer that have been recognized by the courts, such as the secrecy of a company’s confidential commercial information or the protection of its intellectual property. If we cannot demonstrate that such interests will be harmed, we may be unable to prevent our competitors from benefiting from the expertise of our former employees or consultants and our ability to remain competitive may be diminished.
Certain events, developments, or social media posts and interactions may impact our reputation.
Damage to our reputation can be the result of the actual or perceived occurrence of any number of events, and could include any negative publicity, whether true or not. The increased usage of social media and other web-based tools used to generate, publish and discuss user-generated content and to connect with other users has made it increasingly easy for individuals and groups to communicate and share opinions and views in regard to issuers and their activities, whether true or not. Negative posts or comments about us on any social network could damage our reputation. In addition, employees or others might disclose non-public sensitive information related to our business through external media channels. The continuing evolution of social media will present us with new challenges and risks. We do not ultimately have direct control over how we are perceived by others. Reputation loss may result in decreased investor confidence, increased challenges in developing and maintaining community relations and an impediment to our overall ability to advance our business strategy and realize on our growth prospects.
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If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, our shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our ordinary shares.
As an emerging growth company under the JOBS Act, our management is required to report upon the effectiveness of our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act. Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until the date we are no longer an emerging growth company and reach accelerated filer status.
Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. We are required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, which requires annual management assessments of the effectiveness of our internal control over financial reporting. We have an ongoing program to perform the system and process evaluation and testing necessary to continue to comply with these requirements. In addition, if we fail to maintain the adequacy of our internal control, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. Disclosing deficiencies or weaknesses in our internal control, failing to remediate these deficiencies or weaknesses in a timely fashion or failing to achieve and maintain an effective internal control environment may cause investors to lose confidence in our reported financial information, which could have a material adverse effect on the price of our Ordinary Shares. If we cannot provide reliable financial reports or prevent fraud, our operating results could be harmed.
Our business, operating results and growth rates may be adversely affected by current or future unfavorable economic and market conditions and adverse developments with respect to financial institutions and associated liquidity risk.
Our business depends on the economic health of the global economies. If the conditions in the global economies remain uncertain or continue to be volatile, or if they deteriorate, including as a result of the impact of military conflict, such as the war between Russia and Ukraine, terrorism or other geopolitical events, our business, operating results and financial condition may be materially adversely affected. Economic weakness, inflation and increases in interest rates, limited availability of credit, liquidity shortages and constrained capital spending have at times in the past resulted, and may in the future result, in challenging and delayed sales cycles, slower adoption of new technologies and increased price competition, and could negatively affect our ability to forecast future periods, which could result in an inability to satisfy demand for our products and a loss of market share.
In addition, increases in inflation raise our costs for commodities, labor, materials and services and other costs required to grow and operate our business, and failure to secure these on reasonable terms may adversely impact our financial condition. Additionally, increases in inflation, along with the uncertainties surrounding geopolitical developments and global supply chain disruptions, have caused, and may in the future cause, global economic uncertainty and uncertainty about the interest rate environment, which may make it more difficult, costly or dilutive for us to secure additional financing. A failure to adequately respond to these risks could have a material adverse impact on our financial condition, results of operations or cash flows.
There can be no assurance that future credit and financial market instability and a deterioration in confidence in economic conditions will not occur. Our general business strategy may be adversely affected by any such economic downturn, liquidity shortages, volatile business environment or continued unpredictable and unstable market conditions. If the current equity and credit markets deteriorate, or if adverse developments are experienced by financial institutions, it may cause short-term liquidity risk and also make any necessary debt or equity financing more difficult, more costly, more onerous with respect to financial and operating covenants and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance and stock price and could require us to alter our operating plans. In addition, there is a risk that one or more of our service providers, financial institutions, manufacturers, suppliers and other partners may be adversely affected by the foregoing risks, which could directly affect our ability to attain our operating goals on schedule and on budget.
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Scrutiny of sustainability and environmental, social, and governance, or ESG, initiatives could increase our costs or otherwise adversely impact our business.
Public companies have recently faced scrutiny related to ESG practices and disclosures from certain investors, capital providers, shareholder advocacy groups, other market participants and other stakeholder groups. Such scrutiny may result in increased costs, enhanced compliance or disclosure obligations, or other adverse impacts on our business, financial condition or results of operations. If our ESG practices and reporting do not meet investor or other stakeholder expectations, we may be subject to investor or regulator engagement regarding such matters. Our failure to comply with any applicable ESG rules or regulations could lead to penalties and adversely impact our reputation, access to capital and employee retention. Such ESG matters may also impact our third-party contract manufacturers and other third parties on which we rely, which may augment or cause additional impacts on our business, financial condition, or results of operations.
Risks Related to Our Intellectual Property
If we are unable to obtain and maintain effective patent rights for our products, we may not be able to compete effectively in our markets. If we are unable to protect the confidentiality of our trade secrets or know-how, such proprietary information may be used by others to compete against us.
Historically, we have relied on trade secret protection and confidentiality agreements to protect the intellectual property related to our technologies and products. Since our incorporation, we have also sought patent protection for certain of our products. Our success depends in large part on our ability to obtain and maintain patent and other intellectual property protection in the United States and in other countries with respect to our proprietary technology and new products.
We have sought to protect our proprietary position by filing patent applications in the United States and in other countries with respect to our novel technologies and products, which are important to our business. Patent prosecution is expensive and time consuming, and we may not be able to file and prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. It is also possible that we will fail to identify patentable aspects of our research and development output before it is too late to obtain patent protection.
We have a growing portfolio of 46 registered patents and 2 pending patent applications. Our registered patents include 12 patents in the United States, 4 patents in China, 7 patents in Japan, 4 patents in India, and 19 patents registered from granted European Patent Applications (including 4 Unitary Patents, 5 validated in Switzerland, 5 validated in Great Britain, and 1 validated in each of Germany, Hungary, Austria, Denmark and France).
We cannot offer any assurances about which, if any, patent applications will be issued, the breadth of any such patent once issued, or whether any issued patents will be found invalid or unenforceable or will be threatened by third parties. Any successful opposition to these patents or any other patents owned by or licensed to us could deprive us of rights necessary for the successful commercialization of any existing or new products.
Also, there is no guarantee that the patent registration applications that were submitted by us with regards to our technologies will result in patent registration. In the event of failure to complete patent registration, the Company’s developments will not be proprietary, which might allow other entities to manufacture the Company’s products and compete with us.
Further, there is no assurance that all potentially relevant prior art relating to our patent applications has been found, which can invalidate a patent or prevent a patent from issuing from a pending patent application. Even if patents do successfully issue, and even if such patents cover our products, third parties may challenge their validity, enforceability or scope, which may result in such patents being narrowed, found unenforceable or invalidated. Furthermore, even if they are unchallenged, our patent applications and any future patents may not adequately protect our intellectual property, provide exclusivity for our new products, or prevent others from designing around our claims. Any of these outcomes could impair our ability to prevent competition from third parties, which may have an adverse impact on our business.
If we cannot obtain and maintain effective patent rights for our products, we may not be able to compete effectively, and our business and results of operations would be harmed.
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If we are unable to maintain effective proprietary rights for our products, we may not be able to compete effectively in our markets.
In addition to the protection afforded by any patents that may be granted, we seek to protect our proprietary technology and processes, in part, by entering into confidentiality agreements with our employees, consultants, scientific advisors, and contractors. We also seek to preserve the integrity and confidentiality of our data, trade secrets and intellectual property by maintaining physical security of our premises and physical and electronic security of our information technology systems. Agreements or security measures may be breached, and we may not have adequate remedies for any breach. In addition, our trade secrets and intellectual property may otherwise become known or be independently discovered by competitors.
We cannot provide any assurances that our trade secrets and other confidential proprietary information will not be disclosed in violation of our confidentiality agreements or that competitors will not otherwise gain access to our trade secrets or independently develop substantially equivalent information and techniques. Also, misappropriation or unauthorized and unavoidable disclosure of our trade secrets and intellectual property could impair our competitive position and may have a material adverse effect on our business. Additionally, if the steps taken to maintain our trade secrets and intellectual property are deemed inadequate, we may have insufficient recourse against third parties for misappropriating any trade secret.
Intellectual property rights of third parties could adversely affect our ability to commercialize our products, and we might be required to litigate or obtain licenses from third parties in order to develop or market our product candidates. Such litigation or licenses could be costly or not available on commercially reasonable terms.
It is inherently difficult to conclusively assess our freedom to operate without infringing on third party rights. Our competitive position may be adversely affected if existing patents or patents resulting from patent applications issued to third parties or other third party intellectual property rights are held to cover our products or elements thereof, or our manufacturing or uses relevant to our development plans. In such cases, we may not be in a position to develop or commercialize products or our product candidates unless we successfully pursue litigation to nullify or invalidate the third party intellectual property right concerned, or enter into a license agreement with the intellectual property right holder, if available on commercially reasonable terms. There may also be pending patent applications that if they result in issued patents, could be alleged to be infringed by our products. If such an infringement claim should be brought and be successful, we may be required to pay substantial damages, be forced to abandon our products or seek a license from any patent holders. No assurances can be given that a license will be available on commercially reasonable terms, if at all.
It is also possible that we have failed to identify relevant third party patents or applications. For example, U.S. patent applications filed before November 29, 2000 and certain U.S. patent applications filed after that date that will not be filed outside the United States remain confidential until patents are issued. Patent applications in the United States and elsewhere are published approximately 18 months after the earliest filing for which priority is claimed, with such earliest filing date being commonly referred to as the priority date. Therefore, patent applications covering our new products or platform technology could have been filed by others without our knowledge. Additionally, pending patent applications which have been published can, subject to certain limitations, be later amended in a manner that could cover our platform technologies, our products or the use of our products. Third party intellectual property right holders may also actively bring infringement claims against us. We cannot guarantee that we will be able to successfully settle or otherwise resolve such infringement claims. If we are unable to successfully settle future claims on terms acceptable to us, we may be required to engage in or continue costly, unpredictable and time-consuming litigation and may be prevented from or experience substantial delays in pursuing the development of and/or marketing our products. If we fail in any such dispute, in addition to being forced to pay damages, we may be temporarily or permanently prohibited from commercializing our products that are held to be infringing. We might, if possible, also be forced to redesign our new products so that we no longer infringe the third party intellectual property rights. Any of these events, even if we were ultimately to prevail, could require us to divert substantial financial and management resources that we would otherwise be able to devote to our business.
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Patent policy and rule changes could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of any issued patents.
Changes in either the patent laws or interpretation of the patent laws in the United States and other countries may diminish the value of any patents that may issue from our patent applications, or narrow the scope of our patent protection. The laws of foreign countries may not protect our rights to the same extent as the laws of the United States. Publications of discoveries in the scientific literature often lag behind the actual discoveries, and patent applications in the United States and other jurisdictions are typically not published until 18 months after filing, or in some cases not at all. We therefore cannot be certain that we were the first to file the invention claimed in our owned and licensed patent or pending applications, or that we or our licensor were the first to file for patent protection of such inventions. Assuming all other requirements for patentability are met, in the United States prior to March 15, 2013, the first to make the claimed invention without undue delay in filing, is entitled to the patent, while outside the United States, the first to file a patent application is entitled to the patent. After March 15, 2013, under the Leahy-Smith America Invents Act, or the Leahy-Smith Act, enacted on September 16, 2011, the United States has moved to a first to file system. The Leahy-Smith Act also includes a number of significant changes that affect the way patent applications will be prosecuted and may also affect patent litigation. In general, the Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of any issued patents, all of which could have a material adverse effect on our business and financial condition.
We may be involved in lawsuits to protect or enforce our intellectual property, which could be expensive, time consuming, and unsuccessful.
Competitors may infringe our intellectual property. If we were to initiate legal proceedings against a third party to enforce a patent covering one of our products, the defendant could counterclaim that the patent covering our product candidate is invalid and/or unenforceable. In patent litigation in the United States, defendant counterclaims alleging invalidity and/or unenforceability are commonplace. Grounds for a validity challenge could be an alleged failure to meet any of several statutory requirements, including lack of novelty, obviousness, or non-enablement. Grounds for an unenforceability assertion could be an allegation that someone connected with prosecution of the patent withheld relevant information from the United States Patent and Trademark Office, or the USPTO, or made a misleading statement, during prosecution. Under the Leahy-Smith Act, the validity of U.S. patents may also be challenged in post-grant proceedings before the USPTO. The outcome following legal assertions of invalidity and unenforceability is unpredictable.
Derivation proceedings initiated by third parties or brought by us may be necessary to determine the priority of inventions and/or their scope with respect to our patent or patent applications or those of our licensors. An unfavorable outcome could require us to cease using the related technology or to attempt to license rights to it from the prevailing party. Our business could be harmed if the prevailing party does not offer us a license on commercially reasonable terms. Our defense of litigation or interference proceedings may fail and, even if successful, may result in substantial costs and distract our management and other employees. In addition, the uncertainties associated with litigation could have a material adverse effect on our ability to raise the funds necessary to continue our research programs, license necessary technology from third parties, or enter into development partnerships that would help us bring our products to market.
Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. There could also be public announcements of the results of hearings, motions, or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of our ordinary shares.
We may be subject to claims challenging the inventorship of our intellectual property.
We may be subject to claims that former employees, collaborators or other third parties have an interest in, or right to compensation, with respect to our current patent and patent applications, future patents or other intellectual property as an inventor or co-inventor. For example, we may have inventorship disputes arise from conflicting obligations of consultants or others who are involved in developing our products. Litigation may be necessary to defend against these and other claims challenging inventorship or claiming the right to compensation. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of, or rights to use, valuable intellectual property. Such an outcome could have a material adverse effect on our business. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.
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In addition, under the Israeli Patent Law, 5727-1967, or the Patent Law, inventions conceived by an employee during and in consequence of his or her employment with a company may be regarded as “service inventions,” which the employer is generally entitled to, absent of an agreement between the employee and employer giving the employee service invention rights or providing otherwise. The Patent Law also provides that if there is no such agreement addressing an employee’s entitlement to remuneration in respect of a service invention, the employee may apply to the Israeli Compensation and Royalties Committee, or the Committee, a body constituted under the Patent Law, which has authority to determine whether the employee is entitled to remuneration for such inventions. Recent case law clarifies that the right to receive consideration for “service inventions” can be waived by the employee depending on the circumstances and the contractual arrangements between the parties. The Committee will examine, on a case-by-case basis, the general contractual framework between the parties, using interpretation rules of the general Israeli contract laws. Further, the Committee has not yet determined one specific formula for calculating this remuneration (but rather uses the criteria specified in the Patent Law). Although we generally enter into assignment-of-invention agreements with our employees pursuant to which such individuals assign to us all rights to any inventions created in the scope of their employment, and we include assignment provisions in agreements with certain consultants and other service providers, we may face claims demanding remuneration in consideration of assigned inventions. As a consequence of such claims, we could be required to pay additional remuneration or royalties to our current and former employees, or be forced to litigate such claims, which could negatively affect our business.
We may not be able to protect our intellectual property rights throughout the world.
Filing, prosecuting, and defending patents on products, as well as monitoring their infringement in all countries throughout the world, would be prohibitively expensive, and our intellectual property rights in some countries can be less extensive than those in the United States.
Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and may also export otherwise infringing products to territories where we have patent protection but enforcement is not as strong as that in the United States. These products may compete with our products. Future patents or other intellectual property rights may not be effective or sufficient to prevent such products from competing with our products.
Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets, and other intellectual property protection, which could make it difficult for us to stop the marketing of competing products in violation of our proprietary rights generally. Proceedings to enforce our patent rights in foreign jurisdictions, whether or not successful, could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our future patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to monitor and enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license.
Risks Related to the Ownership of Our Securities
The JOBS Act will allow us to postpone the date by which we must comply with some of the laws and regulations intended to protect investors and to reduce the amount of information we provide in our reports filed with the SEC, which could undermine investor confidence in our company and adversely affect the market price of our ordinary shares.
For so long as we remain an “emerging growth company” as defined in the JOBS Act, we intend to take advantage of certain exemptions from various requirements that are applicable to public companies that are not “emerging growth companies” including:
| ● | the provisions of the Sarbanes-Oxley Act requiring that our independent registered public accounting firm provide an attestation report on the effectiveness of our internal control over financial reporting; |
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| ● | any rules that may be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements; and, | |
| ● | Section 107 of the JOBS Act, which provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. This means that an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to delay such adoption of new or revised accounting standards. As a result of this adoption, our financial statements may not be comparable to companies that comply with the public company effective date. |
We intend to take advantage of these exemptions until we are no longer an “emerging growth company.” We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the date of our first sale of common equity securities pursuant to an effective registration statement under the Securities Act, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
We cannot predict if investors will find our ordinary shares less attractive because we may rely on these exemptions. If some investors find our ordinary shares less attractive as a result, there may be a less active trading market for our ordinary shares, and our market prices may be more volatile and may decline.
As a “foreign private issuer” we are permitted, and intend, to follow certain home country corporate governance practices instead of otherwise applicable SEC and Nasdaq requirements, which may result in less protection than is accorded to investors under rules applicable to domestic U.S. issuers.
Our status as a “foreign private issuer” exempts us from compliance with certain SEC laws and regulations and certain regulations of the Nasdaq Stock Market including the proxy rules, the short-swing profits recapture rules, and certain governance requirements such as independent director oversight of the nomination of directors and executive compensation. In addition, we will not be required under the Exchange Act to file current reports and financial statements with the SEC as frequently or as promptly as U.S. domestic companies whose securities are registered under the Exchange Act and we will generally be exempt from filing quarterly reports with the SEC. Also, although the Israeli Companies Law, or the Companies Law, will require us to disclose the annual compensation of our five most highly compensated senior officers on an individual basis, this disclosure will not be as extensive as that required of a U.S. domestic issuer. For example, the disclosure required under the Companies Law is limited to compensation paid in the immediately preceding year without any requirement to disclose option exercises and vested stock options, pension benefits or potential payments upon termination or a change of control. Section 8103 of the National Defense Authorization Act for Fiscal Year 2026, named the “Holding Foreign Insiders Accountable Act”, which was signed into law on December 18, 2025, requires directors and officers of foreign private issuers to make insider reports under Section 16(a) of the Exchange Act, effective March 18, 2026. Our principal shareholders continue to remain exempt from the reporting under Section 16(a) of the Exchange Act and our directors, officers and principal shareholders continue to remain exempt from the short-swing profit recovery provisions contained in Section 16(b) of the Exchange Act. Furthermore, as a foreign private issuer, we are also not subject to the requirements of Regulation FD (Fair Disclosure) promulgated under the Exchange Act.
These exemptions and leniencies will reduce the frequency and scope of information and protections to which you are entitled as an investor.
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We may be a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes in the current taxable year or may become one in any subsequent taxable year. There generally would be negative tax consequences for U.S. taxpayers that are holders of our ordinary shares if we are or were to become a PFIC.
We would be classified as a passive foreign investment company, or PFIC, for any taxable year if, after the application of certain look-through rules, either: (i) 75% or more of our gross income for such year is “passive income” (as defined in the relevant provisions of the Internal Revenue Code of 1986, as amended, or the Code), or (ii) 50% or more of the value of our assets (generally determined on the basis of a quarterly average) during such year is attributable to assets that produce or are held for the production of passive income. For these purposes, cash and other assets readily convertible into cash or that do or could generate passive income are categorized as passive assets, and the value of goodwill and other unbooked intangible assets is generally taken into account. Passive income generally includes, among other things, rents, dividends, interest, royalties, gains from the disposition of passive assets and gains from commodities and securities transactions. For purposes of this test, we will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation of which we own, directly or indirectly, at least 25% (by value) of the stock. Based on our market capitalization and the composition of our income, assets and operations, there can be no assurance that we were not a PFIC for the year ended December 31, 2025, and although we have not determined whether we will be a PFIC for United States federal income tax purposes for the year ending December 31, 2026, or in any subsequent year, there can be no assurance that our market capitalization and the composition of our income, assets and operations for any such years will not cause us to be a PFIC. However, this is a factual determination that must be made annually after the close of each taxable year. Moreover, the value of our assets for purposes of the PFIC determination may be determined by reference to the public price of our ordinary shares, which could fluctuate significantly. In addition, it is possible that the Internal Revenue Service may take a contrary position with respect to our determination in any particular year, and therefore, there can be no assurance that we will not be classified as a PFIC in the current taxable year or in the future. Certain adverse consequences of PFIC status may be alleviated if a U.S. Holder (as defined below) makes a “mark to market” election or an election to treat us as a qualified electing fund, or QEF. These elections would result in an alternative treatment (such as mark-to-market treatment) of our ordinary shares. It is not expected that a U.S. Holder will be able to make a QEF election because we do not intend to provide U.S. Holders with the information necessary to make a QEF election. Certain adverse U.S. federal income tax consequences could apply to a U.S. Holder (as defined in “Certain Material U.S. Federal Income Tax Considerations”) if we are treated as a PFIC for any taxable year during which such U.S. Holder holds our ordinary shares. U.S. Holders should consult their tax advisors about the potential application of the PFIC rules to their investment in our ordinary shares. For further discussion, see “Item 10.E-Additional Information-Taxation-Certain Material U.S. Federal Income Tax Considerations-Passive Foreign Investment Companies.”
We may be subject to securities litigation, which is expensive and could divert management attention.
In the past, companies that have experienced volatility in the market price of their shares have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could seriously hurt our business. Any adverse determination in litigation could also subject us to significant liabilities.
The market price of our securities may be highly volatile, and you could lose all or part of your investment.
The market price of our ordinary shares and warrants is likely to be volatile. This volatility may prevent you from being able to sell your ordinary shares or warrants at or above the price you paid for your securities. Our share price could be subject to wide fluctuations in response to a variety of factors, which include:
| ● | whether we achieve our anticipated corporate objectives; | |
| ● | actual or anticipated fluctuations in our quarterly or annual operating results; | |
| ● | changes in our financial or operational estimates or projections; | |
| ● | our ability to implement our operational plans; | |
| ● | termination of the lock-up agreement or other restrictions on the ability of our shareholders to sell shares after the initial public offering; | |
| ● | changes in the economic performance or market valuations of companies similar to ours; and | |
| ● | general economic or political conditions in the United States or elsewhere. |
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In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect the market price of our ordinary shares, regardless of our actual operating performance, and we have little or no control over these factors.
If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they adversely change their recommendations or publish negative reports regarding our business or the ordinary shares, our share price and trading volume could decline.
The trading market for the ordinary shares will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market or our competitors. We do not have any control over these analysts and we cannot provide any assurance that analysts will cover us or provide favorable coverage. If any of the analysts who may cover us adversely change their recommendation regarding the ordinary shares, or provide more favorable relative recommendations about our competitors, the price of our ordinary shares would likely decline. If any analyst who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the price of our ordinary shares or trading volume to decline.
As a “foreign private issuer,” we are permitted, and intend, to follow certain home country corporate governance practices instead of otherwise applicable SEC and Nasdaq Capital Market requirements, which may result in less protection than is accorded to investors under rules applicable to domestic U.S. issuers.
We are a “foreign private issuer” and are not subject to the same requirements that are imposed upon U.S. domestic issuers by the SEC. Under the Exchange Act, we will be subject to reporting obligations that, in certain respects, are less detailed and less frequent than those of U.S. domestic reporting companies. For example, we will not be required to issue quarterly reports or proxy statements that comply with the requirements applicable to U.S. domestic reporting companies. Furthermore, although under regulations promulgated under the Companies Law, as an Israeli public company listed overseas we will be required to disclose the compensation of our five most highly compensated office holders on an individual basis (rather than on an aggregate basis), this disclosure will not be as extensive as that required of U.S. domestic reporting companies. We will also have four months after the end of each fiscal year to file our annual reports with the SEC and will not be required to file current reports as frequently or promptly as U.S. domestic reporting companies. Furthermore, Section 8103 of the National Defense Authorization Act for Fiscal Year 2026, named the “Holding Foreign Insiders Accountable Act”, which was signed into law on December 18, 2025, requires directors and officers of foreign private issuers to make insider reports under Section 16(a) of the Exchange Act, effective March 18, 2026. Our principal shareholders continue to remain exempt from the reporting under Section 16(a) of the Exchange Act and our directors, officers and principal shareholders continue to remain exempt from the short-swing profit recovery provisions contained in Section 16(b) of the Exchange Act. Also, as a “foreign private issuer,” we are not subject to the requirements of Regulation FD (Fair Disclosure) promulgated under the Exchange Act. These exemptions and leniencies will reduce the frequency and scope of information and protections available to investors in comparison to those applicable to a U.S. domestic reporting companies.
In addition, as a “foreign private issuer,” we are permitted to follow certain home country corporate governance practices instead of those otherwise required under the listing rules of the Nasdaq for domestic U.S. issuers. For instance, we follow home country practice in Israel instead of the listing rules of the Nasdaq requiring that a majority of a listed company’s board of directors be comprised of independent directors within a specified period after listing. In addition, we will follow our home country law instead of the listing rules of the Nasdaq that require that we obtain shareholder approval for certain dilutive events, such as the establishment or amendment of certain equity based compensation plans, an issuance that will result in a change of control of our company, certain transactions other than a public offering involving issuances of a 20% or greater interest in the company, and certain acquisitions of the stock or assets of another company. We may in the future elect to follow home country corporate governance practices in Israel with regard to other matters. Following our home country corporate governance practices as opposed to the requirements that would otherwise apply to a U.S. company listed on the Nasdaq may provide less protection to investors than what would otherwise be accorded to investors under the listing rules of the Nasdaq applicable to domestic U.S. issuers.
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Risks Related to Israeli Law and Our Incorporation, Location and Operations in Israel
Our headquarters, research and development and other significant operations are located in Israel, and, therefore, our results may be adversely affected by political, economic and military instability in Israel.
Our executive office is located in Ra’anana, Israel. In addition, certain of our key employees, officers and directors are residents of Israel. Accordingly, political, economic and military conditions in the Middle East may affect our business directly. Since the establishment of the State of Israel in 1948, a number of armed conflicts have occurred between Israel and its neighboring countries, including Iran, Hamas (an Islamist terrorist militia and political group that controls the Gaza strip), Hezbollah (an Islamist terrorist militia and political group based in Lebanon) and other terrorist organizations active in the region. These conflicts have involved missile strikes, hostile infiltrations and terrorism against civilian targets in various parts of Israel, which have negatively affected business conditions in Israel.
In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in extensive deaths, injuries and kidnapping of civilians and soldiers. Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks. In January 2025, Israel and Hamas entered into a ceasefire agreement, which remained in effect until March 18, 2025, when hostilities resumed. As of October 9, 2025, Israel and Hamas entered into a renewed ceasefire agreement calling for a permanent end of the war. However, there are no assurances that such as agreement will hold. While the conflict has created heightened security concerns, disruptions to business operations, and economic instability, the ceasefire may contribute to improved regional stability. However, the security situation remains fluid, and any renewed military actions, restrictions, or government-imposed measures could adversely affect our operations, supply chains, and financial condition.
Since the commencement of these events in October 2023, there have been continued hostilities along Israel’s northern border with Lebanon (with the Hezbollah terror organization) and on other fronts from various extremist groups in region, such as the Houthis in Yemen and various rebel militia groups in Syria and Iraq. In October 2024, Israel began limited ground operations against Hezbollah in Lebanon, and in November 2024, a ceasefire was brokered between Israel and Hezbollah. In March 2026, hostilities resumed along Israel’s northern border with Lebanon, when Hezbollah resumed its attacks as part of a broader regional escalation. In response, Israel resumed military operations against Hezbollah in Lebanon.
In addition, in April 2024 and October 2024, Iran launched direct attacks on Israel involving hundreds of drones and missiles and has threatened to continue to attack Israel and is widely believed to be developing nuclear weapons. In June 2025, in light of continued nuclear threats and intelligence assessments indicating imminent attacks, Israel launched a preemptive strike directly targeting military and nuclear infrastructure inside Iran, aimed at disrupting Iran’s capacity to coordinate or launch further hostilities against Israel, as well as to degrade its nuclear program. In response, Iran launched multiple waves of drones and ballistic missiles at Israeli cities. While most of these attacks were intercepted, several caused civilian casualties and damage to infrastructure. While a ceasefire was reached between Israel and Iran in June 2025 after 12 days of hostilities, on February 28, 2026, the United States and Israel launched coordinated military strikes against Iran, including attacks on strategic military infrastructure and leadership targets, with the stated aim of degrading Iran’s capacity to conduct or support hostile operations against them. In response, Iran has fired missiles and drones toward population centers and military installations in Israel, Europe and neighboring countries in the Gulf region, and also launched counter-strikes against U.S. forces and allied bases throughout the Gulf region. Iran is also restricting passage through the Strait of Hormuz, which is disrupting global supply chains, including for oil and gas, and is impact global economies. A broader regional conflict involving additional state and non-state actors remains a significant risk. Iran is also believed to have a strong influence among extremist groups in the region, such as Hamas in Gaza, Hezbollah in Lebanon, the Houthi movement in Yemen and various rebel militia groups in Syria and Iraq. These situations may potentially escalate in the future to more violent events which may affect Israel and us. Continued military escalation, retaliatory actions, or broader regional involvement may adversely affect economic conditions, disrupt markets, and create uncertainty that could negatively impact our business, financial condition and results of operations.
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In connection with the Israeli security cabinet’s declaration of war against Hamas in October 2023 and possible hostilities with other organizations, several hundred thousand Israeli military reservists were drafted to perform immediate military service. Although many of such military reservists have since been released, they may be called up for additional reserve duty, depending on developments in the war in Gaza and along Israel’s other borders. Military service call ups that result in absences of personnel from us for an extended period of time may materially and adversely affect our business, prospects, financial condition and results of operations. As of March 25, 2026, 3 of our employees are serving in active duty, who are not an executive or perform critical or exclusive functions.
Since the war broke out on October 7, 2023, our operations have not been adversely affected by this situation, and we have not experienced disruptions to our business operations. As such, our product and business development activities remain on track. However, the intensity and duration of the security situation in Israel have been difficult to predict, as are the economic implications on our business and operations and on Israel’s economy in general. If the war extends for a long period of time or expands to other fronts, our operations may be harmed.
Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions, could harm our results of operations and the market price of our ordinary shares, and could make it more difficult for us to raise capital. Parties with whom we do business may sometimes decline to travel to Israel during periods of heightened unrest or tension, forcing us to make alternative arrangements when necessary, in order to meet our business partners face to face. Several countries, principally in the Middle East, still restrict doing business with Israel and Israeli companies, and additional countries may impose restrictions on doing business with Israel and Israeli companies if hostilities in Israel or political instability in the region continues or increases. Similarly, Israeli companies are limited in conducting business with entities from several countries. For instance, in 2008, the Israeli legislature passed a law forbidding any investments in entities that transact business with Iran.
The continued political instability and hostilities between Israel and its neighbors and any future armed conflict, terrorist activity or political instability in the region could adversely affect our operations in Israel and adversely affect the market price of our ordinary shares. In addition, several organizations and countries may restrict doing business with Israel and Israeli companies have been and are today subjected to economic boycotts. The interruption or curtailment of trade between Israel and its present trading partners could adversely affect our business, financial condition and results of operations.
Our insurance does not cover losses that may occur as a result of an event associated with the security situation in the Middle East or for any resulting disruption in our operations. Although the Israeli government has in the past covered the reinstatement value of direct damages that were caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained or, if maintained, will be sufficient to compensate us fully for damages incurred, and the government may cease providing such coverage or the coverage might not suffice to cover potential damages. Any losses or damages incurred by us could have a material adverse effect on our business.
We are exposed to fluctuations in currency exchange rates, which could negatively affect our financial condition and results of operations.
We anticipate being subject to fluctuations in currency exchange rates because our functional and reporting currency is the U.S. dollar. A material portion of our operating expenses is incurred outside the United States, mainly in NIS, and is subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in NIS. Our foreign currency-denominated expenses consist primarily of personnel, rent and other overhead costs. Since a significant portion of our expenses is incurred in NIS, any appreciation of the NIS relative to the U.S. dollar would adversely impact our net loss or net income, as relevant. Based on our 2025 expense levels, a 10% appreciation of the NIS against the U.S. dollar would have increased our net loss by approximately $1.3 million. We are therefore exposed to foreign currency risk due to fluctuations in exchange rates. This may result in gains or losses with respect to movements in exchange rates which may be material and may also cause fluctuations in reported financial information that are not necessarily related to its operating results. In relation to the effect of inflation, results for tax purposes are measured in terms of earnings in NIS after certain adjustments for increases in the Israeli Consumer Price Index, or CPI. However, we cannot predict any future trends in the rate of inflation in Israel or the rate of appreciation or devaluation (if any) of the shekel against the dollar. As the results in our financial statements are measured in U.S. dollars, the difference between the annual change in the Israeli CPI and in the NIS/U.S. dollar exchange rate can cause a difference between taxable income and the net loss shown in the financial statements. We expect that the majority of our revenues will be generated in U.S. dollars with the balance in EURO for the foreseeable future, and that a significant portion of our expenses will continue to be denominated in NIS and partially in U.S. dollars and EURO.
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Foreign exchange rates may fluctuate due to many factors, including interest rate differentials between markets, capital flows, monetary policy decisions, geopolitical events, global macroeconomic developments, and investor sentiment toward Israel and regional markets. These factors may cause the NIS to appreciate or depreciate against the U.S. dollar independent of local inflation levels. If the NIS strengthens without a corresponding increase in our foreign currency revenues, our U.S. dollar measured costs will rise.
In the past year, exchange rate fluctuations, particularly movements in the NIS/U.S. dollar rate, have had a meaningful impact on our U.S. dollar denominated expenses. The value of the NIS relative to the U.S. dollar, and other currencies has fluctuated significantly. For example, the shekel appreciated on average by 12.5% relative to the U.S. dollar in 2025, after depreciating by 0.4% in 2024 and by 3.1% in 2023, thereby increasing, in 2025, the U.S. dollar cost of our shekel denominated expenses. Any significant revaluation of the NIS may materially and adversely affect our cash flows, revenues, and financial condition. Fluctuations in the NIS exchange rate, or even the appearance of instability in such exchange rate, could adversely affect our ability to operate our business. Although we do not engage in formal hedging transactions, we hold certain cash balances and deposits in NIS and other currencies, which provides a partial natural offset to our foreign currency exposure. However, these measures may not fully mitigate the impact of exchange rate volatility on our results of operations.
Provisions of Israeli law and our articles of association may delay, prevent or otherwise impede a merger with, or an acquisition of, our company, even when the terms of such a transaction are favorable to us and our shareholders.
As a company incorporated under the law of the State of Israel, we are subject to Israeli law. Israeli corporate law regulates mergers, requires tender offers for acquisitions of shares above specified thresholds, requires special approvals for transactions involving directors, officers or significant shareholders and regulates other matters that may be relevant to such types of transactions. For example, a merger may not be consummated unless at least 50 days have passed from the date on which a merger proposal is filed by each merging company with the Israel Registrar of Companies and at least 30 days have passed from the date on which the shareholders of both merging companies have approved the merger. In addition, a majority of each class of securities of the target company must approve a merger. Moreover, a tender offer for all of a company’s issued and outstanding shares can only be completed if the aggregate holdings of shareholders who did not accept the tender offer is less than 5% of the issued share capital and a majority of the offerees that do not have a personal interest in the tender offer approves the tender offer, unless, following consummation of the tender offer, the acquirer would hold at least 98% of the company’s outstanding shares. Furthermore, the shareholders, including those who indicated their acceptance of the tender offer, may, at any time within six months following the completion of the tender offer, claim that the consideration for the acquisition of the shares does not reflect their fair market value, and petition an Israeli court to alter the consideration for the acquisition accordingly, unless the acquirer stipulated in its tender offer that a shareholder that accepts the offer may not seek such appraisal rights, and the acquirer or the company published all required information with respect to the tender offer prior to the tender offer’s response date.
Israeli tax considerations also may make potential transactions unappealing to us or to our shareholders whose country of residence does not have a tax treaty with Israel exempting such shareholders from Israeli tax. With respect to mergers, Israeli tax law allows for tax deferral in certain circumstances but makes the deferral contingent on the fulfillment of a number of conditions, including, in some cases, a restriction period of two years from the date of the transaction during which sales and dispositions of shares of the participating companies may be subject to certain restrictions and additional terms. Moreover, with respect to certain share swap transactions, the tax deferral is limited in time, and when such time expires, the tax becomes payable even if no disposition of the shares has occurred. See “Taxation-Israeli Tax Considerations and Government Programs” for additional information.
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Further, our articles of association, as currently in effect, provide that our directors (other than external directors, if any) are elected on a staggered basis, such that a potential acquirer cannot readily replace our entire board of directors at a single annual general shareholder meeting; rather, at least two annual meetings of shareholders will generally be required to effect a change in a majority of our board of directors. Any amendment to the provision in our articles of association dividing our directors into three classes and certain related provisions requires a vote of the holders of at least 66 2/3% of the shares represented at the meeting and voting on the matter.
These and other similar provisions could delay, prevent or impede an acquisition of us or our merger with another company, even if such an acquisition or merger would be beneficial to us or to our shareholders.
Your rights and responsibilities as a holder of our securities are governed by Israeli law, which differs in some material respects from the rights and responsibilities of shareholders of U.S. companies.
We are incorporated under Israeli law. The rights and responsibilities of the holders of our ordinary shares are governed by our articles of association and by Israeli law. These rights and responsibilities differ in some material respects from the rights and responsibilities of shareholders in typical U.S.-based corporations. In particular, a shareholder of an Israeli company has certain duties to act in good faith and in a customary manner in exercising its rights and performing its obligations towards the company and other shareholders and to refrain from abusing its power in the company including, among other things, in voting at the general meeting of shareholders on certain matters, such as an amendment to the company’s articles of association, an increase of the company’s authorized share capital, a merger of the company, and approval of related party transactions that require shareholder approval. In addition, a controlling shareholder or a shareholder who knows that it possesses the power to determine the outcome of a shareholder vote or to appoint or prevent the appointment of an officer of the company has a duty to act in fairness towards the company with regard to such vote or appointment. However, Israeli law does not define the substance of this duty of fairness. There is limited case law available to assist us in understanding the nature of this duty or the implications of these provisions. These provisions may be interpreted to impose additional obligations on holders of our ordinary shares that are not typically imposed on shareholders of U.S. corporations. See “Item 6.C.-Directors, Senior Management and Employees-Board Practices-Duties of Shareholders” for additional information.
It may be difficult to enforce a judgment of a U.S. court against us and our officers and directors and the Israeli experts named in this Annual Report in Israel or the United States, to assert U.S. securities laws claims in Israel or to serve process on our officers and directors and these experts.
We were incorporated in Israel and our corporate headquarters are located in Israel. All of our executive officers and directors and the Israeli experts named in this Annual Report are located outside of the U.S. All of our assets and most of the assets of these persons are located in Israel. Therefore, a judgment obtained against us, or any of these persons, including a judgment based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United States and may not necessarily be enforced by an Israeli court. It also may be difficult to affect service of process on these persons in the United States or to assert U.S. securities law claims in original actions instituted in Israel. Additionally, it may be difficult for an investor, or any other person or entity, to initiate an action with respect to U.S. securities laws in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not the most appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proven as a fact by expert witnesses, which can be a time consuming and costly process. Certain matters of procedure will also be governed by Israeli law.
There is little binding case law in Israel that addresses the matters described above. As a result of the difficulty associated with enforcing a judgment against us in Israel, you may not be able to collect any damages awarded by either a U.S. or foreign court.
Our operations may be disrupted as a result of the obligation of management or key personnel to perform military service.
Our employees and consultants in Israel, including members of our senior management, may be obligated to perform one month, and in some cases longer periods, of military reserve duty until they reach the age of 45 (or older, for citizens who hold certain positions in the Israeli armed forces reserves) and, in the event of a military conflict or emergency circumstances, may be called to immediate and unlimited active duty. In the event of severe unrest or other conflict, individuals could be required to serve in the military for extended periods of time. In response to increases in terrorist activity, there have been periods of significant call-ups of military reservists. It is possible that there will be similar large-scale military reserve duty call-ups in the future. Our operations could be disrupted by the absence of a significant number of our officers, directors, employees and consultants related to military service. Such disruption could materially adversely affect our business and operations. Additionally, the absence of a significant number of the employees of our Israeli suppliers and contractors related to military service or the absence for extended periods of one or more of their key employees for military service may disrupt their operations.
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General Risk Factors
If we fail to maintain compliance with the Nasdaq minimum listing requirements, our ordinary shares will be subject to delisting. Our ability to publicly or privately sell equity securities and the liquidity of our ordinary shares could be adversely affected if our ordinary shares are delisted.
Our ordinary shares are listed on the Nasdaq Capital Market. To maintain our listing, we are required to satisfy certain continued listing requirements, including, among other things, minimum bid price, minimum market value of publicly held shares, minimum shareholders’ equity (or other financial metrics), corporate governance requirements, and timely filing of periodic reports with the SEC.
On January 26, 2026, Nasdaq filed a rule proposal with the SEC that would permit the immediate suspension and delisting of a company listed on the Nasdaq Capital Market if its market value of listed securities remains below $5 million for 30 consecutive business days. As of the date of this Annual Report, our market value of listed securities is above $5 million; however, if this rule were to go into effect and we are unable to maintain our market value of listed securities above $5 million, we would become subject to immediate suspension and delisting.
There can be no assurance that we will be able to comply with Nasdaq’s continued listing standards in the future and in the past we have been deficient in meeting certain of Nasdaq’s continued listing standards, including the minimum bid price requirement. If we fail to satisfy any of Nasdaq’s continued listing requirements, we may receive a deficiency notice from Nasdaq and, depending on the nature of the deficiency, may be afforded a limited period of time to regain compliance. However, certain deficiencies may not be subject to a cure period or may result in immediate delisting. If we do not regain compliance within any applicable cure period, or if Nasdaq determines that we are not eligible for a compliance period, Nasdaq may determine to delist our ordinary shares.
If we do not meet Nasdaq’s continued listing requirements, our ordinary shares could be delisted. A delisting of our ordinary shares from Nasdaq could materially reduce the liquidity of our ordinary shares and result in a corresponding material reduction in the price of our ordinary shares. In addition, delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees and fewer business development opportunities and strategic alternatives. There can be no assurance that our ordinary shares, if delisted from the Nasdaq Capital Market in the future, would be listed on a national securities exchange, a national quotation service, the Over-The-Counter Markets or the pink sheets. Delisting from the Nasdaq Capital Market, or even the issuance of a notice of potential delisting, would also result in negative publicity, make it more difficult for us to raise additional capital, adversely affect the market liquidity of our ordinary shares, reduce security analysts’ coverage of us and diminish investor, supplier and employee confidence. Additionally, the threat of delisting or the delisting of our ordinary shares from the Nasdaq Capital Market could reduce the number of investors willing to hold or acquire our ordinary shares, thereby further restricting our ability to obtain equity financing, and it could reduce our ability to retain, attract and motivate our directors, officers and employees. In addition, as a consequence of any such delisting, our share price could be negatively affected and our shareholders would likely find it more difficult to sell, or to obtain accurate quotations as to the prices of, our ordinary shares. Accordingly, any failure to maintain compliance with Nasdaq’s continued listing requirements could have a material adverse effect on our business, financial condition, results of operations and the value of our ordinary shares.
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We incur significant additional costs as a result of being a public company subject to SEC reporting requirements in the United States, and our management is required to devote substantial additional time to new compliance initiatives as well as to compliance with ongoing United States reporting requirements.
As a U.S. public reporting company, we are incurring significant additional accounting, legal, and other expenses in the future. Our management and other personnel need to devote substantial time to the compliance requirements of being a U.S. public company; in addition, the implementation of such compliance processes and systems may require us to hire outside consultants and incur other significant costs. Any future changes in the laws and regulations affecting public companies in the United States and the rules and regulations adopted by the SEC and the Nasdaq Market, for so long as they apply to us, will result in increased costs to us as we respond to such changes. These laws, rules, and regulations could make it more difficult or more costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, on our board committees, if any, or as senior management.
Sales of a substantial number of our ordinary shares in the public market by our existing shareholders could cause our share price to fall.
Sales of a substantial number of our ordinary shares in the public market, or the perception that these sales might occur, could depress the market price of our ordinary shares and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that sales may have on the prevailing market price of our ordinary shares.
Raising additional capital or the issuance of additional equity securities would cause dilution to our existing shareholders and may affect the rights of existing shareholders or the market price of our ordinary shares.
We may seek additional capital through a combination of private and public equity offerings, debt financings and collaborations and strategic arrangements. To the extent that we raise additional capital through the issuance of equity or convertible debt securities, your ownership interest will be diluted, and the terms may include liquidation or other preferences that adversely affect your rights as a holder of our ordinary shares.
In addition, our authorized share capital consists of 100,000,000 ordinary shares, no par value. As of March 25, 2026, we had 2,192,186 ordinary shares issued and outstanding. As of March 25, 2026, we also had warrants to purchase 77,793 ordinary shares outstanding, options to purchase 23,297 ordinary shares outstanding, of which 5,469 are currently vested, and 157,653 unvested restricted share units, or RSUs. Our board of directors may issue, or reserve for issuance, an additional 48,630 ordinary shares, which might dilute your holdings substantially.
To the extent that ordinary shares are issued or options and warrants are exercised, holders of our ordinary shares will experience dilution. In addition, in the event of any future issuances of equity securities or securities convertible into or exchangeable for ordinary shares, holders of our ordinary shares may experience dilution. We also consider from time to time various strategic alternatives that could involve issuances of additional ordinary shares, including but not limited to acquisitions and business combinations, but do not currently have any definitive plan to enter into any such transaction.
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If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they adversely change their recommendations or publish negative reports regarding our business or ordinary shares, our ordinary shares price and trading volume could decline.
The trading market for our ordinary shares will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market or our competitors. We do not have any control over these analysts and we cannot provide any assurance that analysts will cover us or provide favorable coverage. If any of the analysts who may cover us adversely change their recommendation regarding our ordinary shares, or provide more favorable relative recommendations about our competitors, our ordinary shares price would likely decline. If any analyst who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our ordinary shares price or trading volume to decline.
If we engage in future acquisitions or strategic partnerships, this may increase our capital requirements, dilute our shareholders, cause us to incur debt or assume contingent liabilities, and subject us to other risks.
We may evaluate various acquisition opportunities and strategic partnerships, including licensing or acquiring complementary products, intellectual property rights, technologies or businesses. Any potential acquisition or strategic partnership may entail numerous risks, including:
| ● | increased operating expenses and cash requirements; | |
| ● | the assumption of additional indebtedness or contingent liabilities; | |
| ● | the issuance of our equity securities; | |
| ● | assimilation of operations, intellectual property and products of an acquired company, including difficulties associated with integrating new personnel; | |
| ● | the diversion of our management’s attention from our existing product programs and initiatives in pursuing such a strategic merger or acquisition; | |
| ● | retention of key employees, the loss of key personnel and uncertainties in our ability to maintain key business relationships; | |
| ● | risks and uncertainties associated with the other party to such a transaction, including the prospects of that party and their existing products or product candidates and marketing approvals; and | |
| ● | our inability to generate revenue from acquired technology and/or products sufficient to meet our objectives in undertaking the acquisition or even to offset the associated acquisition and maintenance costs. |
ITEM 4. INFORMATION ON THE COMPANY
A. History and Development of the Company
We are an early commercialization stage technology company focused on transforming railway safety through advanced AI-integrated sensing systems. We develop and commercialize 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, our technology enhances safety, improves operational efficiency and supports continuity across deployments.
We were incorporated under the laws of the State of Israel in April 2016. Our principal executive offices are located at 15 Hatidhar St. Ra’anana, 4366517 Israel. Our telephone number in Israel is +972-9-957-7706. Our website address is http://www.railvision.io. Information contained on or accessible through our website is not a part of this Annual Report on Form 20-F, and the inclusion of our website address herein is an inactive textual reference only. Puglisi & Associates, or Puglisi, serves as our authorized representative in the United States for certain limited matters. Puglisi’s address is 850 Library Avenue, Newark, Delaware 19711.
The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at http://sec.gov. We use our website (http://www.railvision.io), LinkedIn (https://www.linkedin.com/company/rail-vision), X (formerly Twitter) (https://x.com/Rail_Vision) and Facebook (https://www.facebook.com/railvision.io) as channels of distribution of Company information. The information we post through these channels may be deemed material. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls and webcasts. The contents of our website are not, however, a part of this Annual Report on Form 20-F.
We are an emerging growth company, as defined in Section 2(a) of the Securities Act, as implemented under the JOBS Act. As such, we are eligible to, and intend to, take advantage of certain exemptions from reporting requirements that generally apply to public companies, including the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, compliance with new standards adopted by the Public Company Accounting Oversight Board which may require mandatory audit firm rotation or auditor discussion and analysis, exemption from say on pay, say on frequency, and say on golden parachute voting requirements, and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We will be an emerging growth company until the earliest of: (i) the last day of the fiscal year during which we had total annual gross revenues of $1.235 billion or more, (ii) the last day of the fiscal year following the fifth anniversary of the date of the first sale of the ordinary shares pursuant to an effective registration statement (i.e., December 31, 2027), (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt, or (iv) the date on which we are deemed a “large accelerated filer” as defined in Regulation S-K under the Securities Act, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30th.
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As a foreign private issuer, we are exempt from certain rules and regulations under the Exchange Act that are applicable to other public companies that are not foreign private issuers. For example, although we intend to report our financial results on a quarterly basis, we will not be required to issue quarterly reports, proxy statements that comply with the requirements applicable to U.S. domestic reporting companies, or individual executive compensation information that is as detailed as that required of U.S. domestic reporting companies. We will also have four months after the end of each fiscal year to file our annual report with the SEC and will not be required to file current reports as frequently or promptly as U.S. domestic reporting companies. Section 8103 of the National Defense Authorization Act for Fiscal Year 2026, named the “Holding Foreign Insiders Accountable Act”, which was signed into law on December 18, 2025, requires directors and officers of foreign private issuers to make insider reports under Section 16(a) of the Exchange Act, effective March 18, 2026. Our principal shareholders continue to remain exempt from the reporting under Section 16(a) of the Exchange Act and our directors, officers and principal shareholders continue to remain exempt from the short-swing profit recovery provisions contained in Section 16(b) of the Exchange Act. As a foreign private issuer, we will also not be subject to the requirements of Regulation FD (Fair Disclosure) promulgated under the Exchange Act.
B. Business Overview
Overview
We are an early commercialization stage technology company focused on transforming railway safety through advanced AI-integrated sensing systems. We develop and commercialize 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, our technology enhances safety, improves operational efficiency and supports continuity across deployments
Since our founding in April 2016, we have developed proprietary railway detection systems designed to enhance railway safety and operational efficiency. Based on advanced image processing and deep leaning technologies, these systems provide real-time warnings to train drivers of obstacles on and around railway tracks including during severe weather and challenging lighting conditions. Our MainLine system incorporates high-resolution cameras capable of identifying objects at distances of up to 2,000 meters, together with an onboard computer unit that uses AI and machine learning algorithms to analyze images and alert train drivers of potential risks.
Our railway detection systems are based on electro-optic technology, including visible-light and thermal cameras, which transmit data to a ruggedized onboard computing unit designed to operate in harsh operating environments of locomotives. Image-processing and machine learning algorithms process the data in real time to detect and classify potential hazards on and around the tracks, including people, animals, vehicles, signs, signals and anomalies (unclassified objects). These capabilities may also support additional use cases, including data analytics.
The ongoing electrification and increasing digitalization of railways are key factors driving growth in the transportation market. The rail industry is progressively moving toward higher levels of train automation, supported by advanced control, signaling, and monitoring systems that improve train operations, including braking, acceleration, and station stopping. In parallel, operators are seeking to increase track capacity and operational efficiency, which depend not only on automation but also on modern digital signaling and traffic management systems.
Autonomous trains, often referred to as driverless trains, represent one aspect of this automation trend. These trains are designed to operate with minimal human intervention and are supervised from centralized control centers. Existing onboard obstacle detection systems autonomously command trains to slow or stop upon detecting hazards. In the systems currently deployed in the industry today, onboard obstacle detection technologies are capable of automatically commanding the train to slow or stop when hazards are detected. These technologies provide real-time notification to operational control centers and the necessary onboard attendants or remote operators for immediate intervention if required.
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As road traffic congestion increases globally, demand for smarter, higher-frequency, and more reliable rail services continues to rise, further supporting the development and adoption of autonomous and semi-autonomous train technologies. According to a January 2026 report by Fortune Business Insights, the global autonomous train market was estimated at $14.6 billion in 2025 and is expected to reach $24.26 billion in 2034, growing at a compound annual growth rate (CAGR) of 5.8% from 2026 to 2034, driven by governments and transit authorities increasingly viewing autonomous trains as a solution to congestion, labor constraints, and sustainability goals.
Our railway detection systems are currently being deployed in pilot projects with several industry-leading railway operators, and in certain cases, have progressed beyond the pilot stage, with customers placing initial commercial orders for a limited number of systems following successful trials. As we continue our progress toward further commercial rollouts, we aim to secure larger-scale orders. We believe our technology has the potential to significantly enhance railway safety and operational efficiency worldwide. Our solutions deliver substantial benefits and value to multiple stakeholders within the rail ecosystem, ranging from passengers relying on trains for transportation to companies using railways for the delivery of goods and services. Furthermore, we believe our technology positions us as a key player in operationalizing the transition to autonomous rail operations, accelerating the path to practical implementation.
Summary of Market Traction
Following a long-term pilot with Israel Railways, in January 2023, we signed an agreement for the purchase of ten MainLine Systems, began installations in February 2024, received certification approval in December 2024, and as of March 25, 2026, eight systems are installed and operational with the remaining two expected shortly. Further, in February 2026, we advanced to the next phase of our collaboration with Israel Railways for an evaluation pilot of the ShuntingYard system at Israel Railways’ cargo division.
In October 2023, we received a $500,000 order from a leading Latin American mining company for a MainLine System, which was delivered in December 2023, and which was operated under a long-term pilot since July 2024. In June 2025, following the successful completion of this pilot, the customer placed a follow-on order of approximately $335,000 for an additional MainLine System and spare parts, which have since been delivered and installed.
In January 2024 we signed a supply contract with a U.S.-based rail and leasing services company valued at up to $5.0 million for AI-based ShuntingYard systems, including an initial $1.0 million order and potential follow-on orders of up to $4.0 million subject to customer approval and exclusivity terms.
In March 2024, we received an order for our ShuntingYard System from a U.S. Class 1 freight rail company, with successful installation completed in June 2024 for evaluation in safety and operational efficiency.
In April 2024, we received an order from Loram, a leading U.S.-based provider of railway track maintenance equipment and services for our ShuntingYard System, with delivery and installation completed in June 2024, in connection with a pilot enhancing their rail track maintenance operations.
In January 2025, we received a purchase order for our MainLine product from a leading Central American freight rail operator recognized for its commitment to safety and technological modernization. The system has been delivered and installed, and is currently undergoing evaluation by the customer.
Further to the Memorandum of Understanding (MOU) signed with Sujan Ventures in January 2025, in January 2026, we announced an expansion of our activities in India following the commencement of a proof of concept (POC) demonstrating our MainLine product capabilities under challenging local conditions for multiple government officials and senior Indian Railway stakeholders. In March 2026, we announced the successful completion of the POC, which involved a thorough two-month evaluation of our MainLine system under real-world operating conditions with a local rail operator. The evaluation assessed the MainLine system’s real-time object detection and classification performance, operational stability, and effectiveness under varying environmental conditions to determine its suitability for broader deployment across Indian Railways. Upon completion of the evaluation, we received an official report from the customer indicating positive feedback regarding the system’s performance and its suitability for further evaluation and potential controlled deployment.
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Industry Overview and Market Opportunity
According to Transparency Market Research, the global driver assistance systems for locomotives market is experiencing significant growth, with a projected compound annual growth rate (CAGR) of 4.24% from 2024 to 2034. The market, valued at $9.5 billion in 2023, is expected to reach $15.1 billion by 2034, showcasing a robust and expanding opportunity for advanced detection and assistance technologies.
Source: Transparency Market Research Company’s market research named “The Global Market for Driver Assistance Systems in Locomotives” (2024)
This growth aligns with Rail Vision’s strategic focus on leveraging AI-driven systems to meet the increasing demand for railway safety, efficiency, and predictive maintenance solutions. As the market evolves, Rail Vision’s product portfolio aims to position itself to capitalize on this trajectory, offering innovative solutions that exceed current industry standards and address critical operational challenges.
The evolving market dynamics in driver assistance systems highlight a gradual shift toward higher levels of automation. While Level 1 (Driver Assistance) and Level 2 (Partial Automation) are expected to see market share declines by 2034, Level 3 (Conditional Automation) and Level 4 (High Automation) are poised for significant growth, with market shares increasing by 148 and 385 basis points, respectively. This trend underscores the growing demand for more sophisticated solutions that bridge current operational needs with the future of autonomous rail systems. One of the reasons for that is the shortage in human resources in the industry. For example, Germany’s rail sector explicitly links driverless automation to workforce shortages. In May 2024, Deutsche Bahn’s Digitale Schiene initiative stated that “for many railway undertakings, it is becoming increasingly important to operate trains with fewer staff. Fully automated, driverless driving provides an answer to this”, noting that an aging workforce and more retirements are causing “train cancellations due to a lack of staff - especially train drivers” and that “fully automated, driverless driving offers a technical solution to this problem”
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Source: Transparency Market Research Company’s market research named “The Global Market for Driver Assistance Systems in Locomotives”
Rail Vision’s unique ability to deliver solutions across the full spectrum of autonomy, from Level 1 to Level 5, positions the company to capitalize on this shift. With advanced AI-driven systems tailored for safety and operational efficiency, Rail Vision is well-equipped to meet the demands of an industry transitioning toward high automation while continuing to deliver high-impact value in existing driver-assistance applications.
Market trends indicate a significant shift in demand across train types, with suburban and long-distance freight and passenger trains becoming increasingly critical growth areas. The market share for suburban trains is projected to rise from 23.0% in 2024 to 25.2% in 2034, while long-distance trains remain a significant segment despite a slight decrease in market share from 25.3% to 21.2%. This reflects the growing need for safe and efficient rail operations in both regional and intercity networks to support economic and population growth.
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Source: Transparency Market Research Company’s market research named “The Global Market for Driver Assistance Systems in Locomotives”
Rail Vision’s advanced detection systems, designed specifically for long-distance freight and passenger trains as well as shunting yard operations, uniquely position the company to target these evolving market demands. By delivering enhanced safety, improved operational efficiency, and tailored solutions for these key segments, Rail Vision is strategically aligned to capitalize on industry trends and contribute to the modernization of global rail networks.
The steady growth of optical sensors and cameras, with market share increasing from 34.0% in 2024 to 34.9% in 2034, aligns seamlessly with Rail Vision’s advanced vision detection systems. By leveraging high-resolution optical sensors and AI-driven algorithms, Rail Vision ensures unparalleled accuracy and reliability for both long-distance freight and passenger trains, as well as shunting yard operations.
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Source: Transparency Market Research Company’s market research named “The Global Market for Driver Assistance Systems in Locomotives”
Although the market share for infrared sensors is projected to decline from 8.8% to 7.5%, Rail Vision’s strategic integration of thermal imaging alongside optical sensors continues to provide an unmatched solution for low-visibility environments and nighttime operations, enhancing safety and efficiency across its product lines.
Rail transport is an essential form of transportation, and efficient, safe railway infrastructure plays a central role in the global economy. The process of expanding and upgrading railways is taking place worldwide, driving the necessity for safe and reliable railway infrastructure. A lack of safety and inefficiency may reduce the reliability of train travel, decrease public usage and cause economic damage, including heavier road traffic, increased air pollution, and a diminished quality of life.
The market trends of integrating ADAS and autonomous technology in locomotives are impacted by demand-side factors, such as increased safety awareness and focus on operational efficiency, as well as supply-side trends, such as technological advancements and collaborative partnerships.
Demand-Side Factors: The rising emphasis on safety awareness and operational efficiency aligns with Rail Vision’s technology. Rail operators are increasingly investing in systems that provide real-time situational awareness and predictive maintenance capabilities, both of which are core strengths of Rail Vision’s MainLine and ShuntingYard systems. This growing demand highlights the market’s shift toward prioritizing safety, reducing human error, and optimizing performance, objectives that Rail Vision directly addresses.
Supply-Side Factors: Technological advancements in AI, machine learning, and sensor technologies, as noted, are reshaping the Driver Assistance Systems (DAS) market. Rail Vision leverages these advancements with its AI-driven detection and classification systems, providing enhanced obstacle detection and decision-making support. Additionally, Rail Vision’s strategic collaborations with leading rail operators and technology partners reflect the increasing importance of partnerships in accelerating innovation and integration into existing rail infrastructures.
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Railway accidents are generally attributed to several factors, such as the human factor, which includes the driver’s failure to notice and respond to obstacles on the track, limited ability to react to potential dangers, and obstructed field of view, which is impaired in poor lighting or severe weather conditions. Other factors that cause railway accidents include faults in the railway track signaling system, damaged infrastructure, and weather conditions such as rain, fog and snow.
According to the European Union Agency for Railways’ “Safety Overview 2023,” there were 1,389 significant railway accidents in the EU, resulting in 683 fatalities (excluding suicides) and 513 serious injuries. The economic cost of these significant accidents is estimated to be around €3.2 billion per annum.
In 2023, the United States experienced a concerning rise in railroad-related fatalities, totaling 995 deaths-a 10% increase from the 2022 figure of 908 and marking the highest count since 2007. Nonfatal injuries also saw an uptick, reaching 6,705, a 3% increase from the previous year’s 6,513. Notably, fatalities at highway-rail crossings decreased by 9%, while deaths from other incidents, including trespassing, rose by 17%. Preliminary data from the Federal Railroad Administration (FRA) indicates that in 2023, there were 2,192 highway-rail grade crossing collisions, resulting in 247 fatalities and 766 injuries. These statistics underscore the persistent safety challenges within the U.S. rail system. In contrast, comprehensive and up-to-date railway accident data for Latin America remains limited, highlighting a need for improved reporting and transparency in the region. Rail Vision’s increased presence in Latin America has the potential to assist operators in improving reporting and transparency by collecting big data and statistics using our systems and presenting this information to the operators through Rail Vision’s web application, which is described in the “Our Solutions” section below.
Given the braking distance required for a train to stop, operators require advanced notice to avoid obstacles on the track. The braking distance of a passenger train traveling at a moderate speed (i.e., 140 km/h or 87 mi/h) is between 600 and 800 meters (650 yards – 0.5 mile) ; freight trains typically require a similar distances, depending on the load size and speed. Human operators, however, often lack the necessary capability to detect obstructions on the track and halt a train within these distances. Our advanced technology is designed to bridge this human limitation.
Our railway detection system monitors the short and long-distance region of interest in front of the train, at an operational range of up to 2,000 meters (1.3 miles), which is longer than the braking distance of most trains. Our system is designed to detect, classify and alert train operators to real-time railway track obstacles, allowing them to make informed operational decisions and determine whether it is necessary to stop to avoid a collision. Additionally, once integrated into the train’s computer, our system’s artificial intelligence capabilities will facilitate autonomous emergency actions, such as halting the train upon obstacle classification, as well as sounding a horn and flashing lights to alert those in the vicinity.
Over the past several years, there has been an increased demand for automated solutions in railway detection systems to make train travel safer and more efficient. Several technological systems are available on the market today that are designed to reduce the risk of railway accidents, avoid injuries and damage to property, and limit unplanned track closures, making railway transport more efficient, and increasing the usage of existing railway infrastructure. Generally, these railway detection systems fall into two main categories: onboard systems installed on the train (such as our railway detection system), and fixed signaling systems installed as part of the stationary infrastructure.
The Current Train Vision Market Status and the Transition to Autonomous Train Vision
Many trains today are equipped with certain advanced automated technologies to assist railway operators such as Automatic Train Control (ATC) and Automatic Train Protection (ATP). ATC encompasses systems that regulate a train’s speed based on external data inputs, while ATP continuously ensures that a train’s speed remains within permitted limits.
In addition to ATC and ATP, Automatic Train Operation (ATO) technologies exist to enhance safety and control all phases of train operation, from acceleration to precision stopping. ATO implementations vary widely, with the most common applications found in underground railways. For example, the London Underground employs semi-automatic train operation on select lines, and the Docklands Light Railway in East London features driverless operation, replacing the driver’s cabin with a remote controller.
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ATO is defined by five Grades of Automation (GoA):
| - | GoA 0 refers to a train with a human driver who exercises full control of the train - starting, stopping, opening and closing doors, and operation in emergencies. | |
| - | GoA 1 refers to operation where the driver controls starting and stopping the train, operation of doors, emergencies and sudden deviations, with the assistance of ATP systems. | |
| - | GoA 2 refers to semi-automatic operation, where stopping is automatic, but the driver starts the train, operates the doors, and drives the train in emergencies. | |
| - | GoA 3 refers to operation without a driver, where starting and stopping is automatic, but the controller operates the doors and drives the train in emergencies. | |
| - | GoA 4 refers to train operation without supervision; starting, stopping, door operation and operation in emergencies is all automatic with no staff on the train. |
We anticipate that railway operators will progressively adopt autonomous trains. Although a full transition to GoA 3 and GoA 4 operations will require further technological development beyond current market capabilities, we believe that our advanced obstacle detection technology is well-positioned to support this transition.
A critical component of autonomous train vision is an automatic obstacle detection system capable of identifying hazards in the train’s path at distances exceeding the train’s braking distance. Such systems provide approximately twice the detection capability of a human operator during daylight and offer a significant increase in performance at night, when human visibility is severely restricted.
We are actively collaborating with train operators and manufacturers to integrate our railway detection systems within various train platforms. Our focus remains on delivering standalone detection solutions, as the additional subsystems required for full autonomy—such as ATC and ATP—are typically provided by other manufacturers. Our system’s ability to operate independently allows customers to initially deploy it as a driver warning system and seamlessly transition to higher levels of automation using the same core system reducing the need for multiple sensor platforms.
GoA 4 freight trains already operate in certain parts of the world, such as Rio Tinto Australia, and Iron Ore Canada. We believe that our railway detection systems are ideal for these operations, and our strategy includes pursuing opportunities to engage and collaborate with their operators.
Beyond GoA 4 freight trains, there are some very specific environments where trains are operated without drivers and rely on signaling systems and a sterile testing environment, such as train lines in airports or underground train lines. Such autonomous lines are rare, as they require safety infrastructure built into the external environment that is expensive to build and maintain, making it an unviable option for most operators. While these types of trains are not on our primary strategic focus, we believe that our systems will be ideal for such trains as well, as they provide an onboard solution capable of timely identifying potential hazards on and around the track.
As part of our long-term strategy to penetrate the autonomous train market, in November 2024, we unveiled an innovative Active Control System, enabling semi-autonomous locomotive capabilities. Developed in collaboration with a U.S. rail company, this system transitions from passive warning to active safety by directly controlling locomotive throttle and brakes, marking a significant step towards autonomous rail operations.
Additionally, in December 2024, we joined MxV Rail’s Technology Roadmap Program, a distinguished body responsible for formulating interoperable requirements to improve the safety and efficiency of rail operations in North America. This collaboration aims to enhance our influence in the U.S. rail market and potentially foster partnerships with key industry stakeholders.
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According to a Fortune Business Insights report from February 2026 titled Autonomous Train Market Size, Share & Industry Analysis, the global autonomous train market was estimated at $14.6 billion in 2025 and is expected to reach $24.26 billion in 2034, growing at a compound annual growth rate (CAGR) of 5.8% from 2026 to 2034, driven by governments and transit authorities increasingly viewing autonomous trains as a solution to congestion, labor constraints, and sustainability goals.
These developments underscore the industry’s shift towards higher automation levels, with Rail Vision positioned at the forefront of providing advanced obstacle detection and autonomous operation solutions.
Our Solutions
We develop solutions for several verticals in the railway market:
| 1. | The MainLine System |
The MainLine System is a detection system for passenger and freight trains that travels on main lines. The system consists of one or two external sensor units installed on the train and an onboard computer system. The onboard computer system receives data from the sensor unit and uses artificial intelligence to perform real-time algorithmic analysis, enabling the identification of potential hazards and alerting the train operator in real time.
The MainLine System is designed to detect, classify, and alert train operators to hazards at distances of up to 2,000 meters (1.2 miles) ahead of the train. Achieving detection at this range depends on maintaining a continuous line of sight.
A train traveling at high speeds of approximately 160 km/h (100 mph) typically requires a braking distance of about 800 meters (0.5 miles). The MainLine System is optimized to identify hazards at distances exceeding 800 meters (0.5 miles), providing the train operator with sufficient time to respond to potential hazards and, if necessary, bring the train to a safe stop. Actual braking distance may vary depending on multiple factors, including weather conditions and the total weight of the train.
Our railway detection system can technically interface with a train’s control and monitoring systems, including the braking system, by establishing a communication interface with the train’s existing operating system. However, in certain jurisdictions, integration with the braking system or other onboard systems may require compliance with more stringent train safety integrity levels (SIL) than those for which we are currently certified.
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Our MainLine System is designed to detect and classify objects, indicate their location on the track and their distance from the locomotive, and identify the position of track switches. A switch is a trackside device used to divert a train from one track to an adjacent track or to merge two tracks into a single line. Accurate detection of switch position is critical, as the switch determines the train’s direction of travel from the mainline track to an alternate route.
Market traction of the MainLine System
Following a long-term pilot with Israel Railways that was concluded in August 2022, in January 2023, we signed an agreement with Israel Railways for the purchase of ten MainLine Systems. The first installations of the systems began in February 2024, and in December 2024, we received certification approval for the installation of our MainLine Systems on Israel Railways’ passenger locomotives. As of March 25, 2026, eight systems are installed and operational and we expect that the remaining two systems will be installed by mid-2026. The potential sales opportunity with Israel Railways for our MainLine System is for installations on up to 300 trains, and assuming we can negotiate bidirectional installation, the potential sale opportunity could be doubled to install up to 600 MainLine Systems.
Rio Tinto Iron Ore (“RTIO”) operates the AutoHaul® program, a publicly reported autonomous heavy-haul rail network in Australia. In April 2021, we entered into an agreement with Hitachi Rail STS Australia Pty Ltd., pursuant to which our MainLine System was supplied for demonstration and evaluation purposes on RTIO’s railway network. The demonstration activities were completed in 2022. We continue to follow developments in the area of autonomous rail safety systems relevant to RTIO’s operations.
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In October 2023, we received a $500,000 purchase order for a single MainLine System and related services from a leading Latin American mining company, which was delivered to the customer in December 2023. The customer began a long-term pilot soon after installation was completed in July 2024. In June 2025, after the successful completion of the pilot, the customer placed a follow-on purchase order valued at approximately $335,000 for an additional MainLine System and related spare parts. This second system and the spare parts have since been delivered and installed.
In January 2025, we received a purchase order for our MainLine System from a leading Central American freight operator. This order aims to support a proof of concept (POC) to demonstrate the system’s advanced capabilities in enhancing rail safety and operational efficiency through real-time object detection and classification driven by AI and long-range vision sensors.
In January 2025, we signed a Memorandum of Understanding (MOU) with a leading Indian rail supplier to penetrate the Indian rail market. This strategic partnership aims to introduce our advanced safety solutions to enhance the operational efficiency and safety of India’s vast railway network. Following this MOU, in January 2026, we announced a significant expansion of our activities in India, following the commencement of a POC demonstrating our MainLine product capabilities under challenging local conditions for multiple government officials and senior Indian Railway stakeholders, positioning India as a key market in Rail Vision’s global expansion strategy. In March 2026, we announced the successful completion of the POC, which involved a thorough two-month evaluation of our MainLine system under real-world operating conditions with a local rail operator. The evaluation assessed the MainLine system’s real-time object detection and classification performance, operational stability, and effectiveness under varying environmental conditions to determine its suitability for broader deployment across Indian Railways. Upon completion of the evaluation, we received an official report from the customer indicating positive feedback regarding the system’s performance and its suitability for further evaluation and potential controlled deployment.
2. The ShuntingYard System
The ShuntingYard System is designed to streamline work in the operational areas of railways (shunting yards), which are used for the assembly, disassembly loading, and unloading of freight trains.
The ShuntingYard System consists of two external sensor units installed on either side of the locomotive that are linked to the central processing unit inside the train. The system uses algorithms, artificial intelligence and deep learning neural nets, to classify these obstacles in real time, at a range of up to 200 meters on and beside the track, under severe weather and poor visibility conditions. These real-time warnings are shown to the driver with indications of levels of severity. The system also has the technical ability to interface with the locomotive’s control systems, such as the train’s brakes. This is done by setting up a communication interface with existing systems in the train and doing so in accordance with the customer’s requirements.
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Market traction of the ShuntingYard System
In February 2023, a leading U.S.-based rail and leasing services company purchased a ShuntingYard System for a total of $140,000, which included technical support services and a six-month performance evaluation trial, which was completed in September 2023.
In January 2024, we signed a supply contract with this customer valued at up to $5,000,000 for the purchase of our AI-based ShuntingYard Systems. The first phase of the contract was valued at $1,000,000. Follow-on orders for additional ShuntingYard Systems, valued at up to $4,000,000, are subject to customer approval. The contract also includes specific purchase quotas that, if met, will provide the customer with exclusivity in the North American industrial railyards switching segment. In April 2024, the Company received an initial purchase order for the Company’s Shunting Yard systems amounting to approximately $1,000,000, as part of this contract. The contract also includes specific purchase quotas that, if met, provide the customer with exclusivity in the North American industrial railyards switching segment. In June 2024, we received follow-on orders from this customer, totaling approximately $200,000. These orders are in addition to the existing contract and relate to additional services requested by the customer.
In March 2024, we received an order for our ShuntingYard System from a Class 1 freight rail company in the United States, which is one of the largest in North America. In June 2024, we successfully completed the installation of the system on the customer’s locomotive for evaluation and testing in different scenarios related to safety and efficiency.
In April 2024, we received an order for our ShuntingYard System from Loram, a leading U.S.- based provider of railway track maintenance equipment and services. In June 2024, we successfully completed the delivery and installation, marking the beginning of a pilot project aimed at enhancing Loram’s rail track maintenance operations with our advanced technology. Following the pilot, we and Loram will evaluate a potential expansion of this collaboration, which may include further integration of our innovative solutions into Loram’s rail vehicles across the United States.
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In February 2026, we advanced to the next phase of our collaboration with Israel Railways for an evaluation pilot of the ShuntingYard system at Israel Railways’ cargo division. The pilot will enable in-depth familiarization with the system’s performance under local operational conditions and enable the collection of detailed requirements and operational feedback from Israel Railways’ cargo team. Following the successful completion of the evaluation pilot, we and Israel Railways plan to explore deployment options designed to deliver measurable enhancements in safety, operational efficiency, and maintenance cost savings.
Cost-Optimized ShuntingYard System
We are currently developing a streamlined and cost-optimized version of our ShuntingYard System designed to address the needs of certain market segments that are more price-sensitive and do not require the full range of advanced capabilities offered by our existing solution. This reduced-feature version is designed to retain the core detection and safety functionalities while simplifying system components and configurations in order to lower the overall cost. This product is currently in the research and development stage, and its potential commercialization will be subject to successful completion of development, testing, and market demand.
3. The D.A.S.H. Cloud-based Platform
Introduced in December 2024, the D.A.S.H. (Discover, Analyze, Secure, Harness) cloud-based platform is designed to complement Rail Vision’s AI-driven MainLine and ShuntingYard Systems. This platform transforms railway operational data into actionable insights and comprehensive reports to help optimize performance, reduce downtime, and improve safety. It supports rail operators by improving decision-making and operational efficiency.
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Key features of the D.A.S.H. solution include:
| ● | Seamless Integration: D.A.S.H. seamlessly integrates with existing and future big-data platforms from other sensors, creating a synergistic environment for data analysis and operational efficiency. | |
| ● | Enhanced Decision-Making: By leveraging advanced detection capabilities and robust safety measures, the platform enables operators to make informed decisions, ensuring safety and operational efficiency. | |
| ● | Operational Streamlining: The platform’s comprehensive data analysis and reporting tools assist in optimizing operations, reducing downtime, and lowering operational costs. |
The introduction of D.A.S.H. represents Rail Vision’s holistic approach to transforming rail operations through big data and technology, aiming to provide rail operators with the tools needed to overcome challenges, ensure safety, and achieve greater operational efficiency.
Competition
The market for railway safety and detection systems is competitive and rapidly evolving. We face competition from a diverse range of companies, including established multinational corporations, specialized technology startups, system integrators, and original equipment manufacturers (OEMs). These competitors vary in size, technological approach, industry experience, and market reach.
Competition for the MainLine System:
Our MainLine System, designed for passenger and freight trains operating on main railway lines, competes primarily against companies that develop rail-specific detection and driver assistance solutions. Among these are startups such as 4AI Systems and NIART Technologies, which focus on innovative, AI-driven technologies dedicated to railway applications.
In addition, several large multinational corporations, such as Bosch Engineering GmbH and Siemens Mobility GmbH, have significant presences in the railway safety and automation market. These companies typically develop integrated safety and control systems, including detection technologies, often as part of broader solutions for their rolling stock manufacturing or rail operator clients. However, these offerings tend to be designed primarily for internal use or as part of integrated OEM packages, rather than as standalone systems for widespread third-party deployment.
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Many competitors leverage technologies adapted from the automotive or other industries, including light detection and ranging (LiDAR), radar, and other active sensing methods. While these technologies can offer certain benefits, we differentiate ourselves by developing our railway detection systems from the ground up specifically for rail environments, leveraging passive, non-emitting electro-optic sensors combined with advanced artificial intelligence.
This approach enables longer detection ranges - up to 2,000 meters - and higher accuracy under challenging environmental and operational conditions, including harsh weather and complex track infrastructure.
Our passive vision-based technology is less susceptible to interference caused by metallic track components, reflections, or environmental factors such as fog or rain, compared to radar or LiDAR-based systems. Thermal imaging further enhances detection capabilities by identifying heat-emitting obstacles, such as humans and animals, as well as objects with distinct thermal signatures, which is critical for comprehensive railway safety and operational monitoring.
We believe that these technological advantages translate into higher detection probabilities, lower false alarm rates, and overall improved safety outcomes compared to competing solutions.
Competition for the ShuntingYard System
The ShuntingYard System, focused on low-speed operations such as yard and terminal switching, competes with startups like OTIV, which is developing specialized rail safety and obstacle detection products for complex yard environments.
Larger OEMs and system integrators may also develop proprietary shunting and yard safety solutions, typically customized for their customers’ specific operational requirements and often intended for internal deployment within their equipment fleets or client operations.
Our ShuntingYard System distinguishes itself by offering real-time obstacle detection and situational awareness optimized for the dynamic and cluttered environment of rail yards. Its AI-driven classification and detection capabilities enable enhanced safety and operational efficiency in shunting operations.
Market Position and Challenges
We compete in a global market that includes large, well-established system integrators, traditional rail technology suppliers, and smaller, specialized startups focused on niche safety solutions. Incumbent competitors often have significant advantages in terms of brand recognition, long operating histories, extensive sales and support networks, and existing contractual relationships with rail operators, national rail authorities, and OEMs. These competitors may also have greater financial resources to invest in research and development, marketing, product diversification, and rapid scaling of operations across multiple geographies.
In parallel, emerging technology startups in adjacent segments of the rail and transportation technology ecosystem may introduce competitive pressures through novel solutions, agile development cycles, and differentiated go-to-market approaches. These market entrants may pursue aggressive pricing, strategic partnerships, or platform-level innovation that could affect Rail Vision’s ability to attract and retain customers.
Our ability to compete effectively depends on several factors, including our success in continuing to innovate our core technology, securing regulatory acceptance and industry certifications and broadening our commercial footprint. We also face execution challenges related to scaling production and deployment, maintaining intellectual property protection, adapting to varying regional regulatory environments, and securing the necessary aftermarket support and services that customers increasingly expect.
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While we believe that our focused expertise in AI-driven vision systems, field performance data, and targeted application in both mainline and shunting yard operations provide a competitive differentiation, there can be no assurance that we will successfully address these competitive dynamics or that existing or future competitors will not develop superior technologies or capture greater market share.
Although we believe that our technology and market focus provide meaningful competitive advantages, there is no assurance that we will maintain our relative position in a rapidly evolving industry.
Business and Marketing Strategy
We believe that we are positioned to lead the global transformation of rail operations by delivering advanced vision-based detection solutions powered by artificial intelligence. Our mission is to enhance railway efficiency, safety, and reliability through AI-driven technologies focused on rail monitoring, obstacle detection, and predictive maintenance.
Our solutions are designed to enable rail operators to proactively manage operational risks, reduce costs, and increase safety. The technology facilitates early hazard detection, rapid response, and optimized traffic management, contributing to reduced accident rates and fewer service disruptions.
We are committed to continuous innovation to advance smarter, safer, and more sustainable rail transportation.
Rail Vision’s solutions are aligned with three distinct strategic time horizons:
| ● | In the short term, we focus on advanced driver warning systems, which provide real-time alerts to train operators regarding potential hazards on the tracks, enabling timely preventive action and immediate safety improvements. | |
| ● | In the medium term, we serve as a critical enabler of intervening systems by delivering highly advanced vision capabilities that function as the “eyes” of the system. These capabilities support solutions that can actively assist or override manual control in critical situations to prevent accidents and mitigate operational risks. | |
| ● | In the long term, our AI-driven vision technology is designed to act as the core sensory foundation for autonomous rail solutions, enabling fully or partially automated train operations and supporting our long-term strategic vision for intelligent, safe, and efficient rail transportation. |
Market Segments
We are currently focusing on the following two main segments of the market as described above:
| 1. | Locomotives for shunting yards - We are focused on selling the ShuntingYard System to shunting yard operators. Our railway detection system for this market segment is at a relatively advanced stage, with a number of recent customer orders and pilot projects in the United States. Our shunting yard strategy focuses on clear, measurable value drivers, including improved operational efficiency, enhanced safety as an incremental benefit, and mitigation of ongoing manpower challenges faced by rail operators. The addressable market is global, with a current focus on North America. The offering is also designed to integrate with existing remote control systems and presents potential OEM partnership opportunities. |
| 2. | Locomotives for passenger and freight trains - Our strategic focus on this market segment, through our MainLine system, derives from the fact that it includes the largest number of trains, and that the trains operating in this market segment are exposed to serious risks and the realistic probability for potentially fatal accidents. We invest significant efforts in promoting sales to passenger and freight train operators. The sales processes for this market segment include a demonstration of the system’s capabilities according to specific requirements of each train operator. Our railway detection system for this market segment is at a relatively advanced stage, with a number of recent customer orders and pilot projects worldwide. |
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New Products and Applications
We are currently exploring several additional applications of our railway detection systems, which are in various stages of research and development. These applications are designed to enhance the functionality of Rail Vision’s existing MainLine and ShuntingYard systems and provide additional value to customers.
New Features and Ongoing Development
Our systems combine hardware with advanced algorithmic software, which can be updated and improved over time. We are actively engaged in research and development of additional features and applications intended to enhance the value provided to customers. These ongoing developments focus on leveraging sensor data and artificial intelligence to expand the capabilities of our platforms, improve operational safety, and support more efficient railway operations.
While these features remain in the development stage, they are designed to complement our existing MainLine and ShuntingYard systems, providing enhanced situational awareness, predictive insights, and operational intelligence. We believe that continuous innovation in our algorithms and software is key to maintaining a technological advantage and delivering meaningful benefits to our customers as new functionalities are introduced.
Maintenance and Predictive Maintenance
Customers who have installed our MainLine and ShuntingYard systems for real-time identification of objects will have the option of receiving predictive track maintenance insights, such as identification of vegetation invading the tracks, damage to infrastructure, sunk pylons, etc. This railway detection system application will be able to collect the data from the sensors and check for any changes in and around the track infrastructure in order to indicate possible defects in the infrastructure. Currently, this application is in the initial research and development stage.
Data Services
We are developing data services based on long-term collection of sensor data from trains. This application will generate actionable insights on:
| ● | Infrastructure conditions | |
| ● | Train traffic patterns | |
| ● | Surrounding environmental conditions |
Analysis of these data will allow train operators to:
| ● | Reduce downtime caused by infrastructure issues | |
| ● | Improve train scheduling and synchronization |
This application is currently in the early research and development stage and depends on the installation and operation of large numbers of railway detection systems to obtain sufficient data for full functionality, assuming successful completion of development.
We intend to offer these data services as an added value to our installed systems, rather than as a standalone product. Our D.A.S.H. platform serves as the foundation for these data services, providing the tools for collecting, processing, and analyzing sensor data from the systems already deployed with customers. Following the deployment of our MainLine and ShuntingYard systems to multiple customers, the D.A.S.H. platform has been integrated with customer systems and is considered by us to be a key driver of future growth.
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Commercial Agreements
Israel Railways
On January 31, 2023, we signed a contract with Israel Railways to supply 10 systems. The total amount is approximately $1.40 million. The first installations of the systems began in February 2024, and in December 2024, we received certification approval for the installation of our MainLine Systems on Israel Railways’ passenger locomotives.
As of March 25, 2026, eight systems are installed and operational and we expect that the remaining two systems will be installed by mid-2026.
Further, in February 2026, we advanced to the next phase of our collaboration with Israel Railways for an evaluation pilot of the ShuntingYard System at Israel Railways’ cargo division.
U.S.-based rail and leasing services company
In January 2024, we signed a supply contract with a leading U.S.-based rail and leasing services company valued at up to $5,000,000 for the purchase our AI-based ShuntingYard Systems. The first phase of the contract was valued at $1,000,000. Follow-on orders for additional ShuntingYard Systems, valued at up to $4,000,000, are subject to customer approval. The contract also includes specific purchase quotas that, if met, provide the customer with exclusivity in the North American industrial railyards switching segment.
In April 2024, the Company received an initial purchase order for the Company’s ShuntingYard systems amounting to approximately $1,000,000 as part of this contract.
In June 2024, the Company received follow-on orders from this customer in a total amount of approximately $200,000, which is in addition to the existing contract and refers to additional services requested by the customer.
India – Collaboration with Sujan Ventures
On January 7, 2025, we signed a memorandum of understanding (MOU) with Sujan Ventures, a division of the Sujan Group, a leading technology and components supplier to the Indian rail industry. Under the terms of the MOU, the parties agreed to collaborate to introduce Rail Vision’s advanced safety systems to the Indian market, with an initial focus on potential inclusion of our systems in future Indian railway safety tenders. These tenders are expected to involve the deployment of advanced safety technologies across thousands of locomotives in India.
Pursuant to the MOU, Sujan Ventures agreed to lead local business development efforts and facilitate a demonstration and trial of our systems in India. As part of the collaboration, Sujan Ventures made an initial upfront payment to the Company and agreed to make additional milestone-based payments in connection with the implementation of a demonstration and trial of the Company’s systems. The MOU also granted Sujan Ventures an exclusive right, during the term of the MOU, to negotiate and enter into a definitive agreement to distribute the Company’s solutions in India. The parties agreed to negotiate in good faith a definitive commercial agreement following successful completion of the trial and customer approvals.
In December 2025, the parties agreed to amend certain commercial terms of the MOU, including the rescheduling of certain payments and the waiver of a conditional milestone payment, while maintaining the overall framework of collaboration and the planned trial activities.
In January 2026, we announced a significant expansion of our activities in India, following the commencement of a POC demonstrating our MainLine product capabilities under challenging local operating conditions for multiple government officials and senior stakeholders within the Indian railway ecosystem. The POC represents an important step toward potential large-scale adoption of our technology in India and supports our strategy to position India as a key market in our global expansion strategy. In March 2026, we announced successful completion of the POC which involved a thorough two-month evaluation of our MainLine system. Upon completion of the evaluation, Rail Vision received an official report from the customer indicating positive feedback regarding the system’s performance and its suitability for further evaluation and potential controlled deployment.
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Knorr-Bremse
We maintain a long-standing strategic relationship with Knorr-Bremse AG, a globally recognized, 110-year-old leader in braking systems and rail-industry technologies, which is publicly listed on the Frankfurt Stock Exchange and employs more than 30,000 people in over 100 locations worldwide. Our historical cooperation with Knorr-Bremse, including strategic and investment agreements, reflects our continued alignment with one of the most established companies in the global railway sector and supports our positioning within the broader rail ecosystem.
Government Regulation
As the autonomous train industry continues to develop, regulators, including the FRA and the ERA, may adapt existing regulations and create new ones in order to ensure the compatibility of autonomous trains and autonomous train technology with regulatory expectations, requirements relating to safety and legal liability. In April 2024, for instance, the FRA issued a final rule on ‘Train Crew Size Safety Requirements,’ which established a formal special approval process for railroads seeking to initiate automated or one-person operations. Furthermore, in January 2026, the FRA approved a significant five-year nationwide waiver program to expand the use of Automated Track Inspection (ATI) technology, allowing machine-based systems to supplement and, in certain cases, reduce manual visual inspection requirements. We cannot anticipate what regulations will materialize from the FRA’s RFI, or from parallel inquiries underway in other countries in which we operate. Likewise, we cannot predict the limitations, restrictions and controls nor the economic consequences flowing from such regulations. Should restrictive regulations apply, they could delay the introduction of autonomous train technology, cause us to redesign aspects of our products, impose additional costs and adversely affect our results of operations. We cannot assure you that we have been or will be at all times in complete compliance with such laws, regulations and permits.
In addition, we are subject to a number of laws and regulations that involve matters central to our business. These laws and regulations involve privacy, data protection, intellectual property, competition, and other subjects. Many of the laws and regulations to which we are subject are still evolving and being tested in courts and could be interpreted in ways that could harm our business. In addition, the application and interpretation of these laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which we operate. Because global laws and regulations have continued to develop and evolve rapidly, it is possible that we may not be, or may not have been, compliant with each such applicable law or regulation.
Investment in Quantum Computing
We are leveraging our unique expertise in advanced vision and railway-safety technologies by combining it with quantum computing and artificial intelligence. As of March 25, 2026, we hold a 51% stake in Quantum Transportation Ltd., or Quantum Transportation, a majority-owned subsidiary and a cutting-edge quantum computing and AI company specializing in machine-learning-based error correction technologies. On November 30, 2025, we entered into a securities exchange agreement with Quantum Transportation and certain of its shareholders or the Exchanging Shareholders, including Mr. Eli Yoresh and Mr. Ofer Naveh, our chairman of the board of directors and chief financial officer, respectively. Pursuant to the agreement we issued to the Exchanging Shareholders an aggregate of 99,424 of our ordinary shares, representing 4.99% of the our issued and outstanding shares capital as of the date of signing the agreement and immediately prior to such issuance, in exchange for 51% of Quantum Transportation’s issued and outstanding share capital on a fully diluted and post-closing basis, equal to 55,249 of Quantum Transportation’s ordinary shares, or the Acquisition. The Acquisition closed on January 14, 2026, upon which Quantum Transportation became our majority-owned subsidiary. In connection with the closing, we extended to Quantum Transportation a convertible loan facility of up to $700,000, bearing 8% annual interest, to support its operations and development roadmap. As of March 25, 2026, we have advanced $100,000 under this convertible loan facility to Quantum Transportation. See “Item 7.B.-Major Shareholders and Related Party Transactions-Related Party Transactions-Convertible Loan Facility with Quantum Transportation” for additional information.
Quantum Transportation is a cutting-edge quantum computing and AI company that develops tools that aims to help quantum development teams with error correction schemes tailored to their systems. Quantum Transportation can potentially support computing and algorithm companies and teams that lack in-house quantum error correction expertise. Its platform includes simulators and research environments that improve error tolerance and robustness in quantum processors
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Quantum Transportation 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 the Tel Aviv University. This intellectual property and additional know-how addresses critical challenges in noisy intermediate-scale quantum devices by enabling efficient, real-time decoding of surface code errors, significantly reducing computational overhead compared to traditional methods and supporting scalable fault-tolerant quantum computing.
According to a Markets and Markets report from September 2025 titled Quantum Computing Market Size, Share & Trends, the quantum computing market was valued at $2.7 billion in 2024 and is anticipated to be $20.20 billion by 2030, growing at a CAGR of 41.8% from 2025 to 2030. The growth of the quantum computing market is driven by several key factors, most notably the transformative potential of quantum computers to significantly outperform classical systems in specific applications, particularly in computationally intensive tasks such as large-number factorization and accurate simulation of quantum systems. This enhanced capability is driving demand across industries seeking more powerful solutions to complex problems. Several governments have made significant long-term public investments to support the development and deployment of quantum technologies, including a £2.5 billion (approximately $3.4 billion), 10-year National Quantum Strategy announced by the United Kingdom in 2024, the European Union’s €1 billion (approximately $1.2 billion) Quantum Flagship program, and multi-billion-dollar national quantum initiatives in the United States, China, Japan and Canada. These initiatives reflect a broad policy view that leadership in quantum technologies is important for national security, secure communications and strategic technological independence.
Our technology team and Quantum Transportation are exploring ways to combine quantum-AI based error correction with our advanced vision and railway-safety technologies. By joining forces and collaborating with a cutting-edge company and its technology, we aim to create meaningful technological synergies, enhance our current and future product lines, accelerate innovation, and support long-term value creation for stakeholders.
We believe that Quantum Transportation’s sub-licensed, machine learning-based universal decoder pending patent represents a potential breakthrough in quantum error correction, addressing the inherent noise in qubits that limit scalable quantum computing. This technology, developed by leading computer science experts and protected as patented intellectual property, is code-agnostic, noise-aware, and scalable. This enables it to adapt seamlessly across various hardware and software platforms, such as potentially ours, code sizes and empowers quantum hardware companies, labs and technology companies that are aiming to use and harness quantum computing, optimal error correction schemes without in-house capabilities.
Quantum Transportation is currently partially owned by QuantumX Labs Ltd., which is one of Israel’s quantum technology and algorithm hubs. By being part of this hub, Quantum Transportation continues to be supported by quantum experts and is able to collaborate with the other engineers and scientists that are part of this hub.
By utilizing this IP for transportation applications, including railway, we and Quantum Transportation aim 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.
In January 2026, Quantum Transportation announced the development and validation of its first-generation transformer-based neural decoder, demonstrating superior decoding accuracy and efficiency across multiple quantum codes and noise models compared to leading classical algorithms. This decoder is protected under a comprehensive IP strategy and reflects a major technical milestone in machine-learning-based quantum error correction.
In February 2026, Quantum Transportation announced that it successfully implemented its transformer-based neural decoder on the AWS cloud, marking a significant milestone toward real-world quantum applications within the transportation sector. This achievement positions Quantum Transportation with the ability to collaborate with quantum hardware design partners and enter the next phase: direct testing of its code-agnostic decoder on physical quantum hardware across diverse architectures.
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Intellectual Property
We seek patent protection as well as other effective intellectual property rights for our products and technologies in the United States and internationally. Our policy is to pursue, maintain and defend intellectual property rights developed internally and to protect the technology, inventions and improvements that are commercially important to the development of our business.
We have 46 registered patents and 2 pending patent applications. Failure to gain approval for the patent applications filed by us or a change in the patents granted to us, in whole or in part, and the promotion and creation of alternative technologies to our technology, may adversely affect our status and ability to sell the system developed by it.
A provisional patent application is a preliminary application that establishes a priority date for the patenting process for the invention concerned and provide certain provisional patent rights. We cannot be certain that patents will be granted with respect to any of our pending patent applications or with respect to any patent applications filed by us in the future, nor can we be sure that any of our existing patents or any patents granted to us in the future will be commercially useful in protecting our technology. Despite our efforts to protect our intellectual property, any of our intellectual property and proprietary rights could be challenged, invalidated, circumvented, infringed or misappropriated, or such intellectual property and proprietary rights may not be sufficient to permit us to take advantage of current market trends or otherwise to provide competitive advantages. For more information, please see “Item 3.D-Risk Factors-Risks Related to our Intellectual Property.”
In addition, we may be exposed to claims and/or suits regarding the use of proprietary rights of third parties who received approval for the registration of a patent in respect of an application which had already been filed when we made use of such rights.
Our subsidiary Quantum Transportation holds an exclusive sub license for an innovative pending patent application in quantum error correction owned by Ramot, the technology transfer company of the Tel Aviv University.
Legal proceedings
We are not currently party to any pending material legal proceedings. From time to time, we may become a party to litigation incident to the ordinary course of our business. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
Employees
As of March 25, 2026, we have five (5) senior management positions, all of whom are engaged on a full-time basis. In addition to our senior management, we have forty-eight (48) employees in full or part-time capacities. All our employees are located in Israel.
None of our employees are represented by labor unions or covered by collective bargaining agreements. We believe that we maintain good relations with all our employees. However, in Israel, we are subject to certain Israeli labor laws, regulations and national labor court precedent rulings, as well as certain provisions of collective bargaining agreements applicable to us by virtue of extension orders issued in accordance with relevant labor laws by the Israeli Ministry of Economy and which apply such agreement provisions to our employees even though they are not part of a union that has signed a collective bargaining agreement.
All of our employment and consulting agreements include employees’ and consultants’ undertakings with respect to non-competition and assignment to us of intellectual property rights developed in the course of employment and confidentiality. The enforceability of such provisions is subject to Israeli law.
C. Organizational Structure
We have one majority-owned subsidiary, Quantum Transportation Ltd., which was incorporated in 2025 in the State of Israel, that is a cutting-edge quantum computing and AI company specializing in error correction technologies. As of the date of this Annual Report, we hold 51% of the outstanding share capital of Quantum Transportation Ltd.
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D. Property, Plant and Equipment
Our corporate headquarters, which includes our offices and research and development facility, is located at 15 Ha’Tidhar St., Ra’anana, Israel, where we currently occupy approximately 1,570 square meters (approximately 16,900 square feet). We lease our facilities for a monthly rent of approximately NIS 85,000 (approximately $26,500) and our current lease period ends in September 2026. At the end of the initial term, we have the option to extend the lease period for an additional five years from September 9, 2026, to September 8, 2031, with a monthly rent of between NIS 96,000 (approximately $30,000) and NIS 102,000 (approximately $32,000) over the additional lease period. All the amounts are linked to the Israeli Consumer Price Index.
In March 2026, we entered into a new lease agreement for office premises, including a research and development facility, located in Infinity Park, Ra’anana, Israel, where we will occupy approximately 1,230 square meters (approximately 13,240 square feet). The average monthly rental payments will be approximately NIS 97,000 (approximately $30,500). The new facilities are expected to become available for occupancy on October 1, 2026. The lease term is for an initial period of five years, with an option to extend for an additional five years. The rental payments under the new lease agreement are linked to the Israeli CPI.
We expect to relocate our corporate headquarters to the new premises upon commencement of the new lease. Based on the terms of the new lease and our anticipated operating needs, our rental expenses are not expected to differ materially from our current lease costs.
ITEM 4A. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included elsewhere in this annual report. The discussion below contains forward-looking statements that are based upon our current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to inaccurate assumptions and known or unknown risks and uncertainties, including those identified in “Cautionary Note Regarding Forward-Looking Statements” and under “Risk Factors” elsewhere in this annual report. The following discussion of the financial condition and results of operations is for the years ended December 31, 2025 and 2024. Discussion regarding our financial condition and results of operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023 is included in Item 5 of our Annual Report on Form 20-F for the year ended December 31, 2024, filed with the SEC on March 31, 2025.
Overview
We are an AI-powered railway technology company in the early commercialization stage, focused on transforming the railway safety and data markets. We believe we have developed cutting edge, industry-leading AI-based detection systems specifically designed for rail applications. Our systems are designed to enhance railway safety, support prevention of accidents, save lives, improve operational efficiency, and significantly reduce costs for the railway operators through real-time detection and actionable data insights.
Since our founding in April 2016, we have developed proprietary railway detection systems designed to enhance railway safety and operational efficiency. These systems are based on advanced image processing and deep leaning technologies and provide early warnings to train drivers of obstacles on and around the railway track, including in severe weather and challenging lighting conditions. Our system uses high-resolution cameras capable of identifying objects at distances of up to 2,000 meters, together with an onboard computer unit that uses AI and machine learning algorithms to analyze images, identify objects on or near the tracks, and alert train drivers of potential risks.
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Our railway detection systems use electro-optics technology, including visible-light spectrum cameras and thermal cameras, which transmit data to a ruggedized on-board computing unit designed to operate in harsh environmental conditions of locomotives. Our railway detection and classification system includes image-processing and machine-learning algorithms that process the data in real time to identify potential hazards on and around the track. These algorithms are designed to detect and classify objects, such as people, animals, vehicles, signs, signals along the track, and anomalies (unclassified objects). These data collection and classification capabilities can be applied to additional use cases, including big data analytics.
For more information regarding our business and operations, see “Item 4B. Business Overview” above.
Recent Developments
Acquisition of Majority Stake in Quantum Transportation
On November 30, 2025, we entered into a securities exchange agreement with Quantum Transportation and certain of the shareholders of Quantum Transportation, including Mr. Eli Yoresh and Mr. Ofer Naveh, our chairman of the board of directors and chief financial officer, respectively, pursuant to which we issued to the Quantum Transportation Shareholders an aggregate of 99,424 of our ordinary shares, representing 4.99% of our issued and outstanding shares capital as of the date of signing the agreement and immediately prior to such issuance, in exchange for 51% of Quantum Transportation’s issued and outstanding share capital on a fully diluted and post-closing basis, equal to 55,249 of Quantum Transportation’s ordinary shares. The acquisition closed on January 14, 2026, which resulted in Quantum Transportation becoming our majority-owned subsidiary. In connection with the closing, we extended to Quantum Transportation a convertible loan facility of up to $700,000, bearing 8% annual interest, to support its operations and development roadmap. As of March 25, 2026, we have advanced $100,000 under this convertible loan facility to Quantum Transportation. See “Item 7.B.-Major Shareholders and Related Party Transactions-Related Party Transactions-Convertible Loan Facility with Quantum Transportation” for additional information.
A. Operating Results
Operating Expenses
Our current operating expenses consist of two components - research and development expenses, and general and administrative expenses. To date, we have not generated significant revenues.
Research and Development Expenses, net
Our research and development expenses consist primarily of salaries and related personnel expenses (including share-based payment), subcontractor’s expenses and other related research and development expenses.
The following table discloses the breakdown of research and development expenses:
| Year ended December 31, | Year ended December 31, | |||||||
| (in thousands of USD) | 2025 | 2024 | ||||||
| Payroll and related expenses | $ | 5,191 | $ | 4,216 | ||||
| Share-based payment | $ | 537 | $ | 120 | ||||
| Depreciation | $ | 127 | $ | 134 | ||||
| $ | $ | |||||||
| R&D consumables | $ | 441 | $ | 291 | ||||
| Rent and office maintenance | $ | 473 | $ | 413 | ||||
| Travel and other expenses | $ | 95 | $ | 105 | ||||
| Total | $ | 6,864 | $ | 5,279 | ||||
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General and Administrative Expenses
General and administrative expenses consist primarily of salaries and related expenses, share-based payment, professional service fees for accounting, legal and bookkeeping, facilities, travel expenses and other general and administrative expenses.
The following table discloses the breakdown of general and administrative expenses:
| Year ended December 31, | Year ended December 31, | |||||||
| (in thousands of USD) | 2025 | 2024 | ||||||
| Payroll and related expenses | $ | 2,219 | $ | 1,733 | ||||
| Share-based payment | $ | 916 | $ | 126 | ||||
| Professional services | $ | 1,667 | $ | 1,593 | ||||
| Travel expenses | $ | 113 | $ | 84 | ||||
| Rent and office maintenance | $ | 158 | $ | 138 | ||||
| Depreciation | $ | 6 | $ | 13 | ||||
| Marketing and other | $ | 344 | $ | 488 | ||||
| Total | $ | 5,423 | $ | 4,175 | ||||
Comparison of the Year Ended December 31, 2025, to the Year Ended December 31, 2024
Results of Operations
| December 31 | December 31, | |||||||
| (in thousands of USD) | 2025 | 2024 | ||||||
| Revenues | $ | 1,487 | $ | 1,300 | ||||
| Cost of revenues | $ | (935 | ) | $ | (850 | ) | ||
| Gross profit | $ | 552 | $ | 450 | ||||
| Research and development expenses | $ | (6,864 | ) | $ | (5,279 | ) | ||
| General and administrative expenses | $ | (5,423 | ) | $ | (4,175 | ) | ||
| Operating loss | $ | (11,735 | ) | $ | (9,004 | ) | ||
| Financial (expenses) income: | $ | $ | ||||||
| Revaluation of derivatives and warrants liabilities | $ | (380 | ) | $ | (20,181 | ) | ||
| Other financing income (expenses), net | $ | 1,015 | $ | (1,523 | ) | |||
| Net Loss | $ | (11,100 | ) | $ | (30,708 | ) | ||
Revenues
Our revenues for the year ended December 31, 2025, amounted to $1,487,000 representing an increase of $187,000, or 14.4% compared to $1,300,000 for the year ended December 31, 2024. Revenues for 2025 were mainly derived from additional installations of our MainLine Systems for Israel Railways, a MainLine system purchase by a leading Central American freight rail operator, a follow-on purchase for an additional MainLine System, sales of related spare parts by a leading Latin American mining company and services provided to existing customers.
Research and Development Expenses
Our research and development expenses for the year ended December 31, 2025, amounted to $6,864,000 representing an increase of $1,585,000, or 30.0% as compared to $5,279,000 for the year ended December 31, 2024. The increase was primarily attributable to higher salaries and related personnel expenses, reflecting an increase in headcount and salary levels, the impact of the depreciation of the U.S. dollar against the Israeli shekel (NIS), since salaries are paid in NIS, and the absence in 2025 of temporary salary reductions that were in effect during the first six months of 2024. The increase also reflects higher share-based payment expenses, mainly due to new grants of RSUs to employees during the period, and increased purchases of R&D equipment to support ongoing development activities.
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General and administrative expenses
Our general and administrative expenses totaled $5,423,000 for the year ended December 31, 2025, representing an increase of $1,248,000, or 29.9% compared to $4,175,000 for the year ended December 31, 2024. The increase was primarily attributable to higher salaries and related personnel expenses, reflecting salary adjustments, one-time bonuses and the absence in 2025 of temporary salary reductions that were in effect during the first six months of 2024. Additional contributing factors included the depreciation of the U.S. dollar against the NIS, as a significant portion of our expenses are denominated in NIS, and higher share-based payment expenses, including both new RSU grants to employees and a one-time share-based compensation expense recognized in connection with equity grants to two service providers in the areas of investor relations and business development. These increases were partially offset by a decrease in marketing expenses.
Operating loss
As a result of the foregoing, our 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, an increase of $2,731,000, or 30.3%.
Financial expenses and income:
Revaluation of derivatives and warrants liabilities expenses
For the year ended December 31, 2025, we recorded expenses in amount of $380,000 due to the revaluation of derivatives, warrant liabilities and other in connection with shares issued under the SEPA (as defined below). 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 financial expenses and income
For the year ended December 31, 2025, our other financial income amounted to $1,015,000, primarily attributable to interest income earned on short-term deposits. This compares to $1,523,00 of other financial expenses for the year ended December 31, 2024. The change of $2,538,000 is mainly due to the full amortization of the discount related to the convertible loan credit facility entered into in January 2024, recorded in the year ended December 31, 2024.
Net Loss
As a result of the foregoing, our net loss for the year ended December 31, 2025, was $11,100,000 compared to $30,708,000 for the year ended December 31, 2024, a decrease of $19,608,000, or 63.8%.
Key Business Metrics and Non-GAAP Financial Measures
We monitor the key business metrics set forth below to help us evaluate growth trends, establish budgets, measure the effectiveness of our sales and marketing efforts, and assess operational efficiencies. Our key business metric is Non-GAAP Net Loss. Increases or decreases in our key performance metrics may not correspond with increases or decreases in our revenue.
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Non-GAAP Net Loss
Non-GAAP net loss is a non-GAAP financial metric that we defined as GAAP net loss excluding stock-based compensation expenses and revaluation of derivative warrant liability expenses. Our non-GAAP net loss for the year ended December 31, 2025, was $9,260,000 compared to $10,129,000 for the year ended December 31, 2024, a decrease of $869,000, or 8.6%.
| December 31 | December 31, | |||||||
| (in thousands of USD) | 2025 | 2024 | ||||||
| GAAP Net Loss | $ | (11,100 | ) | $ | (30,708 | ) | ||
| Stock-based compensation expenses | $ | 1,460 | $ | 398 | ||||
| Revaluation of derivative warrant liability expenses | $ | 380 | $ | 20,181 | ||||
| Non-GAAP Net Loss | $ | (9,260 | ) | $ | (10,129 | ) | ||
We believe that this non-GAAP financial measure is useful in evaluating our business as a way of assisting an investor in evaluating future cash flows of the business.
B. Liquidity and Capital Resources
Overview
Since our inception through December 31, 2025, we have funded our operations principally with approximately $97 million (net of issuance expenses) from the issuance of ordinary shares, preferred shares, and warrants in public and private offerings. As of December 31, 2025, we had approximately $20 million in cash and cash equivalents.
The table below presents our cash flows for the periods indicated:
| December 31, | December 31, | |||||||
| (in thousands of USD) | 2025 | 2024 | ||||||
| Operating activities | $ | (9,122 | ) | $ | (9,682 | ) | ||
| Investing activities | $ | (125 | ) | $ | (30 | ) | ||
| Financing activities | $ | 11,789 | $ | 23,918 | ||||
| Effect of exchange rate changes on cash and cash equivalents | $ | 219 | $ | (27 | ) | |||
| Net increase in cash and cash equivalents | $ | 2,761 | $ | 14,179 | ||||
Operating Activities
Net cash used in operating activities of $9,122,000 during the year ended December 31, 2025, was primarily used for payment of an aggregate of approximately $7,410,000 in salaries and related personnel expenses. The remaining amount of approximately $1,712,000 was used for professional services, marketing, travel, rent and other miscellaneous expenses.
Net cash used in operating activities of $9,682,000 during the year ended December 31, 2024, was primarily used for payment of an aggregate of approximately $5,949,000 in salaries and related personnel expenses. The remaining amount of approximately $3,733,000 was used for professional services, marketing, travel, rent and other miscellaneous expenses.
Investing Activities
Net cash used in investing activities of $125,000 during 2025 and $30,000 during 2024, primarily reflected the purchase of fixed assets in both periods.
Financing Activities
Net cash provided by financing activities in the year ended December 31, 2025, consisted of $11,789,000, primarily in proceeds from the issuance of ordinary shares, net of issuance expenses, in relation to the SEPA (as defined below) and the ATM Facility (as defined below) and proceeds from the exercises of January 2024 Facility Warrants. See “Standby Equity Purchase Agreement (October 2024), “At-the-Market Sales Agreement (April 2025)” and “Execution of Credit Facility Agreement and Issuance of Warrant (January 2024)”.
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Net cash provided by financing activities in the year ended December 31, 2024, consisted of $23,918,000 primarily in proceeds from the issuance of ordinary shares and warrants, net of issuance expenses (including in relation to the SEPA (as defined below) and the January 2024 PIPE) and proceeds from exercise of warrants that were issued in connection with the January 2024 PIPE and January 2024 Facility Warrants. See “Standby Equity Purchase Agreement (October 2024)”, “Private Placement (January 2024)” and “Execution of Credit Facility Agreement and Issuance of Warrant (January 2024)”.
At-the-Market Sales Agreement (April 2025)
On April 24, 2025, we entered into a Sales Agreement, or Sales Agreement, with A.G.P./Alliance Global Partners, as sales agent, or A.G.P. Pursuant to the Sales Agreement, we may offer and sell, from time to time through A.G.P. our ordinary shares, having an aggregate offering price of up to $11,311,750, from time to time through A.G.P, or the ATM Facility. On December 5, 2025, we increased the aggregate offering price of the ATM Facility to $13,673,937, which does not include approximately $2,194,879 of ordinary shares sold under the ATM Sales Agreement prior to that date. A.G.P. is entitled to a commission equal to 3.0% of the gross proceeds from the sale of the ordinary shares and will be reimbursed for certain specified expenses in connection with entering into the Sales Agreement. As of the date hereof and since December 31, 2025, we sold 254,074 ordinary shares and 78,500 ordinary shares, respectively, for aggregate net proceeds of approximately $3.1 million and $0.9 million, respectively, pursuant to the Sales Agreement.
Standby Equity Purchase Agreement (October 2024)
On October 7, 2024, we entered into a Standby Equity Purchase Agreement, or SEPA, with YA II PN, LTD., a Cayman Islands exempt limited partnership, or Yorkville.
Pursuant to the Purchase Agreement, we have the right, but not the obligation, to sell to Yorkville from time to time, or Advance, up to $20.0 million, or the Initial Commitment Amount, of our ordinary shares during the 36 months following the execution of the SEPA, subject to the restrictions and satisfaction of the conditions in SEPA. On February 26, 2025, we and Yorkville entered into an amendment to the SEPA to increase the Initial Commitment Amount to $30.0 million of our ordinary shares, or the Commitment Amount. At our option, the ordinary shares would be purchased by Yorkville from time to time at a price equal to 97% of the lowest of the three daily VWAPs (as hereinafter defined) during a three consecutive trading day period commencing on the date that the Company, subject to certain limitations, deliver a notice to Yorkville that we are committing Yorkville to purchase such ordinary shares, or Advance Shares. The Company may also specify a certain minimum acceptable price per share in each Advance. For the purposes of the SEPA, “VWAP” means, for any trading day, the daily volume weighted average price of the Company’s Ordinary Shares for such trading day on the Nasdaq Stock Market during regular trading hours as reported by Bloomberg L.P. As consideration for Yorkville’s irrevocable commitment to purchase our ordinary shares up to the Commitment Amount, we issued 9,623 ordinary shares, or the Commitment Shares, to Yorkville and also paid a $10,000 structuring fee to an affiliate of Yorkville.
Pursuant to the SEPA, Yorkville shall not be obligated to purchase or acquire any ordinary shares under the SEPA which, when aggregated with all other ordinary shares beneficially owned by Yorkville and its affiliates, would result in the beneficial ownership of Yorkville and its affiliates (on an aggregated basis) to exceed 4.99% of the then outstanding voting power or number of our ordinary shares.
As of the date of this Annual Report, we have issued and sold an aggregate of 740,363 ordinary shares to Yorkville as Advance Shares (not including the Commitment Shares) for aggregate gross proceeds of approximately $18.3 million. During the year ended December 31, 2025, we issued and sold an aggregate of 269,810 ordinary shares to Yorkville as Advance Shares for aggregate gross proceeds of approximately $7.5 million.
On April 24, 2025, concurrently with the entry into the ATM Sales Agreement (see above), the Company reduced the maximum aggregate offering price registered under the SEPA to zero.
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Private Placement (January 2024)
On January 18, 2024, we entered into a binding term sheet directly with a global investment firm, or the Lead Investor, for the purchase and sale in a private placement, or the January 2024 PIPE, of units, or the Units, consisting of (i) one of our ordinary shares and/or pre-funded warrants to purchase our ordinary shares and (ii) one and a half warrants to purchase our ordinary shares to the Lead Investor and other investors, collectively, the Investors, of a minimum of $2.5 million of Units and up to a maximum of $3 million of Units. The January 2024 PIPE closed on January 31, 2024 following the execution of definitive documentation between us and the Investors.
In the January 2024 PIPE, the Investors purchased $3.0 million of Units consisting of (A) (i) 55,049 of ordinary shares and/or (ii) pre-funded warrants to purchase up to 46,500 ordinary shares, or the January 2024 PIPE Pre-Funded Warrants and (B) warrants to purchase up to 152,323 ordinary shares, or the January 2024 Warrants. The purchase price per Unit is $29.5425. The January 2024 PIPE Pre-Funded Warrants are immediately exercisable at an exercise price of $0.0001 per ordinary share, subject to certain adjustments and certain anti-dilution protection set forth therein, and will not expire until exercised in full. The January 2024 PIPE Ordinary Share Warrants are exercisable upon issuance at an exercise price of $29.5425 per ordinary share, subject to certain adjustments and certain anti-dilution protection set forth therein, and have a 5.5-year term from the issuance date.
In connection with the closing of the January 2024 PIPE, we exercised our conversion right, or the Conversion Right, pursuant to the Facility Agreement (as defined below) to convert $500,000 of the Credit Facility (as defined below) as a portion of the January 2024 Conversion Loan Amount (as defined below). Following such conversion, we issued to the Lender (as defined below) (i) a pre-funded warrant to purchase up to 16,925 ordinary shares, or the Facility Conversion Pre-Funded Warrant and (ii) a warrant to purchase up to 25,387 ordinary shares, or the Facility Conversion Ordinary Share Warrant. The Facility Conversion Pre-Funded Warrant and the Facility Conversion Common Warrant are in substantially the same form and on substantially the same terms as the January 2024 PIPE Pre-Funded Warrant and January 2024 PIPE Ordinary Share Warrant, respectively.
As of the date of this Annual Report, all of the warrants and pre-funded warrants that were issued in connection with the January 2024 PIPE have been exercised in full consisting of 46,500 January 2024 PIPE Pre-Funded Warrants, 16,925 Facility Conversion Pre-Funded Warrants, 25,387 Facility Conversion Common Warrants and 152,323 January 2024 PIPE Warrants have been exercised resulting in gross proceeds of approximately $5.25 million to the Company.
Execution of Credit Facility Agreement and Issuance of Warrant (January 2024)
On January 9, 2024, we entered into a facility agreement, or the Facility Agreement, for a $6 million credit facility, or the Credit Facility, and an additional amount up to $3 million, subject to certain conditions, or the Additional Loans, with a global investment firm, or the Lender, who was also an Investor in the January 2024 PIPE. The Credit Facility, which had an initial term of 10 months, accrued interest at a rate of 8% per annum, and the first payment of $1.5 million was drawn down upon execution of the Facility Agreement and the remaining amount was able to be drawn down in eight equal installments as of March 7, 2024. As detailed below, the Facility Agreement terminated on March 1, 2024.
Pursuant to the Facility Agreement, the Lender’s financing obligations terminated in the event we drew down $7.5 million or more pursuant to an alternate credit facility or closes one or more equity financing transaction in an aggregate amount of at least $5 million. As of March 1, 2024, we had received aggregate gross proceeds of more than $5 million from the purchase of Units in the January 2024 Private Placement, the exercise of warrants issued in the January 2024 Private Placement and our exercise of the Conversion Right in the amount of $500,000. As a result, the Lender’s financing obligations have terminated pursuant to the terms of the Facility Agreement.
Until we close one or more equity financing transactions in an aggregate amount of at least $5 million (including the conversion of the Credit Facility), we had the right to convert into ordinary share up to $1.5 million, including accrued interest, of a loan extended or to be extended to us by the Lender, or the January 2024 Conversion Loan Amount, in connection with and in the framework of a financing transaction of ours on the date that follows the date upon which we notified the Lender of such financing transaction, which conversion will occur upon the same terms.
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As part of the Facility Agreement, we issued a warrant, or the January 2024 Facility Warrant, to the Lender to purchase 80,645 of our ordinary shares representing an aggregate exercise amount of $7.5 million, with a per share exercise price of $93.00, subject to certain adjustments and certain anti-dilution protection, representing a 150% premium of the closing share price of our ordinary shares on January 5, 2024. The January 2024 Facility Warrant is immediately exercisable upon issuance and has a term of 5 years from the date of issuance. Following the closing of the January 2024 PIPE, the exercise price of the January 2024 Facility Warrant was adjusted to $12.24 which is the effective price per ordinary share in the January 2024 PIPE, or the January 2024 Facility Warrant Adjusted Exercise Price, and the number of ordinary shares issuable upon the exercise of the January 2024 Facility Warrant was also adjusted to a total 612,745, or the January 2024 Facility Warrant Adjusted Shares, such that the product of the January 2024 Facility Warrant Adjusted Exercise Price and the January 2024 Facility Warrant Adjusted Shares is equal to an aggregate exercise amount of $7.5 million. As of the date of this Annual Report, 572,333 January 2024 Facility Warrants have been exercised resulting in gross proceeds of approximately $7.0 million to us. As of the date of this Annual Report, 42,190 January 2024 Facility Warrants remain outstanding at an exercise price of $11.724, after additional adjustments resulting from sales of ordinary shares under the ATM Sales Agreement .
On March 5, 2026, we and the Lender agreed to amend the January 2024 Facility Warrant. The amendment increases the beneficial ownership limitation applicable to the exercise of the January 2024 Facility Warrant from 4.99% to 19.99% of our outstanding ordinary shares immediately after giving effect to the issuance of ordinary shares upon exercise of the January 2024 Facility Warrant.
Except for the increase in the beneficial ownership limitation described above, all other terms and conditions of the January 2024 Facility Warrant remained unchanged. As of the date of the amendment, the January 2024 Facility Warrant is exercisable for up to 42,190 ordinary shares. Pursuant to the terms of the January 2024 Facility Warrant, the increase in the beneficial ownership limitation will become effective on the 61st day after March 5, 2026.
Cashless Exercise of Warrants (January 2024)
In January 2024, investors from our private placement from May 2023 exercised warrants on a cashless basis. As a result of the cashless exercise, we issued 6,033 ordinary shares to such investors.
Current Outlook
We have financed our operations to date primarily through proceeds from sales of our equity securities in public and private offerings, as well as a loan from a related party. We have incurred losses and generated negative cash flows from operations since inception in April 2016. Since inception, we have not generated significant revenues from the sale of products, and we do not expect to generate significant revenues from the sale of our products in the near future.
As of December 31, 2025, our cash and cash equivalents were $19.96 million. We expect that we will require substantial additional capital to complete the development of additional features of our system according to customers’ requirements, including algorithm optimization, cognitive layer development, system minimization and optical development, as well as to commercialize our products. In addition, our operating plans may change as a result of many factors that may currently be unknown to us, and we may need to seek additional funds sooner than planned. Our future capital requirements will depend on many factors, including:
| ● | the progress and costs of our research and development activities; | |
| ● | the costs of manufacturing our products; | |
| ● | the costs of filing, prosecuting, enforcing and defending patent claims and other intellectual property rights; | |
| ● | the potential costs of contracting with third parties to provide marketing and distribution services for us or for building such capacities internally; and | |
| ● | the magnitude of our general and administrative expenses. |
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To date, we have not generated significant revenues from its activities and have incurred substantial operating losses. We expect that we will continue to generate substantial operating losses and will continue to fund our operations primarily through the utilization of our current financial resources, sales of our products, and through additional raises of capital.
In April 2025, we entered into the ATM Facility pursuant to which we have issued an aggregate of 254,074 ordinary shares resulting in aggregate gross proceeds of approximately $3.1 million to date . In addition, to date, we have received approximately $18.3 million as a result of sales of 740,363 of our ordinary shares (not including the Commitment Shares) to Yorkville pursuant to the SEPA.
We expect that our cash and cash equivalents as of the issuance date of this annual report and the future expected cash flow from sales will be sufficient for at least 18 months of operations. Without derogating from the foregoing estimate regarding our existing capital resources and cash flows from operations, we may decide to raise additional funds in 2026. We believe that, if required, we will be able to raise additional capital or reduce discretionary spending to provide the required liquidity beyond the next twelve months.
Our future capital requirements will depend on many factors, including our revenue growth, the timing and extent of investments to support such growth, the expansion of sales and marketing activities, increases in general and administrative costs and many other factors as described under “Item 3.D-Risk Factors.”
To the extent additional funds are necessary to meet our long-term liquidity needs as we continue to execute our business strategy, we anticipate that they will be obtained through the incurrence of additional indebtedness, additional equity financings or a combination of these potential sources of funds; however, such financing may not be available on favorable terms, or at all. If we are unable to raise additional funds when desired, our business, financial condition and results of operations could be adversely affected.
Contractual Obligations
The following table summarizes our contractual obligations as of December 31, 2025:
| Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | ||||||||||||||||
| (in thousands of U.S. dollars) | ||||||||||||||||||||
| Operating leases | $ | 253 | $ | 253 | $ | - | $ | - | $ | - | ||||||||||
C. Research and development, patents and licenses, etc.
For a description of our research and development programs and the amounts that we have incurred over the last two years pursuant to those programs, please see “Item 5. Operating and Financial Review and Prospects- A. Operating Results- Operating Expenses- Research and Development Expenses, net” and “Item 5. Operating and Financial Review and Prospects- A. Operating Results- Comparison of the year ended December 31, 2025 to the year ended December 31, 2024- Research and Development Expenses.”
D. Trend Information
Other than as disclosed in “Item 5. Operating and Financial Review and Prospectus-Operating Results” and elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events for the period from January 1, 2025 to December 31, 2025 that are reasonably likely to have a material effect on our total revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial condition.
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E. Critical Accounting Estimates
We describe our significant accounting policies more fully in Note 2 to our financial statements for the year ended December 31, 2025. We believe that the accounting policies below are critical in order to fully understand and evaluate our financial condition and results of operations.
We prepare our financial statements in accordance with U.S. GAAP. At the time of the preparation of the financial statements, our management is required to use estimates, evaluations, and assumptions which affect the application of the accounting policy and the amounts reported for assets, obligations, income, and expenses. Any estimates and assumptions are continually reviewed. The changes to the accounting estimates are credited during the period in which the change to the estimate is made.
Use of estimates in the preparation of financial statements:
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Our management believes that the estimates, judgment and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgment and assumptions can affect reported amounts and disclosures made. Actual results could differ from those estimates.
Derivatives and warrants liabilities
The Company evaluated the warrants in accordance with ASC 815 “Derivatives and Hedging - Contracts in Entity’s Own Equity” (“ASC 815”) to determine whether warrants should be classified as liabilities or shareholders’ equity. In case that a provision in the warrant agreement related to certain tender or exchange offers precludes the warrants from being accounted for as components of equity, the Company will be classify as liability. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent period end date while the warrants are outstanding. As the warrants meet the definition of a derivative as contemplated in ASC 815, the warrants are recorded as derivative liabilities on the balance sheet and measured at fair value at inception and at each reporting date thereafter in accordance with ASC 820 “Fair Value Measurement”, with changes in fair value recognized in the condensed statements of comprehensive loss in the period of change
Under ASC 815-40, contracts that are not indexed to the Company’s own equity are classified as liabilities recorded at fair value, As such, the Company classifies the SEPA Agreement entered into as a derivative instrument measured at fair value at each reporting period, as settlement provisions under this agreement are not indexed to the Company’s own equity.
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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Senior Management
The following table sets forth information regarding our executive officers, and directors as of March 25, 2026:
| Name | Age | Position | ||
| Executive Officers | ||||
| David BenDavid | 54 | Chief Executive Officer | ||
| Ofer Naveh | 54 | Chief Financial Officer | ||
| Noam Shloper | 52 | Chief Operating Officer | ||
| Doron Cohadier | 52 | Vice President of Business Development and Marketing | ||
| Amit Klir | 56 | Vice President of Research and Development | ||
| Non-Employee Directors | ||||
| Eli Yoresh (2) | 55 | Chairman of the Board of Directors, Class III Director | ||
| Ariel Dor (2) | 44 | Class I Director | ||
| Hila Kiron-Revach (1)(2) | 53 | Class I Director | ||
| Yossi Daskal (1)(2) | 71 | Class III Director | ||
| Oz Adler (1)(2) | 38 | Class II Director | ||
| Shahar Hania | 53 | Class II Director |
| (1) | Member of the audit and compensation committee. |
| (2) | Independent director (as defined under Nasdaq Stock Market Listing Rules) |
Senior Management
David BenDavid, Chief Executive Officer
Mr. David BenDavid has served as our Chief Executive Officer since April 2025. Previously, Mr. BenDavid served as our Chief Technology Officer from 2018 to 2019. Mr. BenDavid has over 25 years of global experience in driving innovation in artificial intelligence, cloud computing, and other transformative technologies. From 2019 to 2024, he served as CEO and co-founder of Tensorleap, as well as CEO and co-founder of Ogmint. Mr. BenDavid also held senior engineering and sales engineering roles in prominent technology companies in both Israel and the United States. Mr. BenDavid holds a B.Sc. in Mechanical Engineering and a Software Engineering Certification from the Technion – Israel Institute of Technology.
Ofer Naveh, Chief Financial Officer
Mr. Ofer Naveh has served as our Chief Financial Officer since June 2017. Mr. Naveh brings more than 20 years of experience in accounting and financial management in numerous financial roles at public companies traded in Israel and the United States. Mr. Naveh served as chief financial officer of Accel Solutions Group Ltd (formerly: Dolomite Holdings Ltd.), a public company organized under the laws of the State of Israel and listed on the Tel Aviv Stock Exchange, or the TASE, from 2010 through June 2017. Since March 2021, Mr. Naveh has served as an external director of Upsellon Brands Holdings Ltd (TASE: UPSL). Mr. Naveh holds a B.A. in Accounting and Business from the College of Management Academic Studies, Israel and a M.A. in Law from Bar-Ilan University, Israel. Mr. Naveh is a Certified Public Accountant in Israel.
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Noam Shloper, Chief Operating Officer
Mr. Noam Shloper has served as our Chief Operating Officer since November 2024 and served as our Head of QA, Homologation and Project Management since July 2019. Mr. Shloper has combined managerial experience of more than 20 years, of Executive Compliance & Project management experience, working in a competitive, high technology environment for Product involved SW, Algo & HW technology of both military and commercial applications. Mr. Shloper served as Director Quality Management of DRS Rada Technologies, a company focused on proprietary radar solutions and legacy avionics systems, from June 2017 till July 2019. Prior to that, Mr. Shloper has served as Quality Manager for Logic Industries Ltd. Mr. Shloper holds an Industrial and Management Engineer from Shenkar College of Engineering.
Doron Cohadier, Vice President of Business Development and Marketing
Mr. Doron Cohadier has served as our Vice President of Business Development and marketing since September 2024. Mr. Cohadier has more than 20 years of managerial experience, mainly in the field of business development. Prior to joining us, from 2017 to 2024, Mr. Cohadier worked as Vice President of Business Development of Foresight Autonomous Holdings Ltd. (Nasdaq and TASE: FRSX), a technology company developing smart multi-spectral vision software solutions and cellular-based applications. Prior to that, from 2011 to 2017, Mr. Cohadier served as a Director Business Development and Marketing of Elbit Systems Ltd. (Nasdaq, TASE: ESLT). Mr. Cohadier holds a B.Sc. in Industrial Engineering from Brunel University, London, and an Executive M.B.A. from the Recanati School of Business Administration of the Tel Aviv University.
Amit Klir, Vice President of Research and Development
Mr. Amit Klir has served as our Vice President of Technology, Research and Development since March 2021. Mr. Klir has more than 25 years of experience in development and leadership of video and audio applications. Prior to joining us, Mr. Klir worked as the Head of Engineering at Continuse Biometrics Ltd., an innovative medical company, between May 2015 and March 2021. Mr. Klir holds a B.Sc. degree in Electric Engineering and Computers from the Ben Gurion University, Israel.
Non-Employee Directors
Eli Yoresh, Chairman of the Board of Directors, Class III Director
Mr. Eli Yoresh has served on our board of directors since August 2017 and was appointed as the Chairman in January 2024. Mr. Yoresh is a seasoned executive with over 15 years of executive and financial management experience, mainly with companies in the financial, technology and industrial sectors. Mr. Yoresh has served as chief financial officer since March 2010, and as a director since October 2010 till 2019, at Foresight Autonomous Holdings Ltd. (Nasdaq and TASE: FRSX). Mr. Yoresh has served since September 2018, as a director and since February 2020 as the chairman of the board at Medigus Ltd. (Nasdaq: MDGS), since November 2020 as a director and since September 2022 as the chairman of the board of Gix Internet Ltd (TASE: GIX), since August 2021 as a director of Elbit Imaging Ltd (TASE: EMITF), and from September 2021 and until January 2025 as a director in Jeffs’ Brands Ltd. (Nasdaq: JFBR). Mr. Yoresh holds a B.A. in Business Administration from the College of Management, Israel and an M.A. in Law from Bar-Ilan University, Israel. Mr. Yoresh is a Certified Public Accountant in Israel.
Ariel Dor, Class I Director
Mr. Ariel Dor has served on our board of directors since March 2024. Mr. Dor is a seasoned entrepreneur and leader in the fields of engineering and business. From 2011 to 2013, Mr. Dor served as the Team Leader of the Aerospace division at Elbit Systems. From 2014 to 2015, he served as Business Unit Director at Galooli Fleet& Energy, a subsidiary of the Galooli Group that specializes in IoT solutions for vehicles. Transitioning to the autonomous vehicle industry, Mr. Dor served as the Co-CEO of Foresight Autonomous Holdings from 2016 to 2019. In 2019, Mr. Dor founded Upsellon Brands Holdings and has served as its CEO since that time. Upsellon Brands is an innovative e-commerce dedicated to revolutionizing the landscape of Amazon FBA aggregation. Mr. Dor holds a B.Sc. in Electrical Engineering from the Tel Aviv University.
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Hila Kiron-Revach, Class I Director
Ms. Hila Kiron-Revach has served on our board of directors since January 2024. Ms. Kiron-Revach has served as a member of the board of directors of Geffen Biomed Ltd. since 2014 and has been a member of the board of directors of Zmiha Investment House Ltd. since 2021. In 2021, Ms. Kiron-Revach served as a professional advisor to the chairman of the board of directors and acting secretary of Eilat Ashkelon Pipeline Company. From 2015 until 2021, Ms. Kiron-Revach served as a senior professional advisor to ministers in the Israeli government, including the minister of foreign affairs and minister of transportation. From 2012 until 2015, Ms. Kiron-Revach served as CEO of Hamil 38 - the Israeli Center for National Master Plan to Strengthen Existing Building in the Face of Earthquakes, Tama 38 Ltd. and as an attorney at Tabakman & Co. Law Firm. In 2007, Ms. Kiron-Revach founded Eliya - AB and served as its chief executive officer until 2010. Ms. Kiron-Revach hold an LL.B. from the Netanya Academic College and is a licensed attorney in Israel.
Yossi Daskal, Class III Director
Mr. Daskal has served on our board of directors since March 2022. Mr. Daskal serves as the President of Israel-Canada Chamber of Commerce since 2013. From 2003 to 2019, Mr. Daskal established Bombardier Israel, working as Chief Country Representative, Project Manager, Financing& Head of Sales. Prior to that, Mr. Daskal was the General Manager of Chemitron Technologies from 1999 to 2003. Since 2021, he is the chairman of the board of directors and the director of the finance committee of the Tel Aviv Museum of Art. Mr. Daskal has a Bachelors of Arts in Mediterranean and Arabic History Science and a Masters of Arts in Political Science, and is completing a PhD in Decision-Making from Haifa University.
Oz Adler, Class II Director
Mr. Adler has served on our board of directors since June 2022. Mr. Adler has served as the chief financial officer of SciSparc Ltd. (Nasdaq: SPRC) since April 2018 and as its chief executive officer since January 2022. Prior to that, from September 2017 until March 2018, he served as the VP Finance of SciSparc. Additionally, Mr. Adler has experience in a wide variety of managerial, financial, tax and accounting roles. Mr Adler currently serves on the board of directors of numerous private, such as Jeff’s Brands Ltd. (Nasdaq: JFBR), Polyrizon Ltd. (Nasdaq: PLZR) and Clearmind (Nasdaq: CMND), (FSE: CWY), And previously served as the chief financial officer to Medigus Ltd. (Nasdaq: MDGS) from December 2020 to April 2021. From 2012 until 2017, Mr. Adler was employed as a certified public accountant at Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global. Mr. Adler is a certified public accountant in Israel and holds a B.A. degree in Accounting and Business Management from The College of Management, Israel.
Shahar Hania, Class II Director
Mr. Hania has served on our board of directors since April 2025. Previously, Mr. Hania served as our Chief Executive Officer from November 2020 until April 2025, as a member of our board of directors from November 2020 to March 2022, and as our Vice President of Research and Development from April 2016 to March 2021. Mr. Hania is an electro-optics expert with vast experience (since 1994) in the fields of combined electro-optics systems, detection, infrared systems and lasers. Mr. Hania held senior system engineering positions in Bird Aerosystems Ltd. From April 2012 to May 2016, and Elbit Systems Electro-Optics ELOP Ltd. From 2000 to 2012. Mr. Hania holds a B.Sc. in Physics and Electro-optics engineering from the Jerusalem College of Technology, Israel and a M.Sc. in electro-optics engineering from Ben-Gurion University, Israel.
Family Relationships
There are currently no family relationships between any members of our executive management and our directors.
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Arrangements for Election of Directors and Members of Management
Under our articles of association, as amended at our annual general meeting of shareholders held in September 2024, our directors (excluding External Directors (as defined in the Companies Law), to the extent External Directors are required to be elected and to serve on the board of directors pursuant to the requirements of the Companies Law) are divided into three classes with staggered three-year terms. Each class of directors consists, as nearly as possible, of one-third of the total number of directors constituting the entire board of directors. At each annual general meeting of our shareholders beginning in 2025, the election or re-election of directors following the expiration of the term of office of the directors of that class of directors will be for a term of office that expires on the third annual general meeting following such election or re-election.
External Directors (to the extent External Directors are required to be elected and to serve on the Board of Directors pursuant to the requirements of the Companies Law) will serve for up to three terms, each term of three years’ period and the election, qualification, removal or dismissal of External Directors, if elected, shall be only in accordance with the applicable provisions set forth in the Companies Law.
On August 6, 2024, our board of directors resolved to approve that, whereas the majority of the Company’s directors are independent and there is no controlling shareholder in the Company, the Company shall adopt all the reliefs under regulation 5D of the Companies Regulations (facilitation for companies whose securities are listed for trading on a stock exchange outside of Israel), 2000, releasing the Company from its obligations under sections 115, 116A, 118A, 219(c), 239(a), 243, and 249 of the Companies Law. According to the above reliefs, the Company is currently not obligated to appoint External Directors.
In addition, our amended and restated articles of association allow our board of directors to appoint directors to fill vacancies and as an addition to the board of directors (subject to the maximum number of directors). The office of a director that is appointed by the board of directors to fill any vacancy shall only serve on the board of directors for the remaining period of time during which the initial director whose service had ended would have held office, or in case of a vacancy due to the number of directors serving being less than the maximum number stated in Article 38 of our amended and restated articles of association, the board of directors shall determine at the time of appointment the class to which the additional director shall be assigned.
All of the directors, other than external directors (if any were elected), may be re-elected for an unlimited number of terms upon completion of their then-current term of office.
There are no arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which any of our executive management or our directors were selected. See “Item 7.B.-Major Shareholders and Related Party Transactions-Related Party Transactions” for additional information.
B. Compensation
The following table presents in the aggregate all compensation we paid to all of our directors and senior management as a group for the year ended December 31, 2025. The table does not include any amounts we paid to reimburse any of such persons for costs incurred in providing us with services during this period.
All amounts reported in the table below reflect the cost to us in thousands of U.S. dollars, for the year ended December 31, 2025. Amounts paid in NIS are translated into U.S. dollars at the rate of NIS 3.453 = $1.00, based on the average representative rate of exchange between the NIS and the U.S. dollar as reported by the Bank of Israel in the year ended December 31, 2025.
| Salary and Related Benefits | Retirement and Other Similar Benefits | Share Based Compensation | ||||||||||
| All directors and senior management as a group, consisting of 11 persons (as of December 31, 2025). | $ | 1,511 | $ | 81 | $ | 463 | ||||||
As of December 31, 2025, options to purchase 21,470 ordinary shares granted to our directors and executive officers were outstanding under our Option Plan at a weighted average exercise price of $104.97 per share. As of December 31, 2025, an aggregate of 81,966 unvested RSUs granted to our directors and executive officers were outstanding under our Option Plan.
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On December 1, 2025, our shareholders approved, following the approval of our board and our audit and compensation committee on April 20, 2025, the employment terms of Mr. David BenDavid as our chief executive officer, which are as follows: (1) Mr. BenDavid shall be employed by us in a full time position of chief executive officer since April 21, 2025; (2) a monthly salary of NIS 65,000; (3) customary pension and severance pay, meals allowance and study fund; (4) reimbursement of business expenses in accordance with our applicable policy as shall be in effect from time to time; (5) 90 days notice period prior to departure from the Company; and (6) eligible for the grant of RSUs and/or options to purchase ordinary shares, subject to the terms of the Option Plan (as defined below). In addition, on December 1, 2025, our shareholders approved, following the approval of our board and our audit and compensation committee, the grant of 27,000 RSUs to Mr. BenDavid, subject to a vesting over a period of 3 years (so that one-third of the RSUs shall vest on June 30, 2026, and the remaining RSUs shall vest in equal portions over the subsequent eight quarters thereafter) and 17,400 options, subject to a vesting over a period of 3 years ( so that one-third of the options shall vest on June 30, 2026, and the remaining options shall vest in equal portions over the subsequent eight quarters thereafter), in each case provided that the grantee is continuing his/her office as CEO on the applicable vesting date. The exercise price of the options is $15.318 per share.
Furthermore, on December 1, 2025, our shareholders approved, following the approval of our board and our audit and compensation committee, the grant of 10,833 RSUs to Mr. Yoresh. The RSUs shall be subject to a quarterly vesting over a period of 3 years (so that by the end of each quarter, 1/12 of the RSUs shall vest) provided that the grantee is engaged by the Company on the applicable vesting date.
Furthermore, on December 1, 2025, our shareholders approved, following the approval of our board and our audit and compensation committee, the grant of 1,833 RSUs to each of our Board members Mr. Oz Adler, Mr. Yossi Daskal, Mr. Ariel Dor and Mrs. Hila Kiron Revah, subject to a quarterly vesting over a period of 3 years (so that by the end of each quarter, 1/12 of the RSUs shall vest) provided that the grantee is continuing his/her office as Board member on the applicable vesting date.
In accordance with the Companies Law, we are required to disclose the compensation granted to our five most highly compensated officers. The table below reflects the compensation granted during or with respect to the year ended December 31, 2025.
| Executive Officer - Name and Principal Position (1) (2) (in thousands, US dollars) | Salary and Related Benefits | Share Based Compensation | Total | |||||||||
| Ofer Naveh, CFO | $ | 295 | (3) | $ | 132 | $ | 427 | |||||
| Shahar Hania, former CEO | $ | 286 | (4) | $ | 60 | $ | 346 | |||||
| Amit Klir, VP R&D | $ | 248 | (5) | $ | 53 | $ | 301 | |||||
| Doron Cohadier, VP of Business Development and Marketing | $ | 219 | (6) | $ | 40 | $ | 259 | |||||
| Noam Shloper, COO | $ | 205 | (7) | $ | 41 | $ | 246 | |||||
| (1) | All amounts reported in the table are in terms of cost to us, as recorded in our financial statements. |
| (2) | Cash compensation amounts denominated in NIS were converted into U.S. dollars at the average conversion rate for the year ended December 31, 2025.
|
| (3) | Includes a one-time bonus to our Chief Financial Officer in the amount of NIS 72,000 (approximately $21,000) |
| (4) | On April 24, 2025, Mr. Shahar Hania concluded his service as the Company’s Chief Executive Officer and was appointed as a member of the Board of Directors on the same date. The amount included reflects his compensation as CEO through the end of his role (including a discretionary bonus of NIS 279,000 (approximately $81,000)), and from that date onward, his compensation as a member of the Board of Directors. |
| (5) | Includes a one-time bonus to our VP R&D in the amount of NIS 37,800 (approximately $11,000) |
| (6) | Includes a one-time bonus to our VP of Business Development and Marketing in the amount of NIS 15,000 (approximately $4,350) |
| (7) | Includes a one-time bonus to our Chief Operations Officer in the amount of NIS 30,800 (approximately $9,000) |
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Employment Agreements and Service Agreements with Executive Officers
We have entered into written employment agreements and/or service agreements with each of our executive officers. These agreements are terminable by either party upon prior written notice ranging from 30 to 60 days. All of these agreements contain customary provisions regarding noncompetition, confidentiality of information and assignment of inventions. However, the enforceability of the noncompetition provisions may be limited under applicable law. In addition, we have entered into agreements with each executive officer and director pursuant to which we have agreed to indemnify each of them up to a certain amount and to the extent that these liabilities are not covered by directors and officers insurance. We contribute (usually following a trial period of three months) monthly amounts for the benefit and on behalf of all our employees located in Israel to a pension fund pursuant to Section 14 of Israel’s Severance Pay Law. Employees covered by Section 14 are entitled to monthly deposits at a rate of 8.33% of their monthly salary, made on their behalf by us. Payments in accordance with Section 14 release us from any future severance liabilities in respect of those employees. We do not set aside or accrue any additional amounts to provide pension, severance, retirement or other similar benefits or expenses. Most of our executive officers do not receive benefits upon the termination of their respective employment with us, other than benefits under Section 14.
Directors’ Service Contracts
We do not have written agreements with any director providing for benefits upon the termination of his engagement with our company.
Effective as of July 1, 2024, all members of the board of directors, who are not otherwise engaged by the Company, shall be entitled to the payment of a fixed annual fee in the amount of NIS 48,000 (plus VAT), which shall be paid in four quarterly installments of NIS 12,000, each; and member of the board of directors who also serves as members of the Company’s Audit and Compensation Committee shall be entitled to the payment of a fixed annual fee in the amount of NIS 56,000 (plus VAT), which shall be paid in four quarterly installments of NIS 14,000, each.
In addition, certain of our directors were granted options to purchase 166 ordinary shares. The options are exercisable at a price per share of US$444.00. These options have vest in three equal tranches over a three-year period, conditioned upon continuous service with the Company and are fully vested. Our directors are included in the Company’s Directors and Officers insurance policy and were issued letters of indemnification and exculpation by the Company.
In addition, certain of our directors were granted 3,500 RSUs, vested over a three-year period conditioned upon continuous service with the Company.
C. Board Practices
Under our amended and restated articles of association, our board of directors must consist of at least four (4) directors and not more than thirteen (13) directors, including at least two external directors if required to be appointed under the Companies Law. Pursuant to the Companies Law, the management of our business is vested in our board of directors. Our board of directors may exercise all powers and may take all actions that are not specifically granted to our shareholders or to management. Our executive officers are responsible for our day-to-day management and have individual responsibilities established by our board of directors. Our Chief Executive Officer is appointed by, and serves at the discretion of, our board of directors, subject to the services agreement that we have entered into with him. All other executive officers are appointed by our Chief Executive Officer. Their terms of employment are subject to the approval of the board of directors’ compensation committee and of the board of directors, as well as our shareholders in the event such terms deviate from our office holder compensation policy, and are subject to the terms of any applicable engagement agreements that we may enter into with them.
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Under our Articles of Association, as amended at our annual general meeting of shareholders held in September 2024, our directors are divided into three classes with staggered three-year terms. Each class of directors consists, as nearly as possible, of one-third of the total number of directors constituting the entire board of directors. At each annual general meeting of our shareholders beginning in 2025, the election or re-election of directors following the expiration of the term of office of the directors of that class of directors will be for a term of office that expires on the third annual general meeting following such election or re-election. Each director holds office until the third annual general meeting of our shareholders and until his or her successor is duly appointed, unless the tenure of such director expires earlier pursuant to the Companies Law, or unless removed from office as described below.
Our directors are divided among three classes as follows:
| ● | the Class I directors, consisting of Mr. Ariel Dor and Ms. Hila Kiron-Revach, will hold office until our annual general meeting of shareholders to be held in 2028; | |
| ● | the Class II director, consisting of Mr. Oz Adler and Mr. Shahar Hania, will hold office until our annual general meeting of shareholders to be held in 2026; and | |
| ● | the Class III directors, consisting of Mr. Eli Yoresh and Mr. Yossi Daskal, will hold office until our annual general meeting of shareholders to be held in 2027. |
In addition, under certain circumstances, our amended and restated articles of association allow our board of directors to appoint directors to fill vacancies on our board of directors or in addition to the acting directors (subject to the limitation on the number of directors). The office of a director that is appointed by the board of directors to fill any vacancy shall only serve on the board of directors for the remaining period of time during which the initial director whose service had ended would have held office, or in case of a vacancy due to the number of directors serving being less than the maximum number stated in Article 38 of our amended and restated articles of association, the board of directors shall determine at the time of appointment the class to which the additional director shall be assigned. External directors may be elected for up to two additional three-year terms after their initial three-year term under the circumstances described below, with certain exceptions as described below. External directors may be removed from office only under the limited circumstances set forth in the Companies Law. See “Item 6.C.-Directors, Senior Management and Employees-Board Practices-External Directors” below.
Under the Companies Law, any shareholder holding at least one percent of our outstanding voting power may request that the board of directors include a matter on the agenda of a general meeting to be held in the future, provided that the board determines that the matter is appropriate to be considered in a general meeting including in order to nominate a director in an annual shareholders meeting. Any such notice must include certain information, including the consent of the proposed director nominee to serve as our director if elected, and a declaration signed by the nominee declaring that he or she possess the requisite skills and has the availability to carry out his or her duties. Additionally, the nominee must provide details of such skills, and demonstrate an absence of any limitation under the Companies Law that may prevent his or her election, and affirm that all of the required election-information is provided to us, pursuant to the Companies Law.
Under the Companies Law, our board of directors must determine the minimum number of directors who are required to have accounting and financial expertise. In determining the number of directors required to have such expertise, our board of directors must consider, among other things, the type and size of the company and the scope and complexity of its operations. Our board of directors has determined that we must have at least one director with accounting and financial expertise.
The board of directors may elect one director to serve as the chairman of the board of directors to preside at the meetings of the board of directors, and may also remove that director as chairman. Pursuant to the Companies Law, neither the chief executive officer nor any of his or her relatives is permitted to serve as the chairman of the board of directors of a public company, and a public company may not vest the chairman or any of his or her relatives with the chief executive officer’s authorities. In addition, a person who reports, directly or indirectly, to the chief executive officer may not serve as the chairman of the board of directors; the chairman may not be vested with authorities of a person who reports, directly or indirectly, to the chief executive officer; and the chairman may not serve in any other position in the company or a controlled company, but he or she may serve as a director or chairman of a controlled company. However, the Companies Law permits a company’s shareholders to determine, for a period not exceeding three years from each such determination, that the chairman or his or her relative may serve as chief executive officer or be vested with the chief executive officer’s authorities, and that the chief executive officer or his or her relative may serve as chairman or be vested with the chairman’s authorities. Such determination of a company’s shareholders requires either: (1) the approval of at least a majority of the shares of those shareholders present and voting on the matter (other than controlling shareholders and those having a personal interest in the determination) (shares held by abstaining shareholders shall not be considered); or (2) that the total number of shares opposing such determination does not exceed 2% of the total voting power in the company.
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The board of directors may, subject to the provisions of the Companies Law and certain limitations set forth therein, delegate its powers to committees of the board, and it may, from time to time, revoke such delegation or alter the composition of any such committees. Unless otherwise expressly provided by the board of directors, the committees shall not be empowered to further delegate such powers. The composition and duties of our audit and compensation committee are described below.
The board of directors oversees how management monitors a company’s compliance with its risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by a company. The board of directors is assisted in its oversight role by an internal auditor. The internal auditor undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.
External Directors
Under the Companies Law, an Israeli company whose shares have been offered to the public or whose shares are listed for trading on a stock exchange in or outside of Israel is required to appoint at least two external directors to serve on its board of directors. External directors must meet stringent standards of independence.
On August 6, 2024, our board of directors approved that, in case the majority of the Company’s directors are independent and there is no controlling shareholder in the Company, the Company shall adopt all the reliefs under regulation 5D of the Companies Regulations (facilitation for companies whose securities are listed for trading on a stock exchange outside of Israel), 2000, releasing the Company from its obligations under sections 115, 116A, 118A, 219(c), 239(a), 243, and 249 of the Israeli Companies Law. As of the date of this annual report, the Company has been afforded such relief because a majority of the Company’s directors are independent and there is no controlling shareholder in the Company and therefore the Company is currently not required to appoint external directors.
According to regulations promulgated under the Companies law, at least one of the external directors is required to have “financial and accounting expertise,” unless another member of the audit committee, who is an independent director under the Nasdaq Listing Rules, has “financial and accounting expertise,” and the other external director or directors are required to have “professional expertise.” An external director may not be appointed to an additional term unless: (1) such director has “accounting and financial expertise;” or (2) he or she has “professional expertise,” and on the date of appointment for another term there is another external director who has “accounting and financial expertise” and the number of “accounting and financial experts” on the board of directors is at least equal to the minimum number determined appropriate by the board of directors. We have determined that Mr. Oz Adler has accounting and financial expertise.
A director with accounting and financial expertise is a director who, due to his or her education, experience and skills, possesses a high degree of proficiency in, and an understanding of, business - accounting matters and financial statements, such that he or she is able to understand the financial statements of the company in depth and initiate a discussion about the manner in which financial data is presented. A director is deemed to have “professional expertise” if he or she holds an academic degree in certain fields or has at least five years of experience in certain senior positions. The board of directors is charged with determining whether a director possesses financial and accounting expertise or professional qualifications.
External directors are elected by a majority vote at a shareholders’ meeting, so long as either:
| ● | at least a majority of the shares held by shareholders who are not controlling shareholders and do not have personal interest in the appointment (excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder) have voted in favor of the proposal (shares held by abstaining shareholders shall not be considered); or |
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| ● | the total number of shares voted against the election of the external director, does not exceed 2% of the aggregate voting rights of our Company. |
The Companies Law provides for an initial three-year term for an external director. Thereafter, an external director may be reelected by shareholders to serve in that capacity for up to two additional three-year terms, provided that:
| (1) | his or her service for each such additional term is recommended by one or more shareholders holding at least one percent of the company’s voting rights and is approved at a shareholders meeting by a disinterested majority, where the total number of shares held by non-controlling, disinterested shareholders voting for such reelection exceeds two percent of the aggregate voting rights in the company and subject to additional restrictions set forth in the Companies Law with respect to the affiliation of the external director nominee as described below; | |
| (2) | his or her service for each such additional term is recommended by the board of directors and is approved at a shareholders meeting by the same disinterested majority required for the initial election of an external director (as described above); or | |
| (3) | the external director offered his or her service for each such additional term and was approved in accordance with the provisions of section (1) above. |
The term of office for external directors for Israeli companies traded on certain foreign stock exchanges, including the Nasdaq Stock Market, may be extended indefinitely in increments of additional three-year terms, in each case provided that the audit committee and the board of directors of the company confirm that, in light of the external director’s expertise and special contribution to the work of the board of directors and its committees, the reelection for such additional period(s) is beneficial to the company, and provided that the external director is reelected subject to the same shareholder vote requirements as if elected for the first time (as described above). Prior to the approval of the reelection of the external director at a general shareholders meeting, the company’s shareholders must be informed of the term previously served by him or her and of the reasons why the board of directors and audit committee recommended the extension of his or her term.
External directors may be removed only by a special general meeting of shareholders called by the board of directors after the board has determined that circumstances allow such dismissal, at the same special majority of shareholders required for their election or by a court, and in both cases only if the external directors cease to meet the statutory qualifications for their appointment or if they violate their duty of loyalty to our company. In the event of a vacancy created by an external director which causes the company to have fewer than two external directors, the board of directors is required under the Companies Law to call a shareholders meeting as soon as possible to appoint such number of new external directors in order that the company thereafter has two external directors.
Each committee of the board of directors that exercises the powers of the board of directors must include at least one external director, except that the audit committee and the compensation committee must include all external directors then serving on the board of directors and an external director must serve as the chair thereof. Under the Companies Law, external directors of a company are prohibited from receiving, directly or indirectly, any compensation from the company other than for their services as external directors pursuant to the Companies Law and the regulations promulgated thereunder. Compensation of an external director is determined prior to his or her appointment and may not be changed during his or her term subject to certain exceptions.
The Companies Law provides that a person is not qualified to be appointed as an external director if (i) the person is a relative of a controlling shareholder of the company, or (ii) if that person or his or her relative, partner, employer, another person to whom he or she was directly or indirectly subordinate, or any entity under the person’s control, has or had, during the two years preceding the date of appointment as an external director: (a) any affiliation or other disqualifying relationship with the company, with any person or entity controlling the company or a relative of such person, or with any entity controlled by or under common control with the company; or (b) in the case of a company with no shareholder holding 25% or more of its voting rights, had at the date of appointment as an external director, any affiliation or other disqualifying relationship with a person then serving as chairman of the board or chief executive officer, with a holder of 5% or more of the issued share capital or voting power in the company or with the most senior financial officer.
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The term “Controlling Shareholder” means a shareholder with the ability to direct the activities of the company, other than by virtue of being an office holder. A shareholder is presumed to have “control” of the company and thus to be a controlling shareholder of the company if the shareholder holds 50% or more of the “means of control” of the company. “Means of control” is defined as (1) the right to vote at a general meeting of a company or a corresponding body of another corporation; or (2) the right to appoint directors of the corporation or its general manager. For the purpose of approving related-party transactions, the term also includes any shareholder that holds 25% or more of the voting rights of the company if the company has no shareholder that owns more than 50% of its voting rights. For the purpose of determining the holding percentage stated above, two or more shareholders who have a personal interest in a transaction that is brought for the company’s approval are deemed as joint holders.
The term “relative” is defined in the Companies Law as a spouse, sibling, parent, grandparent or descendant; spouse’s sibling, parent or descendant; and the spouse of each of the foregoing persons.
Under the Companies Law, the term “affiliation” and the similar types of disqualifying relationships, as used above, include (subject to certain exceptions):
| ● | an employment relationship; | |
| ● | a business or professional relationship even if not maintained on a regular basis (excluding insignificant relationships); | |
| ● | control; and | |
| ● | service as an office holder, excluding service as a director in a private company prior to the initial public offering of its shares if such director was appointed as a director of the private company in order to serve as an external director following the initial public offering. |
The term “office holder” is defined in the Companies Law as a general manager, chief business manager, deputy general manager, vice general manager, any other person assuming the responsibilities of any of these positions regardless of that person’s title, a director and any other manager directly subordinate to the general manager.
In addition, no person may serve as an external director if that person’s position or professional or other activities create, or may create, a conflict of interest with that person’s responsibilities as a director or otherwise interfere with that person’s ability to serve as an external director or if the person is an employee of the Israel Securities Authority or of an Israeli stock exchange. A person may furthermore not continue to serve as an external director if he or she received direct or indirect compensation from the company including amounts paid pursuant to indemnification or exculpation contracts or commitments and insurance coverage, other than for his or her service as an external director as permitted by the Companies Law and the regulations promulgated thereunder.
Following the termination of an external director’s service on a board of directors, such former external director and his or her spouse and children may not be provided a direct or indirect benefit by the company, its controlling shareholder or any entity under its controlling shareholder’s control. This includes engagement as an office holder of the company or a company controlled by its controlling shareholder or employment by, or provision of services to, any such company for consideration, either directly or indirectly, including through a corporation controlled by the former external director. This restriction extends for a period of two years with regard to the former external director and his or her spouse or child and for one year with respect to other relatives of the former external director.
If at the time at which an external director is appointed all members of the board of directors who are not controlling shareholders or relatives of controlling shareholders of the company are of the same gender, the external director to be appointed must be of the other gender. A director of a company may not be appointed as an external director of another company if at the same time a director of such other company is acting as an external director of the first company.
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In addition, under regulations promulgated pursuant to the Companies Law, a company with no controlling shareholder whose shares are listed for trading on specified exchanges outside of Israel, including the Nasdaq Capital Market, may adopt exemptions from various corporate governance requirements of the Companies Law so long as such company satisfies the requirements of applicable foreign country laws and regulations, including applicable stock exchange rules, that apply to companies organized in that country and relating to the appointment of independent directors and the composition of audit and compensation committees. Such exemptions include an exemption from the requirement to appoint external directors and the requirement that an external director be a member of certain committees, as well as the exemption from limitations on directors’ compensation. We were afforded these exemptions on August 6, 2024, as we do not have a controlling shareholder.
Independent Directors Under the Companies Law
Under the Companies Law an “independent director” is either an external director or a director who meets the same non-affiliation criteria as an external director, (except for (i) the requirement that the director be an Israeli resident (which does not apply to companies such as ours whose securities have been offered outside of Israel or are listed outside of Israel) and (ii) the requirement for accounting and financial expertise or professional qualifications) as determined by the audit committee, and who has not served as a director of the company for more than nine consecutive years. For these purposes, ceasing to serve as a director for a period of two years or less would not be deemed to sever the consecutive nature of such director’s service. Ms. Hila Kiron-Revach, Oz Adler and Yossi Daskal has agreed to serve as our independent director.
Regulations promulgated pursuant to the Companies Law provide that a director in a public company whose shares are listed for trading on specified exchanges outside of Israel, including the Nasdaq Capital Market, who qualifies as an independent director under the relevant non-Israeli rules and who meets certain non-affiliation criteria, which are less stringent than those applicable to independent directors as set forth above, would be deemed an “independent” director pursuant to the Companies Law provided: (i) he or she has not served as a director for more than nine consecutive years; (ii) he or she has been approved as such by the audit committee; and (iii) his or her remuneration shall be in accordance with the Companies Law and the regulations promulgated thereunder. For these purposes, ceasing to serve as a director for a period of two years or less would not be deemed to sever the consecutive nature of such director’s service.
Furthermore, pursuant to these regulations, such company may reappoint a person as an independent director for additional terms, beyond nine years, which do not exceed three years each, if each of the audit committee and the board of directors determine, in that order, that in light of the independent director’s expertise and special contribution to the board of directors and its committees, the reappointment for an additional term is in the company’s best interest.
Alternate Directors
Our amended and restated articles of association provide, as allowed by the Companies Law, that any director may, subject to the conditions set thereto, appoint a person as an alternate to act in his place, to remove the alternate and appoint another in his place and to appoint an alternate in place of an alternate whose office is vacated for any reason whatsoever. Under the Companies Law, a person who is not qualified to be appointed as a director, a person who is already serving as a director or a person who is already serving as an alternate director for another director, may not be appointed as an alternate director. Nevertheless, a director who is already serving as a director may be appointed as an alternate director for a member of a committee of the board of directors so long as he or she is not already serving as a member of such committee, and if the alternate director is to replace an external director, he or she is required to be an external director and to have either “financial and accounting expertise” or “professional expertise,” depending on the qualifications of the external director he or she is replacing. A person who does not have the requisite “financial and accounting experience” or the “professional expertise,” depending on the qualifications of the external director he or she is replacing, may not be appointed as an alternate director for an external director. A person who is not qualified to be appointed as an independent director, pursuant to the Companies Law, may not be appointed as an alternate director of an independent director qualified as such under the Companies Law. Unless the appointing director limits the time or scope of the appointment, the appointment is effective for all purposes until the appointing director ceases to be a director or terminates the appointment.
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Committees of the Board of Directors
Audit Committee
Our audit committee is comprised of at least three independent directors. The audit committee may not include the chairman of the board; a controlling shareholder of the company or a relative of a controlling shareholder; a director employed by or providing services on a regular basis to the company, to a controlling shareholder or to an entity controlled by a controlling shareholder; or a director who derives most of his or her income from a controlling shareholder.
In addition, a majority of the members of the audit committee of a publicly-traded company must be independent directors under the Companies Law.
The members of our audit committee are Mr. Yossi Daskal, Ms. Hila Kiron-Revach and Mr. Oz Adler.
Our audit committee will also act as a committee for review of our financial statements as required under the Companies Law, and in such capacity will oversee and monitor our accounting; financial reporting processes and controls, audits of the financial statements, compliance with legal and regulatory requirements as they relate to financial statements or accounting matters, and the independent registered public accounting firm’s qualifications, independence and performance; and provide the board of directors with reports on the foregoing.
Under the Companies Law, our audit committee is responsible for:
| ● | determining whether there are deficiencies in the business management practices of our company, and making recommendations to the board of directors to improve such practices; | |
| ● | determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest and whether such transaction is extraordinary or material under Companies Law) (see “Directors, Senior Management and Employees-Board Practices-Approval of Related Party Transactions under Israeli law”); | |
| ● | determining the approval process for transactions that are ‘non-negligible’ (i.e., transactions with a controlling shareholder that are classified by the audit committee as non-negligible, even though they are not deemed extraordinary transactions), as well as determining which types of transactions would require the approval of the audit committee, optionally based on criteria which may be determined annually in advance by the audit committee; | |
| ● | examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose of its responsibilities; | |
| ● | where the board of directors approves the working plan of the internal auditor, examining such working plan before its submission to the board of directors and proposing amendments thereto; | |
| ● | examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors or shareholders, depending on which of them is considering the appointment of our auditor; and | |
| ● | establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to such employees. |
Our audit committee may not conduct any discussions or approve any actions requiring its approval (see “Directors, Senior Management and Employees-Board Practices-Approval of Related Party Transactions under Israeli law”), unless at the time of the approval a majority of the committee’s members are present, which majority consists of independent directors under the Companies Law, including at least one external director (to the extent external director is required under the Companies Law and its regulations).
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Nasdaq Stock Market Requirements for Audit Committee
Under the Nasdaq Listing Rules, we are required to maintain an audit committee consisting of at least three members, all of whom are independent and are financially literate and one of whom has accounting or related financial management expertise.
As noted above, the members of our audit committee are Mr. Yossi Daskal and Mr. Oz Adler, and Ms. Hila Kiron-Revach, who will serve as an independent directors, each of whom is “independent,” as such term is defined in under Nasdaq Listing Rules. The members of our audit committee meet the requirements for financial literacy under the Nasdaq Listing Rules. Our board of directors has determined that each member of our audit committee is an audit committee financial expert as defined by the SEC rules and has the requisite financial experience as defined by the Nasdaq Listing Rules.
Our board of directors has adopted an audit committee charter setting forth among others, the responsibilities of the audit committee consistent with the rules of the SEC and Nasdaq Listing Rules (in addition to the requirements for such committee under the Companies Law).
Compensation Committee
Under the Companies Law, the board of directors of any public company must establish a compensation committee. The compensation committee must be comprised of at least three directors, including all of the external directors, who must constitute a majority of the members of the compensation committee (to the extent external director is required under the Companies Law and its regulations). Each compensation committee member that is not an external director must be a director whose compensation does not exceed an amount that may be paid to an external director. The compensation committee is subject to the same Companies Law restrictions as the audit committee as to (a) who may not be a member of the committee and (b) who may not be present during committee deliberations as described above.
The members of our compensation committee are Mr. Yossi Daskal, Mr. Oz Adler and Ms. Hila Kiron-Revach, each of whom is “independent,” as such term is defined under the Nasdaq Listing Rules. Our compensation committee complies with the provisions of the Companies Law, the regulations promulgated thereunder, and our amended and restated articles of association, on all aspects referring to its independence, authorities and practice. Our compensation committee follows home country practice as opposed to complying with the compensation committee membership and charter requirements prescribed under the Nasdaq Listing Rules. Our board of directors has adopted a compensation committee charter.
Our compensation committee reviews and recommends to our board of directors, with respect to our executive officers’ and directors’: (1) annual base compensation; (2) annual incentive bonus, including the specific goals and amount; (3) equity compensation; (4) employment agreements, severance arrangements, and change in control agreements and provisions; (5) retirement grants and/or retirement bonuses; and (6) any other benefits, compensation, compensation policies or arrangements.
The duties of the compensation committee include the recommendation to the company’s board of directors of a policy regarding the terms of engagement of office holders, to which we refer as a compensation policy. Such policy must be adopted by the company’s board of directors, after considering the recommendations of the compensation committee. The compensation policy is then brought for approval by our shareholders, which requires a special majority (see “Directors, Senior Management and Employees-Board Practices-Approval of Related Party Transactions under Israeli law”). Under the Companies Law, the board of directors may adopt the compensation policy if it is not approved by the shareholders, provided that after the shareholders oppose the approval of such policy, the compensation committee and the board of directors revisit the matter and determine that adopting the compensation policy would be in the best interest of the company. Our board has adopted a compensation policy which was approved by our shareholders on March 27, 2022, as amended and approved by our shareholders on September 30, 2024.
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The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of executive officers and directors, including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement. The compensation policy must relate to certain factors, including advancement of the company’s objectives, the company’s business and its long-term strategy, and creation of appropriate incentives for executives. It must also consider, among other things, the company’s risk management, size and the nature of its operations. The compensation policy must furthermore consider the following additional factors:
| ● | the knowledge, skills, expertise and accomplishments of the relevant director or executive; | |
| ● | the director’s or executive’s roles and responsibilities and prior compensation agreements with him or her; | |
| ● | the relationship between the cost of the terms of service of an office holder and the average and median compensation of the other employees of the company (including those employed through manpower companies), including the impact of disparities in salary upon work relationships in the company; | |
| ● | the possibility of reducing variable compensation at the discretion of the board of directors; and the possibility of setting a limit on the exercise value of non-cash variable compensation; and | |
| ● | as to severance compensation, the period of service of the director or executive, the terms of his or her compensation during such service period, the company’s performance during that period of service, the person’s contribution towards the company’s achievement of its goals and the maximization of its profits, and the circumstances under which the person is leaving the company. |
The compensation policy must also include the following principles:
| ● | the link between variable compensation and long-term performance and measurable criteria; | |
| ● | the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation at the time of its grant; | |
| ● | the conditions under which a director or executive would be required to repay compensation paid to him or her if it was later shown that the data upon which such compensation was based was inaccurate and was required to be restated in the company’s financial statements; | |
| ● | the minimum holding or vesting period for variable, equity-based compensation; and | |
| ● | maximum limits for severance compensation. |
The compensation policy must also consider appropriate incentives from a long-term perspective.
The compensation committee is also responsible for:
| ● | recommending whether a compensation policy should continue in effect, if the then-current policy has a term of greater than three years (approval of either a new compensation policy or the continuation of an existing compensation policy must in any case occur every three years); | |
| ● | recommending to the board of directors periodic updates to the compensation policy; | |
| ● | assessing implementation of the compensation policy; | |
| ● | determining whether the terms of compensation of certain office holders of the company need not be brought to approval of the shareholders; and | |
| ● | determining whether to approve the terms of compensation of office holders that require the committee’s approval. |
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Under the Companies Law, the board of directors of an Israeli public company must appoint an internal auditor nominated by the audit committee. Our internal auditor is Mrs. Dana Spira, who has been serving as our internal auditor since May 2022. Mrs. Spira is a Certified Public Accountant and holds a B.A. degree in accounting and business and L.L.B law from Reichman University, Israel
The role of the internal auditor is to examine, among other things, whether a company’s actions comply with the law and proper business procedure. The audit committee is required to oversee the activities, and to assess the performance of the internal auditor as well as to review the internal auditor’s work plan. An internal auditor may not be an interested party or office holder, or a relative of any interested party or office holder, and may not be a member of the company’s independent accounting firm or its representative. The Companies Law defines an interested party as a holder of 5% or more of the outstanding shares or voting rights of a company, any person or entity that has the right to nominate or appoint at least one director or the general manager of the company or any person who serves as a director or as the general manager of a company.
Remuneration of Directors
Under the Companies Law, remuneration of directors is subject to the approval of the compensation committee, thereafter by the board of directors and thereafter, unless exempted under the regulations promulgated under the Companies Law, by the general meeting of the shareholders. External directors (if required) are entitled to remuneration (including reimbursement of expenses) subject to the provisions and limitations set forth in the regulations promulgated under the Companies Law. Where the director is also a controlling shareholder, the requirements for approval of transactions with controlling shareholders apply.
There are no service contracts between us, on the one hand, and our directors in their capacity as directors, on the other hand, providing for benefits upon termination of service.
Fiduciary Duties of Office Holders
The Companies Law imposes a duty of care and a duty of loyalty on all office holders of a company.
The duty of care requires an office holder to act with the level of care with which a reasonable office holder in the same position would have acted under the same circumstances. The duty of care of an office holder includes a duty to use reasonable means to obtain:
| ● | information on the advisability of a given action brought for his approval or performed by him by virtue of his position; and | |
| ● | all other important information pertaining to these actions. |
The duty of loyalty of an office holder requires an office holder to act in good faith and for the benefit of the company, and includes a duty to:
| ● | refrain from any conflict of interest between the performance of his duties in the company and his performance of his other duties or personal affairs; | |
| ● | refrain from any action that is competitive with the company’s business; | |
| ● | refrain from exploiting any business opportunity of the company to receive a personal gain for himself or others; and | |
| ● | disclose to the company any information or documents relating to the company’s affairs which the office holder has received due to his position as an office holder. |
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Insurance
Under the Companies Law, a company may obtain insurance for any of its office holders against the following liabilities incurred due to acts he or she performed as an office holder, if and to the extent provided for in the company’s articles of association:
| ● | breach of his or her duty of care to the company or to another person, to the extent such a breach arises out of the negligent conduct of the office holder; | |
| ● | a breach of his or her duty of loyalty to the company, provided that the office holder acted in good faith and had reasonable cause to assume that his or her act would not prejudice the company’s interests; and | |
| ● | a financial liability imposed upon him or her in favor of another person. |
On September 21, 2025 the Audit and Compensation Committee of our Board of Directors resolved to approve the renewal of the Company’s directors’ and officers’ insurance policy, for a period of 12 months as of October 1, 2025, of a $7.5 million coverage, and an annual premium of $181,700, pursuant to the applicable regulations under Companies Law.
On March 28, 2022, our board of directors approved the purchase of a run-off insurance policy for directors and officers, which will cover past events. The insurance amount is NIS 18 million (approximately US$5.6 million) in aggregate plus reasonable legal defense costs, with Company retention for claims in North America of NIS 90,000 (approximately US$28,125) and Company retention for other claims of NIS 18,000 (approximately US$5,600). The policy is for seven (7) years as of April 4, 2022, and cost NIS 49,140 (approximately US$15,260). The purchase of the run-off director and officer insurance policy was approved by the Company’s shareholders on June 6, 2022.
Indemnification
The Companies Law provide that a company may indemnify an office holder against the following liabilities and expenses incurred for acts performed by him or her as an office holder, either pursuant to an undertaking made in advance of an event or following an event, provided its articles of association include a provision authorizing such indemnification:
| ● | a financial liability imposed on him or her in favor of another person by any judgment concerning an act performed in his or her capacity as an office holder, including a settlement or arbitrator’s award approved by a court. However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned foreseen events and amount or criteria; | |
| ● | reasonable litigation expenses, including attorneys’ fees, expended by the office holder (a) as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (1) no indictment (as defined in the Companies Law) was filed against such office holder as a result of such investigation or proceeding; and (2) no financial liability as a substitute for the criminal proceeding (as defined in the Companies Law) was imposed upon him or her as a result of such investigation or proceeding, or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent; and (b) in connection with a monetary sanction; | |
| ● | reasonable litigation expenses, including attorneys’ fees, expended by the office holder or imposed on him or her by a court: (1) in proceedings that the company institutes, or that another person institutes on the company’s behalf, against him or her; (2) in a criminal proceedings of which he or she was acquitted; or (3) as a result of a conviction for a crime that does not require proof of criminal intent; and | |
| ● | expenses incurred by an office holder in connection with an Administrative Procedure under the Securities Law, including reasonable litigation expenses and reasonable attorneys’ fees. An “Administrative Procedure” is defined as a procedure pursuant to chapters H3 (Monetary Sanction by the Israeli Securities Authority), H4 (Administrative Enforcement Procedures of the Administrative Enforcement Committee) or I1 (Arrangement to prevent Procedures or Interruption of procedures subject to conditions) to the Securities Law. |
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Exculpation
Under the Companies Law, an Israeli company may not exculpate an office holder from liability for a breach of his or her duty of loyalty, but may exculpate in advance an office holder from his or her liability to the company, in whole or in part, for damages caused to the company as a result of a breach of his or her duty of care (other than in relation to distributions), but only if a provision authorizing such exculpation is included in its articles of association.
Limitations
The Companies Law provides that we may not exculpate or indemnify an office holder nor enter into an insurance contract that would provide coverage for any liability incurred as a result of any of the following: (1) a breach by the office holder of his or her duty of loyalty unless (in the case of indemnity or insurance only, but not exculpation) the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice us; (2) a breach by the office holder of his or her duty of care if the breach was carried out intentionally or recklessly (as opposed to merely negligently); (3) any act or omission committed with the intent to derive an illegal personal benefit; or (4) any fine, monetary sanction, penalty or forfeit levied against the office holder.
Under the Companies Law, exculpation, indemnification and insurance of office holders in a public company must be approved by the compensation committee and the board of directors and, with respect to certain office holders or under certain circumstances, also by the shareholders (see “Directors, Senior Management and Employees-Board Practices-Approval of Related Party Transactions under Israeli Law”).
Our amended and restated articles of association permits us to exculpate, indemnify and insure our office holders to the fullest extent permitted or to be permitted by the Companies Law.
We have entered into agreements with each of our directors and executive officers exculpating them from liability to us for damages caused to us as a result of a breach of duty of care and undertaking to indemnify them, in each case, to the fullest extent permitted by our amended and restated articles of association and the Companies Law, to the extent that these liabilities are not covered by insurance.
Approval of Related Party Transactions under Israeli Law
General
Under the Companies Law, we may approve an action by an office holder from which the office holder would otherwise have to refrain, as described above, if:
| ● | the office holder acts in good faith and the act or its approval does not cause harm to the company; and | |
| ● | the office holder disclosed the nature of his or her interest in the transaction (including any significant fact or document) to the company at a reasonable time before the company’s approval of such matter. |
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Disclosure of Personal Interests of an Office Holder
The Companies Law requires that an office holder disclose to the company, promptly, and, in any event, not later than the board meeting at which the transaction is first discussed, any direct or indirect personal interest that he or she may have and all related material information known to him or her relating to any existing or proposed transaction by the company. If the transaction is an extraordinary transaction, the office holder must also disclose any personal interest held by:
| ● | the office holder’s relatives; or | |
| ● | any corporation in which the office holder or his or her relatives holds 5% or more of the shares or voting rights, serves as a director or general manager or has the right to appoint at least one director or the general manager. |
An office holder is not, however, obliged to disclose a personal interest if it derives solely from the personal interest of his or her relative in a transaction that is not considered an extraordinary transaction. Under the Companies Law, an extraordinary transaction is a transaction:
| ● | not in the ordinary course of business; | |
| ● | not on market terms; or | |
| ● | that is likely to have a material effect on the company’s profitability, assets or liabilities. |
The Companies Law does not specify to whom within us nor the manner in which required disclosures are to be made. We require our office holders to make such disclosures to our board of directors.
Under the Companies Law, once an office holder complies with the above disclosure requirement, the board of directors may approve a transaction between the company and an office holder, or a third party in which an office holder has a personal interest, unless the articles of association provide otherwise and provided that the transaction is in the company’s interest. If the transaction is an extraordinary transaction in which an office holder has a personal interest, first the audit committee and then the board of directors, in that order, must approve the transaction. Under specific circumstances, shareholder approval may also be required. Generally, a person who has a personal interest in a matter which is considered at a meeting of the board of directors or the audit committee may not be present at such a meeting unless the chairman of the audit committee or board of directors (as applicable) determines that he or she should be present in order to present the transaction that is subject to approval. A director who has a personal interest in a transaction, which is considered at a meeting of the board of directors or the audit committee, may not be present at this meeting or vote on this matter, unless a majority of the members of the board of directors or the audit committee, as the case may be, has a personal interest. If a majority of the board of directors has a personal interest, then shareholders approval is generally also required.
Disclosure of Personal Interests of a Controlling Shareholder
Under the Companies Law, the disclosure requirements that apply to an office holder also apply to a controlling shareholder of a public company. Extraordinary transactions with a controlling shareholder or in which a controlling shareholder has a personal interest, including a private placement in which a controlling shareholder has a personal interest, as well as transactions for the provision of services whether directly or indirectly by a controlling shareholder or his or her relative, or a company such controlling shareholder controls, and transactions concerning the terms of engagement and compensation of a controlling shareholder or a controlling shareholder’s relative, whether as an office holder or an employee, require the approval of the audit committee or the compensation committee, as the case may be, the board of directors and a majority of the shares voted by the shareholders of the company participating and voting on the matter in a shareholders’ meeting. In addition, the shareholder approval must fulfill one of the following requirements:
| ● | at least a majority of the shares held by shareholders who have no personal interest in the transaction and are voting at the meeting must be voted in favor of approving the transaction, excluding abstentions; or | |
| ● | the shares voted by shareholders who have no personal interest in the transaction who vote against the transaction represent no more than 2% of the voting rights in the company. |
In addition, any extraordinary transaction with a controlling shareholder or in which a controlling shareholder has a personal interest with a term of more than three years requires the abovementioned approval every three years; however, such transactions not involving the receipt of services or compensation can be approved for a longer term, provided that the audit committee determines that such longer term is reasonable under the circumstances.
The Companies Law requires that every shareholder that participates, in person, by proxy or by voting instrument, in a vote regarding a transaction with a controlling shareholder, must indicate in advance or in the ballot whether or not that shareholder has a personal interest in the vote in question. Failure to so indicate will result in the invalidation of that shareholder’s vote.
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Approval of the Compensation of Directors and Executive Officers
Directors. Under the Companies Law, the compensation of our directors requires the approval of our compensation committee, the subsequent approval of the board of directors and, unless exempted under the regulations promulgated under the Companies Law, the approval of the general meeting of our shareholders. If the compensation of our directors is inconsistent with our stated compensation policy, then, provided that those provisions that must be included in the compensation policy according to the Companies Law have been considered by the compensation committee and board of directors, shareholders approval by a special majority will be required.
Executive officers other than the chief executive officer. The Companies Law requires the approval of the compensation of a public company’s executive officers (other than the chief executive officer) in the following order: (i) the compensation committee, (ii) the company’s board of directors, and (iii) only if such compensation arrangement is inconsistent with the company’s stated compensation policy, the company’s shareholders by a special majority. However, if the shareholders of the company do not approve a compensation arrangement with an executive officer that is inconsistent with the company’s stated compensation policy, the compensation committee and board of directors may override the shareholders’ decision if each of the compensation committee and the board of directors provides detailed reasons for their decision.
Chief executive officer. Under the Companies Law, the compensation of a public company’s chief executive officer is required to be approved by: (i) the company’s compensation committee; (ii) the company’s board of directors, and (iii) the company’s shareholders by a special majority. However, if the shareholders of the company do not approve the compensation arrangement with the chief executive officer, the compensation committee and board of directors may override the shareholders’ decision if each of the compensation committee and the board of directors provides detailed reasons for their decision. In addition, the compensation committee may exempt the engagement terms of a candidate to serve as the chief executive officer from shareholders’ approval, if the compensation committee determines that the compensation arrangement is consistent with the company’s stated compensation policy, that the chief executive officer did not have a prior business relationship with the company or a controlling shareholder of the company, and that subjecting the approval to a shareholders vote would impede the company’s ability to attain the candidate to serve as the company’s chief executive officer (and provide detailed reasons for the latter).
The approval of each of the compensation committee and the board of directors, with regard to the office holders and directors above, must be in accordance with the company’s stated compensation policy; however, under special circumstances, the compensation committee and the board of directors may approve compensation terms of a chief executive officer that are inconsistent with the company’s compensation policy provided that they have considered those provisions that must be included in the compensation policy according to the Companies Law and that shareholder approval was obtained by a special majority requirement.
Duties of Shareholders
Under the Companies Law, a shareholder has a duty to refrain from abusing its power in the company and to act in good faith and in an acceptable manner in exercising its rights and performing its obligations toward the company and other shareholders, including, among other things, in voting at general meetings of shareholders (and at shareholder class meetings) on the following matters:
| ● | amendment of the articles of association; | |
| ● | increase in the company’s authorized share capital; | |
| ● | merger; and | |
| ● | the approval of related party transactions and acts of office holders that require shareholder approval. |
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A shareholder also has a general duty to refrain from oppressing other shareholders. The remedies generally available upon a breach of contract will also apply to a breach of the above mentioned duties, and in the event of oppression of other shareholders, additional remedies are available to the injured shareholder.
In addition, any controlling shareholder, any shareholder that knows that its vote can determine the outcome of a shareholder vote and any shareholder that, under a company’s articles of association, has the power to appoint or prevent the appointment of an office holder, or has another power with respect to a company, is under a duty to act with fairness towards the company. The Companies Law does not describe the substance of this duty except to state that the remedies generally available upon a breach of contract will also apply in the event of a breach of the duty to act with fairness, taking the shareholder’s position in the company into account.
We currently do not have any controlling shareholder as defined by the Companies Law. See “Major Shareholders and Related Party Transactions.”
D. Employees.
See “Item 4.B. Business Overview-Employees.”
E. Share Ownership.
See “Item 7.A. Major Shareholders” below.
Share Incentive Plan
We maintain one equity incentive plan, or the Option Plan. As of March 25, 2026, the number of ordinary shares reserved for issuance under the Option Plan was 48,630. As of March 25, 2026, 23,297 options to purchase 23,297 ordinary shares were issued and outstanding, of which 5,469 options were vested as of that date, with exercise prices ranging from $15.318 to $1,473.30 per share. As of March 25, 2026, we had also an aggregate of 157,653 unvested RSUs issued and outstanding under the Option Plan. Our board may, at any time during the term of the Option Plan increase the number of shares available for grant under the Option Plan subject to any required approval of our shareholders of such increase if so required under applicable laws and/or our incorporation documents and/or any shareholders agreement, as shall be in effect from time to time.
Our Option Plan was adopted by our board of directors on January 31, 2017, and was last amended on March 28, 2024. Our employees, directors, officers, and services providers, including those who are our controlling shareholders (if any), as well as those of our affiliated companies, are eligible to participate in this Option Plan.
Our Option Plan is administered by our board of directors, regarding the granting of options and the terms of option grants, including exercise price, method of payment, vesting schedule, acceleration of vesting and the other matters necessary in the administration of this Option Plan. Eligible Israeli employees, officers and directors, would qualify for provisions of Section 102(b)(2) of the Tax Ordinance of 1961 (New Version) (the “Ordinance”). Pursuant to such Section 102(b)(2), qualifying options and shares issued upon exercise of such options are held in trust and registered in the name of a trustee selected by the board of directors. The trustee may not release these options or shares to the holders thereof for two years from the date of the registration of the options in the name of the trustee, unless the beneficiary grantee waives the tax benefits under Section 102, as detailed below. Under Section 102, any tax payable by an employee from the grant or exercise of the options is deferred until the transfer of the options or ordinary shares by the trustee to the employee or upon the sale of the options or ordinary shares, and gains may qualify to be taxed as capital gains at a rate equal to 25%, subject to compliance with specified conditions. Our Israeli non-employee service providers and controlling shareholders may only be granted options under Section 3(9) of the Tax Ordinance, which does not provide for similar tax benefits. The Option Plan also permits granting options to Israeli grantees who do not qualify under Section 102(b)(2).
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As a default, our Option Plan provides that upon termination of employment for any reason, other than in the event of death or disability, all unvested options will expire and all vested options will generally be exercisable for one month following such termination, if we initiate such termination, or two weeks following such termination, if an employee initiates such termination, or such other period as determined by the Option Plan administrator, subject to the terms of the Option Plan and the governing option agreement. Notwithstanding the foregoing, in the event the employment is terminated for cause (including, inter alia, a breach of confidentiality or non-compete obligations to us, and commission of an act involving moral turpitude or an act that causes harm to us) all options granted to such employee, whether vested or unvested, will not be exercisable and will terminate on the date of the termination of his employment.
Upon termination of employment due to death or disability, all the options vested at the time of termination will generally be exercisable for six months, or such other period as determined by the Option Plan administrator, subject to the terms of the Option Plan and the governing option agreement.
F. Disclosure of a registrant’s action to recover erroneously awarded compensation.
There was no erroneously awarded compensation that was required to be recovered pursuant to the Rail Vision Ltd. Executive Officer Clawback Policy during the fiscal year ended December 31, 2025.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders
The following table sets forth information regarding beneficial ownership of our ordinary shares as of March 25, 2026 by:
| ● | each person, or group of affiliated persons, known to us to be the beneficial owner of more than 5% of our outstanding ordinary shares; | |
| ● | each of our directors and executive officers; and | |
| ● | all of our directors and executive officers as a group. |
Beneficial ownership is determined in accordance with the rules of the SEC, and includes voting or investment power with respect to ordinary shares. Ordinary shares issuable under RSUs, share options or warrants that are exercisable within 60 days after March 25, 2026 are deemed outstanding for the purpose of computing the percentage ownership of the person holding the RSUs, options or warrants but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.
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Except as indicated in the footnotes to this table, we believe that the shareholders named in this table have sole voting and investment power with respect to all shares shown to be beneficially owned by them, based on information provided to us by such shareholders. Unless otherwise noted below, each beneficial owner’s address is: c/o Rail Vision Ltd., 15 Ha’Tidhar St., Ra’anana, 4366517 Israel.
| No. of Shares Beneficially Owned | Percentage Owned | |||||||
| 5% or Greater Shareholders | ||||||||
| L.I.A. Pure Capital Ltd. (1) | 136,819 | 6.12 | % | |||||
| Directors and senior management: | ||||||||
| David BenDavid (2) | - | - | % | |||||
| Ofer Naveh (3) | 31,645 | 1.44 | % | |||||
| Noam Shloper (4) | 3,844 | ** | % | |||||
| Eli Yoresh* (5) | 26,525 | 1.21 | % | |||||
| Doron Cohadier (6) | 3,750 | ** | % | |||||
| Amit Klir (7) | 4,658 | ** | % | |||||
| Ariel Dor*(8) | 1,619 | ** | % | |||||
| Yossi Daskal* (9) | 1,610 | ** | % | |||||
| Hila Kiron Revach*(10) | 1,444 | ** | % | |||||
| Oz Adler* (11) | 1,610 | ** | % | |||||
| Shahar Hania* (12) | 9,299 | ** | % | |||||
| All directors and senior management as a group (11 persons) (13) | 3.90 | % | ||||||
| * | Indicates director of the Company. |
| ** | Indicates beneficial ownership of less than 1% of the total ordinary shares outstanding. |
| (1) | Based on information contained in a Schedule 13G filed with the SEC on March 9, 2026, by L.I.A. Pure Capital Ltd. (“Pure Capital”). Consists of (i) 93,796 ordinary shares, (ii) 833 restricted share units that will vest within 60 days of March 9, 2026, and (iii) 42,190 ordinary shares which may be acquired by Pure Capital within 60 days of March 9, 2026 through the exercise of a warrant (the “Warrant”), which includes a blocker provision under which Pure Capital does not have the right to exercise the Warrant to the extent (but only to the extent) that such exercise would result in beneficial ownership by Pure Capital, together with its affiliates, and any other persons acting as a group together with Pure Capital or any of its affiliates, of more than 19.99% of our ordinary shares. The principal business address of L.I.A. Pure Capital Ltd. is 20 Raoul Wallenberg Street, Tel Aviv, Israel 6971916. |
| (2) | Does not include 17,400 options and 27,000 RSUs that vest in more than 60 days of March 25, 2026. |
| (3) | Consists of (i) 28,995 ordinary shares, (ii) 750 ordinary shares issuable upon the exercise of currently exercisable or exercisable within 60 days of March 25, 2026 at an exercise price of $444.00 and expiring in January 2028, January 2030 and May 2032 and (iii) 1,900 RSUs vested within 60 days of March 25, 2026. Does not include 11,400 RSUs that vest in more than 60 days of March 25, 2026. |
| (4) | Consists of (i) 3,098 ordinary shares, (ii) 127 ordinary shares issuable upon the exercise of currently exercisable or exercisable within 60 days of March 25, 2026 at an exercise price of $444.00 and expiring in January 2030 and September 2032 and (iii) 619 RSUs vested within 60 days of March 25, 2026. Does not include 3,716 RSUs that vest in more than 60 days of March 25, 2026. |
| (5) | Consists of (i) 24,856 ordinary shares, (ii) 236 ordinary shares issuable upon the exercise of currently exercisable or exercisable within 60 days of March 25, 2026 at an exercise price of f $444.00 and expiring in January 2028 and May 2032 and (iii) 1,433 RSUs vested within 60 days of March 25, 2026. Does not include 10,406 RSUs that vest in more than 60 days of March 25, 2026. |
| (6) | Consists of (i) 3,125 ordinary shares, and (ii) 625 RSUs vested within 60 days of March 25, 2026. Does not include 3,750 RSUs that vest in more than 60 days of March 25, 2026. |
| (7) | Consists of (i) 3,708 ordinary shares, (ii) 208 ordinary shares issuable upon the exercise of currently exercisable or exercisable within 60 days of March 25, 2026 at an exercise price of $444.00 and expiring in September 2032 and (iii) 742 RSUs vested within 60 days of March 25, 2026. Does not include 8,158 RSUs that vest in more than 60 days of March 25, 2026. |
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| (8) | Consists of (i) 1,152 ordinary shares, (ii) 175 ordinary shares issuable upon the exercise of currently exercisable or exercisable within 60 days of March 25, 2026 at an exercise price of $1,473.30 and expiring in January 2028 and (iii) 292 RSUs vested within 60 days of March 25, 2026. Does not include 2,056 RSUs that vest in more than 60 days of March 25, 2026. |
| (9) | Consists of (i) 1,152 ordinary shares, (ii) 166 options ordinary shares issuable upon the exercise of currently exercisable or exercisable within 60 days of March 25, 2026 at an exercise price of $444.00 and expiring in May 2032 and (iii) 292 RSUs vested within 60 days of March 25, 2026. Does not include 2,056 RSUs that vest in more than 60 days of March 25, 2026. |
| (10) | Consists of (i) 1,152 ordinary shares, and (ii) 292 RSUs vested within 60 days of March 25, 2026. Does not include 2,056 RSUs that vest in more than 60 days of March 25, 2026. |
| (11) | Consists of (i) 1,152 ordinary shares, (ii) 166 ordinary shares issuable upon the exercise of currently exercisable or exercisable within 60 days of March 25, 2026 at an exercise price of $444.00 and expiring in May 2032 and (iii) 292 RSUs vested within 60 days of March 25, 2026. Does not include 2,056 RSUs that vest in more than 60 days of March 25, 2026. |
| (12) | Consists of (i) 6,361 ordinary shares, (ii) 2,005 options ordinary shares issuable upon the exercise of currently exercisable or exercisable within 60 days of March 25, 2026 at an exercise price of $444.00 and expiring in January 2028, October 2030, May 2032 and October 2033 and (iii) 933 RSUs vested within 60 days of March 25, 2026. Does not include (i) 237 options ordinary shares issuable upon the exercise of currently exercisable or exercisable within 60 days of March 25, 2026 at an exercise price of $444.00 and expiring in October 2033, that vest in more than 60 days of March 25, 2026 and (ii) 5,600 RSUs that vest in more than 60 days of March 25, 2026. |
| (13) | See footnotes (2)-(12) for certain information regarding beneficial ownership. |
Changes in Ownership of Major Shareholders
As reported on their Schedule 13D, as of June 21, 2023, Knorr-Bremse Systeme für Schienenfahrzeuge GmbH reported beneficial ownership of 48.1% of our ordinary shares. According to our records, Knorr-Bremse’s current beneficial ownership is less than 5% of our ordinary shares. In addition, according to our records, Foresight Autonomous Holdings Ltd. held a beneficial ownership of 11.1% of our ordinary shares on December 31, 2023 and, to our knowledge, currently holds less than 5% of our ordinary shares. To our knowledge, other than as disclosed in the table above, other filings with the SEC and this Annual Report, during the last three years, there were no significant changes in the percentage ownership of our major shareholders. Our major shareholders do not have voting rights with respect to their ordinary shares that are different from the voting rights of other holders of our ordinary shares.
Record Holders
As of March 25, 2026, there were 50 holders of record of our ordinary shares, out of which no holders of record had a registered address in the United States. The number of record holders is not representative of the number of beneficial holders of our ordinary shares, as 91.975% of our outstanding ordinary shares are recorded in the name of Cede & Co. as nominee for the Depository Trust Company, in whose name all shares held in “street name” are held in the United States. Except where otherwise indicated, we believe, based on information furnished to us by such owners, that the beneficial owners of the Ordinary Shares listed below have sole investment and voting power with respect to such shares.
We are not controlled by another corporation, by any foreign government or by any natural or legal persons. There are no arrangements known to us which would result in a change in control of our company at a subsequent date.
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B. Related Party Transactions
The following is a description of the material terms of those transactions with related parties to which we are party since January 1, 2025.
Convertible Loan Facility with Quantum Transportation
In connection with the closing of our acquisition of Quantum Transportation, on January 14, 2026, we entered into a loan agreement pursuant to which we extended to Quantum Transportation a convertible loan facility of up to $700,000, bearing 8% annual interest, to support its operations and development roadmap.
The principal amount of the loan may be drawn down, in whole or in part, from time to time by Quantum Transportation in accordance with the terms of the loan agreement.
The principal amount plus interest accrued thereon (the “Loan Amount”) shall be repaid in one payment on the 24-month anniversary of the date of the loan agreement (the “Initial Term”), unless extended upon the mutual agreement of the parties (the “Extended Term”). The Loan Amount will bear interest at the rate of 8% per annum from the date Quantum Transportation actually receives any portion thereof from us during the Initial Term, which will be increased to 12% per annum during the Extended Term, in each case until repayment or conversion of the Loan Amount.
During the Initial Term or Extended Term, if applicable, we have the right, in our sole discretion, to convert the Loan Amount into the then most senior class of shares of Quantum Transportation at a conversion price equal to the lower of (i) the exchange valuation of Quantum Transportation pursuant to the exchange mechanism set out under the exchange agreement pursuant to which we acquired Quantum Transportation or (ii) the price per share in a future equity investment in Quantum Transportation, subject to certain conditions, in an amount exceeding US $700,000.
The Loan Agreement contains customary representations, warranties and other provisions customary for transactions of this nature, including various negative and affirmative covenants and events of default.
As of March 25, 2026, we have advanced $100,000 under this convertible loan facility to Quantum Transportation.
Employment Agreements
We have entered into written employment or services agreements with each of our executive officers. All of these agreements contain customary provisions regarding noncompetition, confidentiality of information and assignment of inventions. However, the enforceability of the noncompetition provisions may be limited under applicable law. In addition, we have entered into agreements with each executive officer and director pursuant to which we have agreed to indemnify each of them up to a certain amount and to the extent that these liabilities are not covered by directors and officers insurance.
Options and Restricted Share Units
Since our inception, we have granted options to purchase our ordinary shares and RSUs to certain of our officers and directors. Such option agreements may contain acceleration provisions upon certain merger, acquisition, or change of control transactions. We describe our Option Plan under “Item 6.E.-Directors, Senior Management and Employees-Share Incentive Plan.” If the relationship between us and an executive officer or a director is terminated, except for cause (as defined in the various Option Plan agreements), options that are vested will generally remain exercisable for one month following the date of such termination if we initiate such termination or two weeks following the date of such termination, if an executive officer or a director initiates such termination.
Certain Relationships
From time to time, we do business with other companies affiliated with our principal shareholders, as described above. We believe that all such arrangements have been entered into in the ordinary course of business.
C. Interests of Experts and Counsel
Not applicable.
ITEM 8. FINANCIAL INFORMATION.
A. Statements and Other Financial Information.
See “Item 18. Financial Statements.”
Legal Proceedings
See “Item 4.B. Business Overview-Legal Proceedings.”
Dividends
We have never declared or paid any cash dividends on our ordinary shares and do not anticipate paying any cash dividends in the foreseeable future. However, we may declare a dividend to be paid to the holders of our ordinary shares in proportion to their respective shareholdings. Under the Companies Law, dividend distributions are determined by the board of directors and do not require the approval of the shareholders of a company unless the company’s articles of association provide otherwise. Our amended and restated articles of association do not require shareholder approval of a dividend distribution and will provide that dividend distributions may be determined by our board of directors. Payment of cash dividends, if any, in the future will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant.
Pursuant to the Companies Law, the distribution of dividends is limited to the greater of retained earnings or earnings generated over the previous two years, according to our then last reviewed or audited financial statements, provided that the end of the period to which the financial statements relate is not more than six months prior to the date of the distribution. If we do not meet such criteria, we may only distribute dividends with court approval. In each case, we are only permitted to distribute a dividend if our board of directors and the court, if applicable, determines that there is no reasonable concern that payment of the dividend will prevent us from satisfying our existing and foreseeable obligations as they become due.
Payment of dividends may be subject to Israeli withholding taxes.
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B. Significant Changes
Other than as otherwise described in this Annual Report on Form 20-F and as set forth below, no significant change has occurred in our operations since the date of our financial statements included in this Annual Report on Form 20-F.
ITEM 9. THE OFFER AND LISTING
A. Offer and Listing Details
Our ordinary shares and warrants are listed on the Nasdaq Capital Market under the symbols “RVSN,” and “RVSNW,” respectively. Our ordinary shares are also listed on the Frankfurt Stock Exchange under the symbol “C80”.
B. Plan of Distribution
Not applicable.
C. Markets
Our ordinary shares are listed on the Nasdaq Capital Market and the Frankfurt Stock Exchange.
D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
A. Share Capital
Not applicable.
B. Articles of Association
A copy of our Amended and Restated Articles of Association is attached as Exhibit 1.1 to this Annual Report. Other than as disclosed below, the information called for by this Item is set forth in Exhibit 2.1 to this Annual Report and is incorporated by reference into this Annual Report.
C. Material Contracts
We have not entered into any material contracts other than in the ordinary course of business and other than those described in Item 4. “Information on Our Company,” Item 7B “Major Shareholders and Related Party Transactions - Related Party Transactions” or elsewhere in this Annual Report.
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D. Exchange Controls
There are currently no Israeli currency control restrictions on remittances of dividends on our ordinary shares, proceeds from the sale of the shares or interest or other payments to non-residents of Israel, except for shareholders who are subjects of countries that are, or have been, in a state of war with Israel.
E. Taxation.
The following description is not intended to constitute a complete analysis of all tax consequences relating to the acquisition, ownership and disposition of our ordinary shares. You should consult your own tax advisor concerning the tax consequences of your particular situation, as well as any tax consequences that may arise under the laws of any state, local, foreign, or other taxing jurisdiction.
ISRAELI TAX CONSIDERATIONS AND GOVERNMENT PROGRAMS
The following is a brief summary of the material Israeli tax laws applicable to us and certain Israeli Government programs. The following also contains a discussion of material Israeli tax consequences concerning the ownership and disposition of our ordinary shares purchased by investors in this offering. To the extent that the discussion is based on new tax legislation which has not been subject to judicial or administrative interpretation, there can be no assurance that the tax authorities will accept the views expressed in this discussion. This summary is based on laws and regulations in effect as of the date hereof, and is not intended, and should not be taken, as legal or professional tax advice and is not exhaustive of all possible tax considerations.
General Corporate Tax Structure in Israel
Israeli resident companies are generally subject to corporate tax. The current corporate tax rate, as from 2018 is 23% However, the effective tax rate payable by a company that derives income from a Preferred Enterprise or a Preferred Technological Enterprise (as discussed below) may be considerably less.
Capital gains derived by an Israeli resident company are generally subject to tax at the prevailing corporate tax rate. Under Israeli tax legislation, a corporation will be considered as an “Israeli resident company” if it meets one of the following: (i) it was incorporated in Israel; or (ii) the control and management of its business are exercised in Israel.
Law for the Encouragement of Industry (Taxes) - 1969
The Law for the Encouragement of Industry (Taxes) - 1969, generally referred to as the Industry Encouragement Law, provides several tax benefits for “Industrial Companies.”
The Industry Encouragement Law defines an “Industrial Company” as a company incorporated in, and resident of Israel, at least 90% of the income of which, in a given tax year, exclusive of income from specified government loans, capital gains, interest and dividends which are not classified for such company as business income, is derived from an industrial enterprise owned by it. In certain cases, the relevant industrial enterprise must be located in Israel or in the “Area” in accordance with the definition under section 3A of the Ordinance. In general, an “Industrial enterprise” is defined as an enterprise whose major activity in a given tax year is industrial production.
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The following corporate tax benefits, among others, are available to Industrial Companies:
| ● | Amortization of the cost of purchased a patent, rights to use a patent, and know-how, which are used for the development or promotion of the Industrial Enterprise, over an eight-year period and certain other intangible property rights (other than goodwill), commencing on the year in which such rights were first exercised; | |
| ● | Under limited conditions, an election to file consolidated tax returns with related Israeli Industrial Companies; and | |
| ● | A straight-line deduction of expenses related to a public offering over a three-year period commencing in the year of offering. |
Eligibility for benefits under the Industry Encouragement Law is not contingent upon approval of any governmental authority. There is no assurance that we qualify as an Industrial Company or that the benefits described above will be available in the future.
From time to time, we may apply to the IIA for approval to allow a tax deduction for all or most of research and development expenses during the year incurred. There can be no assurance that such application will be accepted. If we will not be able to deduct research and development expenses during the year they were incurred, we will be able to deduct research and development expenses during a period of three years commencing in the year of the payment of such expenses.
The Encouragement of Research, Development and Technological Innovation in the Industry Law-1984
Under the Encouragement of Research, Development and Technological Innovation in the Industry Law-1984, or the Innovation Law, and its related regulations, research and development programs which meet specified criteria and are approved by the Israeli Innovation Authority, or the IIA, are eligible for grants at varying rates, which may reach up to of up to 50% of the project’s expenditure, as determined by the research committee, in exchange for the payment of royalties from the revenues generated from the sale of products and related services developed, in whole or in part, pursuant to, or as a result of, a research and development program funded by the IIA. The royalties are generally at a range of 3.0% to 5.0% of revenues until the entire grant is repaid, together with an annual interest (as determined in the Innovation Law). Following the full payment of such royalties and interest, there is generally no further liability for royalty payments. Nonetheless, the restrictions under the Innovation Law (as generally specified below) will continue to apply even after our company has repaid the grants, including accrued interest, in full.
The main obligations under the Innovation Law which are applicable to us as a grant recipient are:
Local manufacturing obligation: The terms of the Innovation Law require that the manufacture of products developed with IIA grants be performed in Israel. Manufacturing activity may not be transferred outside of Israel, unless the prior approval of the IIA is received. However, this does not restrict the export of products that incorporate the funded technology. Ordinarily, as a condition to obtaining approval to manufacture outside Israel, we would be required to pay royalties at an increased rate (usually 1% in addition to the standard rate) and increased royalties cap between 120% and 300% of the grants, depending on the manufacturing volume that is performed outside Israel as follows:
| Manufacturing Volume Outside of Israel | Royalties to the IIA as a Percentage of Grant | |||
| Up to 50% | 120 | % | ||
| Between 50% and 90% | 150 | % | ||
| 90% and more | 300 | % | ||
The transfer of no more than 10% of the manufacturing capacity in the aggregate outside of Israel is exempt under the Innovation Law from obtaining the prior approval of the IIA. A company requesting funds from the IIA also has the option of declaring in its IIA grant application its intention to perform part of its manufacturing outside Israel, thus avoiding the need to obtain additional approval.
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Transfer of know-how outside of Israel: The know-how developed within the framework of the IIA plan may not be transferred to third parties outside Israel without the prior approval of the IIA. The approval, however, is not required for the export of any products developed using grants received from the IIA. The IIA approval to transfer know-how created, in whole or in part, in connection with an IIA-funded project, to a third party outside Israel is subject to payment of a redemption fee to the IIA calculated according to a formula provided under the Innovation Law that is based, in general, on the ratio between the aggregate IIA grants to the company’s aggregate investments in the project that was funded by these IIA grants, multiplied by the transaction consideration. The regulations promulgated under the Innovation Law establish a cap of the redemption fee payable to the IIA under the above mentioned formulas and differentiate between two situations: (i) in the event that the funded company sells its IIA funded know-how, in whole or in part, or is sold as part of an merger and acquisition, or M&A, transaction, and subsequently ceases to conduct business in Israel, the maximum redemption fee under the above mentioned formulas will be no more than six times the total grants received from the IIA, including accrued interest; (ii) in the event that following the transactions described above the company undertakes to continue its research and development activity in Israel for at least three years following such transfer and maintain at least 75% of its research and development staff employees it had for the six months before the know-how was transferred, while keeping the same scope of employment for such research and development staff, then the company is eligible for a reduced cap of the redemption fee of no more than three times the amounts received (plus accrued interest) for the applicable know-how being transferred, or the entire amount received from the National Authority for Technological Innovation, or NATI, as applicable.
Upon payment of such redemption fee, the know-how and the production rights for the products supported by such funding cease to be subject to specific restrictions in the Innovation Law. Transfer of such funded know-how to an Israeli entity is subject to the IIA approval and to an undertaking of the recipient Israeli entity to comply with the provisions of the Innovation Law and related regulations, including the restrictions on the transfer of know-how and the obligation to pay royalties, as further described in the Innovation Law and related regulations.
Licensing rules: In May 2017, the IIA issued new rules for licensing know-how developed with the IIA’s funding outside of Israel, or the Licensing Rules, which allow a company to enter into licensing arrangements or grant other rights in know-how developed under the IIA’s programs outside of Israel, subject to the prior consent of the IIA and payment of license fees, calculated in accordance with the Licensing Rules. The payment of the license fees will not discharge a company from the obligations to pay royalties or other payments to the IIA.
Certain reporting obligations: A recipient of grants under the Innovation Law is required to notify the IIA of certain events enumerated in the Innovation Law. In addition, the IIA may from time to time audit sales of products by companies which received funding from the IIA and this may lead to additional royalties being payable on additional product candidates.
We have not received any grants from the IIA. In the future, we may apply for such grants. In the event that a company has received IIA grants, the abovementioned restrictions and requirements for payment may impair the ability of such a company to sell its technology outside of Israel, or to outsource manufacturing or otherwise transfer know-how outside Israel and may require it to obtain the approval or the IIA for certain actions and transactions and pay additional royalties or other payments to the IIA. If such a company fails to comply with the Innovation Law, it may be subject to mandatory repayment of grants, together with interest and penalties, as well as be exposed to criminal charges.
Tax Benefits for Research and Development under the Encouragement of Industrial Research and Development Law-1984
Israeli tax law allows, under certain conditions, a tax deduction for expenditures, including capital expenditures, related to scientific research and development, for the year in which they are incurred. Expenditures are deemed related to scientific research and development projects, if:
| ● | The expenditures are approved by the relevant Israeli government ministry, determined by the field of research; | |
| ● | The research and development must be for the promotion of the company; and | |
| ● | The research and development is carried out by or on behalf of the company seeking such tax deduction. |
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The amount of such deductible expenses is reduced by the sum of any funds received through government grants for the finance of such scientific research and development projects. No deduction under these research and development deduction rules is allowed if such deduction is related to an expense invested in an asset depreciable under the general depreciation rules of the Israeli Income Tax Ordinance. Expenditures related to scientific research and development that were not approved are deductible in equal amounts over three years.
From time to time we may apply the IIA for approval to allow a tax deduction for all research and development expenses during the year incurred. There can be no assurance that such application will be accepted.
Law for the Encouragement of Capital Investments-1959
The Law for the Encouragement of Capital Investments-1959, generally referred to as the Investment Law, provides certain incentives for capital investments in production facilities (or other eligible assets).
The Investment Law was significantly amended effective as of April 1, 2005, as of January 1, 2011, and as of January 1, 2017 (the “2017 Amendment”).
The 2011 Amendment canceled the availability of the benefits granted to Industrial Companies under the Investment Law prior to 2011 and, instead, introduced new benefits for income generated by a “Preferred Company” through its “Preferred Enterprise” (as such terms are defined in the Investment Law) as of January 1, 2011. The definition of a Preferred Company includes a company incorporated in Israel that is not fully owned by a governmental entity, and that has, among other things, Preferred Enterprise status and is controlled and managed from Israel. Pursuant to the 2011 Amendment, a Preferred Company is entitled to a reduced corporate tax rate of 15% with respect to its income derived by its Preferred Enterprise, unless the Preferred Enterprise is located in development zone “A”, in which case the rate will be 10%. Under the 2011 Amendment, such corporate tax rate was reduced from 15% and 10%, respectively, to 12.5% and 7%, respectively, in 2013, 16% and 9% respectively, in 2014, 2015 and 2016, and 16% and 7.5%, respectively, in 2017 and thereafter. Income derived by a Preferred Company from a “Special Preferred Enterprise” (as such term is defined in the Investment Law) would be entitled, during a benefits period of 10 years, to further reduced tax rates of 8%, or 5% if the Special Preferred Enterprise is located in development zone “A”.
Dividends distributed from income which is attributed to a “Preferred Enterprise” will be subject to withholding tax at source at the following rates: (i) Israeli resident corporations–0%, (although, if such dividends are subsequently distributed to individuals or a non-Israeli company the below rates detailed in sub sections (ii) and (iii) shall apply) (ii) Israeli resident individuals–20% (iii) non-Israeli residents (individuals and corporations)–20%, or a reduced tax rate under the provisions of any applicable double tax treaty (subject to the receipt in advance of a valid certificate from the ITA allowing for a reduced tax rate).
The 2011 Amendment also provided transitional provisions to address companies already enjoying existing tax benefits under the Investment Law. These transitional provisions provide, among other things, that unless an irrevocable request is made to apply the provisions of the Investment Law as amended in 2011 with respect to income to be derived as of January 1, 2011, a Beneficiary Enterprise can elect to continue to benefit from the benefits provided to it before the 2011 Amendment came into effect, provided that certain conditions are met.
Tax Benefits Under the 2017 Amendment
The 2017 Amendment was enacted as part of the Economic Efficiency Law that was published on December 29, 2016, and is effective as of January 1, 2017. The 2017 Amendment provides new tax benefits for two types of “Technological Enterprises,” as described below, and is in addition to the other existing tax benefits programs under the Investment Law.
In general, the benefits under the 2017 Amendment are available only to a “Preferred Company” that meets the “Preferred Enterprise” conditions under the Investment Law and additional eligibility requirements. Such additional eligibility requirements generally include, among others: (i) meeting minimum R&D intensity thresholds (based on the company’s average R&D expenditures over a specified preceding period, calculated as a percentage of revenues, or alternatively meeting a minimum annual R&D expenditure amount); and (ii) satisfying one of several further conditions relating to, among other things, the proportion (or number) of employees whose compensation is recorded as R&D expenses, qualifying venture capital investment, or specified growth metrics in sales and/or workforce over a specified preceding period (in each case, subject to additional conditions and minimum thresholds).
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The 2017 Amendment provides that a technology company satisfying certain conditions will qualify as a “Preferred Technological Enterprise” and will thereby enjoy a reduced corporate tax rate of 12% on income that qualifies as “Preferred Technological Income,” as defined in the Investment Law. The tax rate is further reduced to 7.5% for a Preferred Technological Enterprise located in development zone “A.” In addition, a Preferred Technological Company will enjoy a reduced corporate tax rate of 12% on capital gain derived from the sale of certain “Benefitted Intangible Assets” (as defined in the Investment Law) to a related foreign company if the Benefitted Intangible Assets were acquired from a foreign company on or after January 1, 2017, for at least NIS 200 million, and the sale receives prior approval from the IIA.
The 2017 Amendment further provides that a technological company satisfying certain conditions (including a group turnover of at least NIS 10 billion) will qualify as a “Special Preferred Technological Enterprise” and will thereby enjoy a reduced corporate tax rate of 6% on “Preferred Technological Income” regardless of the company’s geographic location within Israel. In addition, a Special Preferred Technological Enterprise will enjoy a reduced corporate tax rate of 6% on capital gain derived from the sale of certain “Benefitted Intangible Assets” to a related foreign company if the Benefitted Intangible Assets were either developed by the Special Preferred Technological Enterprise or acquired from a foreign company on or after January 1, 2017, and the sale received prior approval from IIA. A Special Preferred Technological Enterprise that acquires Benefitted Intangible Assets from a foreign company for more than NIS 500 million will be eligible for these benefits for at least ten years, subject to certain approvals as specified in the Investment Law.
Dividends distributed by a Preferred Technological Enterprise or a Special Preferred Technological Enterprise, paid out of Preferred Technological Income, are generally subject to withholding tax at source at the rate of 20% or such lower rate as may be provided in an applicable tax treaty. Application of a reduced withholding tax rate under an applicable tax treaty may be subject to compliance with certain administrative procedures (including the receipt, where applicable, of a valid certificate from the Israel Tax Authority). In addition, under certain circumstances and subject to additional conditions, dividends distributed to certain foreign corporate shareholders may be subject to a reduced withholding tax rate of 4%. However, if such dividends are paid to an Israeli company, no tax is required to be withheld. If such dividends are distributed to a foreign company and other conditions are met, the withholding tax rate will be 4%.
If in the future we generate taxable income, to the extent that we qualify as a “Preferred Company,” the benefits provided under the Investment Law could potentially reduce our corporate tax liabilities.
Taxation of our Shareholders
Capital Gains
Israeli capital gain tax is imposed on the disposal of capital assets by an Israeli resident, and on the disposal of such assets by a non-Israeli resident if those assets are either (i) located in Israel; (ii) are shares or a right to a share in an Israeli resident corporation, or (iii) represent, directly or indirectly, rights to assets located in Israel. The Israeli Income Tax Ordinance distinguishes between “Real Gain” and the “Inflationary Surplus.” The Inflationary Surplus is a portion of the total capital gain which is equivalent to the increase of the relevant asset’s purchase price which is attributable to the increase in the Israeli consumer price index or the foreign exchange rate differences in certain cases, between the date of purchase and the date of sale. The Real Gain is the excess of the total capital gain over Inflationary Surplus. Inflationary Surplus generated from December 31, 1993, is not subject to tax in Israel.
Real Gain accrued by individuals on the sale of our ordinary shares will be taxed at the rate of 25%. However, if the individual shareholder is a “Substantial Shareholder” (i.e., a person who holds, directly or indirectly, alone or together with such person’s relative or another person who collaborates with such person on a permanent basis, 10% or more of one of the Israeli resident company’s “means of control.” “Means of control” generally includes the right to vote, receive profits, nominate a director or an officer, receive assets upon liquidation, or order someone who holds any of the aforesaid rights how to act, and all regardless of the source of such right) at the time of sale or at any time during the preceding 12 months period, such gain will be taxed at the rate of 30%.
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Real Capital Gain derived by corporations will be generally subject to a corporate tax rate of 23% (in 2025).
Israeli resident individuals who deal in securities and for whom the income from the sale of securities is classified as “business income” under Section 2(1) of the Ordinance may be subject to tax at the marginal tax rates applicable to business income (up to 47%,in 2025).
Certain Israeli institutions who are exempt from tax under section 9(2) or section 129C(a)(1) of the Ordinance (such as exempt trust fund, pension fund) may be exempt from capital gains tax from the sale of the shares. With respect to corporate investors, capital gain tax equal to the corporate tax rate (23% in 2025) will be imposed on the sale of our traded shares, unless contrary provisions in a relevant tax treaty applies.
The tax treatment described above may be subject to different rules under an applicable tax treaty.
Capital Gains Taxes is Applicable also to Non-Israeli Resident Shareholders.
A non-Israeli resident who derives capital gains from the sale, exchange or disposition of shares in an Israeli resident company listed on a non-Israeli stock exchange may be exempt from Israeli tax so long as the following cumulative conditions are met: (i) the shares were purchased upon or after the registration of the securities on the stock exchange, (ii) the seller does not have a permanent establishment in Israel to which the derived capital gain is attributed, and (iii) the capital gains are neither subject to section 101 of the Ordinance, nor to the Israeli Income Tax Law (Inflationary Adjustments)-1985. However, non-Israeli corporations will not be entitled to the foregoing exemption if Israeli residents (i) have a controlling interest of more than 25% in such non-Israeli corporation, or (ii) are the beneficiaries of or are entitled to 25% or more of the revenues or profits of such non-Israeli corporation, whether directly or indirectly. Furthermore, such exemption is not applicable to a person whose gains from selling or otherwise disposing of the securities are deemed to be business income.
Additionally, a sale of shares by a non-Israeli resident may be exempt from Israeli capital gains tax under the provisions of an applicable tax treaty (subject to the receipt in advance of a valid certificate from the Israel Tax Authority, or the ITA). For example, under Convention Between the Government of the United States of America and the Government of the State of Israel with respect to Taxes on Income, as amended, or the U.S.-Israel Tax Treaty, the sale, exchange or other disposition of shares by a shareholder who is a United States resident (for purposes of the treaty) holding the shares as a capital asset and is entitled to claim the benefits afforded to such a resident by the U.S.-Israel Tax Treaty, or a Treaty U.S. Resident, is generally exempt from Israeli capital gains tax unless either: (i) the capital gain arising from such sale, exchange or disposition is attributed to real estate located in Israel; (ii) the capital gain arising from such sale, exchange or disposition is attributed to royalties; (iii) the capital gain arising from the such sale, exchange or disposition is attributed to a permanent establishment of the Treaty U.S. Resident maintained in Israel, under certain terms; (iv) such Treaty U.S. Resident holds, directly or indirectly, shares representing 10% or more of the voting capital during any part of the 12-month period preceding the sale, exchange or disposition, subject to certain conditions; or (v) such Treaty U.S. Resident is an individual and was present in Israel for 183 days or more during the relevant taxable year. In any of these cases, the sale, exchange or disposition of our ordinary shares would be subject to Israeli tax, to the extent applicable. However, under the U.S.-Israel Tax Treaty, such Treaty U.S. Resident would be permitted to claim a credit for the tax against the U.S. federal income tax imposed with respect to the sale, exchange or disposition, subject to the limitations in U.S. laws applicable to foreign tax credits. The U.S.-Israel Tax Treaty does not provide such credit against any U.S. state or local taxes.
In some instances where our shareholders may be liable for Israeli tax on the sale of their ordinary shares, the payment of the consideration may be subject to the withholding of Israeli tax at source. Shareholders may be required to demonstrate that they are exempt from tax on their capital gains in order to avoid withholding at source at the time of sale. Specifically, in transactions involving a sale of all of the shares of an Israeli resident company, in the form of a merger or otherwise, the Israeli Tax Authority may require from shareholders who are not liable for Israeli tax to sign declarations in forms specified by this authority or obtain a specific exemption from the Israeli Tax Authority to confirm their status as non-Israeli residents, and, in the absence of such declarations or exemptions, may require the purchaser of the shares to withhold taxes at source.
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Dividends
Taxation of non-Israeli shareholders on receipt of dividends
Non-Israeli residents (whether individuals or corporations) are generally subject to Israeli income tax on the receipt of dividends paid on our ordinary shares at the rate of 25% (or 30% in the case such shareholder is considered a “substantial shareholder” at any point in the preceding 12 month period), which tax will be withheld at source, unless relief is provided in an applicable tax treaty between Israel and the shareholder’s country of residence. However, a distribution of dividends to non-Israeli residents is subject to withholding tax at source at a rate of 20% if the dividend is distributed from income attributed to a Preferred (including Preferred Technological) Enterprise. If the dividend is attributable in part to income derived from a Preferred Enterprise or a Preferred Technological Enterprise, the withholding rate will be a blended rate reflecting the relative portions of the types of income. We cannot assure you that we will designate the profits that we may distribute in a way that will reduce shareholders’ tax liability. Such dividends are generally subject to Israeli withholding tax at a rate of 25% so long as the shares are registered with a nominee company (whether the recipient is a substantial shareholder or not) and 20% if the dividend is distributed from income attributed to a Preferred Enterprise or a Preferred Technological Enterprise. In addition, under certain circumstances and subject to additional conditions, dividends distributed from Preferred Technological Income to certain foreign corporate shareholders that hold (solely or together with other foreign companies) 90% or more of the Israeli company may be subject to a reduced withholding tax rate of 4%. Please note that any such reduced withholding tax rate may apply only with respect to profits generated after the Preferred Technological Enterprise was acquired by a foreign company.
However, a reduced tax rate may be provided under an applicable tax treaty. For example, under the U.S.-Israel Tax Treaty, the maximum rate of tax withheld at source in Israel on dividends paid to a holder of our ordinary shares who is a Treaty U.S. Resident is 25%. However, generally, the maximum rate of withholding tax on dividends not generated by a Preferred Enterprise, that are paid to a United States corporation holding 10% or more of the outstanding voting capital throughout the tax year in which the dividend is distributed as well as during the previous tax year is 12.5%, provided that not more than 25% of the gross income for such preceding year consists of certain types of dividends and interest. Notwithstanding the foregoing, dividends are distributed from income attributed to a Preferred Enterprise, or a Preferred Technological Enterprise are not entitled to such reduced rate under the tax treaty but are subject to a withholding tax rate of 15% for a shareholder that is a U.S. corporation, provided that the conditions related to the outstanding voting rights and the gross income for the previous year (as set forth in the previous sentence) are met. If the dividend is attributable partly to income derived from a Preferred Enterprise or a Preferred Technological Enterprise, and partly to other sources of income, the withholding rate will be a blended rate reflecting the relative portions of the two types of income. We cannot assure you that we will designate the profits that we may distribute in a way that will reduce shareholders’ tax liability. Application for the reduced tax rate requires compliance with certain administrative procedures, including (where applicable) the receipt in advance of a valid certificate from the Israel Tax Authority allowing for a reduced tax rate, and to the extent tax is withheld at source at the maximum rates (see above), a qualified tax treaty recipient will be required to comply with certain administrative procedures with the Israeli Tax Authorities in order to receive a refund of the excess tax withheld.
A foreign resident receiving dividend income from an Israeli company, from which the full tax was deducted, will generally be exempt from filing a tax return in Israel with respect to such income, provided that (i) such income was not generated from business conducted in Israel by the taxpayer, (ii) the taxpayer has no other taxable sources of income in Israel with respect to which a tax return is required to be filed, and (iii) the taxpayer is not obligated to pay Surtax (see below) in accordance with section 121B of the Ordinance.
Taxation of Israeli shareholders on receipt of dividends
An Israeli resident individual is generally subject to Israeli income tax on the receipt of dividends at the rate of 25%. With respect to a person who is a “substantial shareholder” at the time of receiving the dividend or on any time during the preceding twelve months, the applicable tax rate is 30%. Such dividends are generally subject to Israeli withholding tax at a rate of 25% if the shares are registered with a “nominee company”, as such term is used in the Securities Law, whether the recipient is a substantial shareholder or not, 15% if the dividend is distributed from income attributed to an Approved Enterprise or a Beneficiary Enterprise (if the first year the company requested to have the tax benefits apply was 2013 or before) and 20% if the dividend is distributed from income attributed to a Preferred Enterprise or a Preferred Technological Enterprise. If the recipient of the dividend is an Israeli resident corporation such dividend income will be exempt from tax provided the income from which such dividend is distributed was derived or accrued within Israel and was received directly or indirectly from another corporation that is liable to Israeli corporate tax. An exempt trust fund, pension fund or other entity that is exempt from tax under section 9(2) or section 129C(a)(1) of the Ordinance is exempt from tax on dividend.
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Israeli Tax Withholding
In addition to all of the above, any payment made by an Israeli resident company may be subject to Israeli withholding tax, regardless of whether the recipient should be subject to Israeli tax with respect to the receipt of such payment, unless the recipient provides the company with a valid certificate issued by the ITA to exempt the recipient from such withholding tax liability.
Excess Tax (Surtax)
Subject to the provisions of an applicable tax treaty, individuals who are subject to income tax in Israel (whether any such individual is an Israeli resident or non-Israeli resident) are also subject to an additional tax at a rate of 3% on annual income (including, but not limited to, income derived from dividends, interest and capital gains) exceeding NIS 721,560 in 2025, which amount is linked to the annual change in the Israeli consumer price index (according to the latest legislative acts, such linkage will be freeze for the years 2025-2027).
In addition to the above, as of January 1, 2025, individuals whose taxable income from capital sources (income from capital gains, dividends and interests) in the tax year exceeds the amount specified above (NIS 721,560 also in 2025), will be subject to an additional tax at a rate of 2% (5% in total), on the portion of their taxable income from capital sources that exceeds the amount above.
Foreign Exchange Regulations
Non-residents of Israel who hold our ordinary shares are able to receive any dividends, and any amounts payable upon the dissolution, liquidation and winding up of our affairs, repayable in non-Israeli currency at the rate of exchange prevailing at the time of conversion. However, Israeli income tax is generally required to have been paid or withheld on these amounts. In addition, the statutory framework for the potential imposition of currency exchange control has not been eliminated, and may be restored at any time by administrative action.
Estate and Gift Tax
Israeli law presently does not impose estate or gift taxes.
Israeli Transfer Pricing Regulations
On November 29, 2006, Income Tax Regulations (Determination of Market Terms) promulgated under Section 85A of the Ordinance, came into effect (“TP Regulations”). Section 85A of the Ordinance and the TP Regulations generally require that all cross-border transactions carried out between related parties be conducted on an arm’s length principal basis and will be taxed accordingly.
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
THE FOLLOWING SUMMARY IS INCLUDED HEREIN FOR GENERAL INFORMATION AND IS NOT INTENDED TO BE, AND SHOULD NOT BE CONSIDERED TO BE, LEGAL OR TAX ADVICE. EACH U.S. HOLDER SHOULD CONSULT WITH HIS OR HER OWN TAX ADVISOR AS TO THE PARTICULAR U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND SALE OF ORDINARY SHARES, INCLUDING THE EFFECTS OF APPLICABLE STATE, LOCAL, FOREIGN OR OTHER TAX LAWS AND POSSIBLE CHANGES IN THE TAX LAWS.
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Subject to the limitations described in the next two paragraphs, the following discussion summarizes certain material U.S. federal income tax consequences to a “U.S. Holder” arising from the purchase, ownership and sale of the ordinary shares. For this purpose, a “U.S. Holder” is a holder of ordinary shares that is: (1) an individual citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United States or meets the substantial presence residency test under U.S. federal income tax laws; (2) a corporation (or entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States or the District of Columbia or any political subdivision thereof; (3) an estate, the income of which is includable in gross income for U.S. federal income tax purposes regardless of its source; (4) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have authority to control all substantial decisions of the trust; or (5) a trust that has a valid election in effect to be treated as a U.S. person to the extent provided in U.S. Treasury regulations.
This summary is for general information purposes only and does not purport to be a comprehensive description of all of the U.S. federal income tax considerations that may be relevant to a decision to purchase our ordinary shares. This summary generally considers only U.S. Holders that will own our ordinary shares as capital assets. This summary does not consider the U.S. federal tax consequences to a person that is not a U.S. Holder. This summary is based on the provisions of the Code and final, temporary and proposed U.S. Treasury regulations promulgated thereunder, administrative and judicial interpretations thereof, and the U.S.-Israel Income Tax Treaty, all as in effect as of the date hereof and all of which are subject to change, possibly on a retroactive basis, and all of which are open to differing interpretations. We will not seek a ruling from the Internal Revenue Service, or the IRS, with regard to the U.S. federal income tax treatment of an investment in our ordinary shares by U.S. Holders and, therefore, can provide no assurances that the IRS will agree with the conclusions set forth below.
This discussion does not address all of the aspects of U.S. federal income taxation that may be relevant to a particular U.S. Holder based on such U.S. Holder’s particular circumstances and in particular does not discuss any estate, gift, generation-skipping transfer, state, local, excise or non-U.S. tax considerations. In addition, this discussion does not address the U.S. federal income tax treatment of a U.S. Holder who is: (1) a bank, life insurance company, regulated investment company, or other financial institution or “financial services entity;” (2) a broker or dealer in securities or foreign currency; (3) a person who acquired our ordinary shares in connection with employment or other performance of services; (4) a U.S. Holder that is subject to the U.S. alternative minimum tax; (5) a U.S. Holder that holds our ordinary shares as a hedge or as part of a hedging, straddle, conversion or constructive sale transaction or other risk-reduction transaction for U.S. federal income tax purposes; (6) a tax-exempt entity; (7) real estate investment trusts or grantor trusts; (8) a U.S. Holder that expatriates out of the United States or a former long-term resident of the United States; or (9) a person having a functional currency other than the U.S. dollar. This discussion does not address the U.S. federal income tax treatment of a U.S. Holder that owns, directly or constructively, at any time, ordinary shares representing 10% or more of the shares of our company. Additionally, the U.S. federal income tax treatment of partnerships (or other pass-through entities) or persons who hold ordinary shares through a partnership or other pass-through entity are not addressed.
Each prospective investor is advised to consult his or her own tax adviser for the specific tax consequences to that investor of purchasing, holding or disposing of our ordinary shares, including the effects of applicable state, local, non-U.S. or other tax laws and possible changes in the tax laws.
Taxation of Dividends Paid on Ordinary Shares
We do not intend to pay dividends in the foreseeable future. In the event that we do pay dividends, and subject to the discussion under the heading “Passive Foreign Investment Companies” below and the discussion of “qualified dividend income” below, a U.S. Holder will be required to include in gross income the amount of any distribution paid on the ordinary shares (including the amount of any Israeli tax withheld on the date of the distribution), to the extent that such distribution does not exceed our current and accumulated earnings and profits, as determined for U.S. federal income tax purposes. The amount of a distribution that exceeds our earnings and profits will be treated first as a non-taxable return of capital, reducing the U.S. Holder’s tax basis for the ordinary shares to the extent thereof, and then capital gain. We do not expect to maintain calculations of our earnings and profits under U.S. federal income tax principles and, therefore, U.S. Holders should expect that the entire amount of any distribution generally will be reported as dividend income.
In general, preferential tax rates for “qualified dividend income” and long-term capital gains are applicable for U.S. Holders that are individuals, estates or trusts. For this purpose, “qualified dividend income” means, inter alia, dividends received from a “qualified foreign corporation.” A “qualified foreign corporation” is a corporation that is entitled to the benefits of a comprehensive tax treaty with the United States that includes an exchange of information program. The IRS has stated that the U.S.-Israel Income Tax Treaty satisfies this requirement and we believe we are eligible for the benefits of that treaty.
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In addition, our dividends will be qualified dividend income if our ordinary shares are readily tradable on the Nasdaq Capital Market or another established securities market in the United States. Dividends will not qualify for the preferential rate if we are treated, in the year the dividend is paid or in the prior year, as a passive foreign investment company, or PFIC, as described below under “Passive Foreign Investment Companies.” A U.S. Holder will not be entitled to the preferential rate: (1) if the U.S. Holder has not held our ordinary shares for at least 61 days of the 121 day period beginning on the date which is 60 days before the ex-dividend date, or (2) to the extent the U.S. Holder is under an obligation to make related payments with respect to positions in substantially similar or related property. Any days during which the U.S. Holder has diminished its risk of loss on our ordinary shares are not counted towards meeting the 61-day holding period. Finally, U.S. Holders who elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the Code will not be eligible for the preferential rate of taxation. U.S. Holders should consult their own tax advisors regarding the availability of the lower rate for dividends paid with respect to our ordinary shares.
The amount of a distribution with respect to our ordinary shares will be measured by the amount of the fair market value of any property distributed, and for U.S. federal income tax purposes, the amount of any Israeli taxes withheld therefrom. Cash distributions paid by us in NIS will be included in the income of U.S. Holders at a U.S. dollar amount based upon the spot rate of exchange in effect on the date the dividend is includible in the income of the U.S. Holder, and U.S. Holders will have a tax basis in such NIS for U.S. federal income tax purposes equal to such U.S. dollar value. If the U.S. Holder subsequently converts the NIS into U.S. dollars or otherwise disposes of them, any subsequent gain or loss in respect of such NIS arising from exchange rate fluctuations will be U.S. source ordinary exchange gain or loss.
Subject to certain significant conditions and limitations, any Israeli taxes paid on or withheld from distributions from us and not refundable to a U.S. Holder may be credited against the U.S. Holder’s U.S. federal income tax liability or, alternatively, may be deducted from the U.S. Holder’s taxable income. However, as a result of recent changes to the U.S. foreign tax credit rules, a withholding tax generally may need to satisfy certain additional requirements in order to be considered a creditable tax for a U.S. Holder. We have not determined whether these requirements have been met and, accordingly, no assurance can be given that any withholding tax on dividends paid by us will be creditable. The election to deduct, rather than credit, foreign taxes, is made on a year-by-year basis and applies to all foreign taxes paid by a U.S. Holder or withheld from a U.S. Holder that year. Dividends paid with respect to our ordinary shares will be treated as foreign source income, which may be relevant in calculating the U.S. Holder’s foreign tax credit limitation. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends that we distribute generally should constitute “passive category income,” or, in the case of certain U.S. Holders, “general category income.” The rules relating to the determination of the foreign tax credit are complex, and U.S. Holders should consult their tax advisor to determine whether and to what extent such holder will be entitled to this credit.
Dividends paid with respect to our ordinary shares will not be eligible for the “dividends-received” deduction generally allowed to corporate U.S. Holders with respect to dividends received from U.S. corporations.
Taxation of the Sale, Exchange or other Disposition of Ordinary Shares
Except as provided under the PFIC rules described below under “Passive Foreign Investment Companies,” upon the sale, exchange or other disposition of our ordinary shares, a U.S. Holder will recognize capital gain or loss in an amount equal to the difference between such U.S. Holder’s tax basis for the ordinary shares, determined in U.S. dollars, and the U.S. dollar value of the amount realized on the disposition (or its U.S. dollar equivalent determined by reference to the spot rate of exchange on the date of disposition, if the amount realized is denominated in a foreign currency). The gain or loss realized on the sale, exchange or other disposition of ordinary shares will be long-term capital gain or loss if the U.S. Holder has a holding period of more than one year at the time of the disposition. Individuals who recognize long-term capital gains may be taxed on such gains at reduced rates of tax. The deduction of capital losses is subject to various limitations. The gain or loss generally will be income or loss from sources within the United States for U.S. foreign tax credit purposes, subject to certain possible exceptions under the United States-Israel Income Tax Treaty. The rules governing foreign tax credits are complex and, therefore, U.S. Holders are urged to consult their own tax advisors to determine whether they are subject to any special rules that limit their ability to make effective use of foreign tax credits. U.S. Holders should consult their own tax advisors regarding the U.S. federal income tax consequences of receiving currency other than U.S. dollars upon the disposition of their ordinary shares.
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Passive Foreign Investment Companies
Special U.S. federal income tax laws apply to U.S. taxpayers who own shares of a corporation that is a PFIC. We will be treated as a PFIC for U.S. federal income tax purposes for any taxable year that either:
| ● | 75% or more of our gross income (including our pro rata share of gross income for any company, in which we are considered to own 25% or more of the shares by value), in a taxable year is passive; or | |
| ● | At least 50% of our assets generally determined on the basis of a quarterly average and based upon fair market value (including our pro rata share of the assets of any company in which we are considered to own 25% or more of the shares by value) are held for the production of, or produce, passive income. |
For this purpose, passive income generally consists of rents, dividends, interest, royalties, gains from the disposition of passive assets and gains from commodities and securities transactions. Generally, cash is treated as generating passive income and is therefore treated as a passive asset for purposes of the PFIC rules.
Based on our market capitalization and the composition of our income, assets and operations, there can be no assurance that we were not a PFIC for the year ended December 31, 2025, and although we have not determined whether we will be a PFIC for United States federal income tax purposes for the year ending December 31, 2026, or in any subsequent year, there can be no assurance that our market capitalization and the composition of our income, assets and operations for any such years will not cause us to be a PFIC. The tests for determining PFIC status are applied annually, and it is difficult to make accurate projections of future income and assets which are relevant to this determination. In addition, our PFIC status may depend in part on the market value of our ordinary shares. Accordingly, there can be no assurance that we currently are not or will not become a PFIC.
If we currently are or become a PFIC, each U.S. Holder who has not made a mark-to-market election (as discussed below), would, upon receipt of certain “excess distributions” by us and upon disposition of our ordinary shares at a gain: (1) have such excess distribution or gain allocated ratably over the U.S. Holder’s holding period for the ordinary shares, as the case may be; (2) the amount allocated to the current taxable year and any period prior to the first day of the first taxable year in which we were a PFIC would be taxed as ordinary income; and (3) the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year. Distributions received by a U.S. Holder in a taxable year that are greater than 125% of the average annual distributions received during the shorter of the three preceding taxable years or the U.S. Holder’s holding period for the ordinary shares will be treated as excess distributions. Additionally, non-corporate U.S. Holders will not be eligible for reduced rates of taxation on any dividends received from us if we are a PFIC in the taxable year in which such dividends are paid or in the preceding taxable year. In addition, when shares of a PFIC are acquired by reason of death from a decedent that was a U.S. Holder, the tax basis of such shares would not receive a step-up to fair market value as of the date of the decedent’s death, but instead would be equal to the decedent’s basis if lower, unless all gain were recognized by the decedent. Indirect investments in a PFIC may also be subject to these special U.S. federal income tax rules. U.S. Holders are urged to consult their tax advisors about the application of the PFIC rules to an investment by us in a lower-tier PFIC.
The PFIC rules described above would not apply to a U.S. Holder who makes a qualified electing fund, or QEF, election for all taxable years that such U.S. Holder has held the ordinary shares while we are a PFIC, provided that we comply with specified reporting requirements. Instead, each U.S. Holder who has made such a QEF election is required for each taxable year that we are a PFIC to include in income such U.S. Holder’s pro rata share of our ordinary earnings as ordinary income and such U.S. Holder’s pro rata share of our net capital gains as long-term capital gain, regardless of whether we make any distributions of such earnings or gain. In general, a QEF election is effective only if we make available certain required information. The QEF election is made on a shareholder-by-shareholder basis and generally may be revoked only with the consent of the IRS. We do not intend to notify U.S. Holders if we believe we will be treated as a PFIC for any tax year. In addition, we do not intend to furnish U.S. Holders annually with information needed in order to complete IRS Form 8621 and to make and maintain a valid QEF election for any year in which we or any of our subsidiaries are a PFIC. Therefore, the QEF election will not be available with respect to our ordinary shares.
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In addition, the PFIC rules described above would not apply if we were a PFIC and a U.S. Holder made a mark-to-market election. A U.S. Holder of “marketable stock” (as defined below) can elect to mark the ordinary shares to market annually, recognizing as ordinary income or loss each year an amount equal to the difference as of the close of the taxable year between the fair market value of the ordinary shares and the U.S. Holder’s adjusted tax basis in the ordinary shares. Losses are allowed only to the extent of net mark-to-market gain previously included income by the U.S. Holder under the election for prior taxable years. The mark-to-market election is available only for “marketable stock,” which is stock that is regularly traded on a qualified exchange or other market, as defined in applicable U.S. Treasury Regulations. Our ordinary shares are listed on the Nasdaq Capital Market. The Nasdaq Capital Market is a qualified exchange, but there can be no assurance that the trading in our ordinary shares will be sufficiently regular to qualify our ordinary shares as marketable stock. Because a mark-to-market election cannot be made for equity interests in any lower-tier PFICs we own, you generally will continue to be subject to the PFIC rules with respect to your indirect interest in any investments held by us that are treated as an equity interest in a PFIC for U.S. federal income tax purposes. You should consult your tax advisor as to the availability and desirability of a mark-to-market election, as well as the impact of such election on interests in any lower-tier PFICs.
A U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the U.S. Holder generally is required to file an IRS Form 8621 with such U.S. Holder’s U.S. federal income tax return and provide such other information as the IRS may require. Failure to file IRS Form 8621 for each applicable taxable year may result in substantial penalties and result in the U.S. Holder’s taxable years being open to audit by the IRS until such forms are properly filed.
U.S. Holders who hold our ordinary shares during a period when we are a PFIC generally will be subject to the foregoing rules, even if we cease to be a PFIC. A U.S. Holder is encouraged to consult its tax advisor with respect to any available elections that may be applicable in such a situation, including a “deemed sale” election. The U.S. federal income tax rules relating to PFICs are complex. U.S. Holders are urged to consult their own tax advisors with respect to the consequences to them of an investment in a PFIC, any elections available with respect to the ordinary shares and the IRS information reporting obligations with respect to the purchase, ownership, and disposition of the ordinary shares in the event we are determined to be a PFIC.
Tax on Net Investment Income
U.S. Holders who are individuals, estates or trusts will generally be required to pay a 3.8% Medicare tax on their net investment income (including dividends on and gains from the sale or other disposition of our ordinary shares), or in the case of estates and trusts on their net investment income that is not distributed to beneficiaries of the estate or trust. In each case, the 3.8% Medicare tax applies only to the extent the U.S. Holder’s total adjusted income exceeds applicable thresholds.
Information Reporting and Backup Withholding
A U.S. Holder may be subject to backup withholding at a rate of 24% with respect to cash dividends and proceeds from a disposition of ordinary shares. In general, backup withholding will apply only if a U.S. Holder fails to comply with specified identification procedures. Backup withholding will not apply with respect to payments made to designated exempt recipients, such as corporations and tax-exempt organizations. Backup withholding is not an additional tax and may be claimed as a credit against the U.S. federal income tax liability of a U.S. Holder, provided that the required information is timely furnished to the IRS.
Certain U.S. Holders with interests in “specified foreign financial assets” (including, among other assets, our ordinary shares, unless such ordinary shares are held on such U.S. Holder’s behalf through a financial institution) may be required to file an information report with the IRS if the aggregate value of all such assets exceeds $50,000 on the last day of the taxable year or $75,000 at any time during the taxable year (or such higher dollar amount as may be prescribed by applicable IRS guidance). You should consult your own tax advisor as to the possible obligation to file such information report.
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Tax Reporting
Certain U.S. Holders will be required to file an IRS Form 926 (Return by a U.S. Transferor of Property to a Foreign Corporation) to report a transfer of cash or other property to us and information relating to the U.S. Holder and us. Substantial penalties may be imposed on a U.S. Holder that fails to comply with these reporting requirements. Each U.S. Holder is urged to consult with its own tax advisor regarding these reporting obligations.
THE DISCUSSION ABOVE IS A GENERAL SUMMARY AND IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSEQUENCES RELATING TO THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR ORDINARY SHARES. IT DOES NOT COVER ALL TAX MATTERS THAT MAY BE OF IMPORTANCE TO A PROSPECTIVE INVESTOR. EACH PROSPECTIVE INVESTOR IS URGED TO CONSULT ITS OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES TO IT RELATING TO THE PURCHASE, OWNERSHIP, AND DISPOSITION OF ORDINARY SHARES IN LIGHT OF THE INVESTOR’S OWN CIRCUMSTANCES.
F. Dividends and Paying Agents
Not applicable.
G. Statement by Experts
Not applicable.
H. Documents on Display
We are subject to certain information reporting requirements of the Exchange Act, applicable to foreign private issuers and under those requirements will file reports with the SEC. The SEC maintains an internet site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. Our filings with the SEC will also be available to the public through the SEC’s website at www.sec.gov.
As a foreign private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements. Section 8103 of the National Defense Authorization Act for Fiscal Year 2026, named the “Holding Foreign Insiders Accountable Act”, which was signed into law on December 18, 2025, requires directors and officers of foreign private issuers to make insider reports under Section 16(a) of the Exchange Act, effective March 18, 2026. Our principal shareholders continue to remain exempt from the reporting under Section 16(a) of the Exchange Act and our directors, officers and principal shareholders continue to remain exempt from the short-swing profit recovery provisions contained in Section 16(b) of the Exchange Act. In addition, we are not required under the Exchange Act to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as U.S. domestic companies whose securities are registered under the Exchange Act. However, we will file with the SEC, within 120 days after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm, and may submit to the SEC, on a Form 6-K, unaudited quarterly financial information.
I. Subsidiary Information.
Not applicable.
J. Annual Report to Security Holders.
Not applicable.
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ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our current investment policy is to invest available cash in bank deposits with banks that have a credit rating of at least A-minus. Accordingly, some of our cash and cash equivalents is held in deposits that bear interest. Given the current low rates of interest we receive, we will not be adversely affected if such rates are reduced. Our market risk exposure is primarily a result of U.S. dollar/NIS exchange rates, which is discussed in detail in the following paragraph.
Foreign Exchange Risk
Our results of operations and cash flow are subject to fluctuations due to changes in U.S. dollar/NIS currency exchange rates. A certain portion of our cash and cash equivalents is held in U.S. dollars, and the vast majority of our expenses is denominated in NIS. We cannot predict any future trends in the rate of appreciation or devaluation (if any) of the shekel against the dollar. For example, the NIS appreciated significantly relative to the dollar, on average, by 12.5% in 2025, after having depreciated by 0.4% in 2024 and by 3.1% in 2023, thereby increasing, in 2025, the U.S. dollar cost of our NIS-denominated expenses. Changes of 5% and 10% in the U.S. dollar/NIS exchange rate would increase/decrease our operating expenses for the year ended December 31, 2025 by approximately 4.76% and 9.09%, respectively. However, these historical figures may not be indicative of future exposure, as we expect that the percentage of our NIS denominated expenses will decrease in the near future as our operations expand globally, therefore reducing our exposure to exchange rate fluctuations. Any significant revaluation of the NIS may materially and adversely affect our cash flows, revenues and financial condition. Fluctuations in the NIS exchange rate, or even the appearance of instability in such exchange rate, could adversely affect our ability to operate our business and may impact our results of operations. Currently, we do not hedge our foreign currency exchange risk. In the future, we may enter into formal currency hedging transactions to decrease the risk of financial exposure from fluctuations in the exchange rates of our principal operating currencies. These measures, however, may not adequately protect us from the material adverse effects of such fluctuations.
Liquidity risk
We monitor forecasts of our liquidity reserve (comprising cash and cash equivalents). We generally carry this out based on our expected cash flows in accordance with practice and limits set by our management. We are in the process of expanding our operations and the expenses associated therewith and we are therefore exposed to liquidity risk. However, we believe that our existing funds will enable us to fund our operating expenses and capital expenditure requirements for more than twelve months following the date of this Annual Report on Form 20-F.
Equity price risk
As we have not invested in securities riskier than short-term bank deposits, we do not believe that changes in equity prices pose a material risk to our holdings. However, decreases in the market price of our ordinary shares could make it more difficult for us to raise additional funds in the future or require us to raise funds at terms unfavorable to us.
In October 2024, we entered into the SEPA with Yorkville, as amended in February 2025, pursuant to which we have the right to sell to Yorkville up to $30.0 million in ordinary shares subject to certain limitations, from time to time during the 36-month period following the date of execution of the SEPA. In April 2025, we entered into the ATM Facility with A.G.P., which we upsized in December 2025, pursuant to which we may offer and sell, from time to time through A.G.P. our ordinary shares, having an aggregate offering price of up to approximately $13.7 million, from time to time through A.G.P (concurrently with the entry into the ATM we reduced the maximum aggregate offering price registered under the SEPA to zero). The purchase price for the ordinary shares that we may sell to Yorkville or in the ATM Facility will fluctuate based on the price of our ordinary shares. Depending on market liquidity at the time, sales of such ordinary shares may cause the trading price of our ordinary shares to fall. The sale of a substantial number of shares of our ordinary shares, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a price that we might otherwise wish to effect sales.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
A. Debt Securities.
Not applicable.
B. Warrants and rights.
Not applicable.
C. Other Securities.
Not applicable.
D. American Depositary Shares
Not applicable.
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PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
There are no material modifications to the rights of security holders.
ITEM 15. CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025, or the Evaluation Date. Based on such evaluation, those officers have concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be included in periodic filings under the Exchange Act and that such information is accumulated and communicated to management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure.
(b) Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based principally on the framework and criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission as of the end of the period covered by this report. Based on that evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, 2025 at providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
(c) Attestation Report of the Registered Public Accounting Firm
This Annual Report on Form 20-F does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting due to an exemption for emerging growth companies provided in the JOBS Act.
(d) Changes in Internal Control over Financial Reporting
During the year ended December 31, 2025, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 16. [RESERVED]
Not applicable.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Our board of directors has determined that Mr. Oz Adler, is an audit committee financial expert as such term is defined by the SEC rules and has the requisite financial experience as defined by the Nasdaq Rules. Each of the members of our audit committee is “independent” as such term is defined in Rule 10A-3(b)(1) under the Exchange Act and satisfies the independent director requirements under the Nasdaq Rules.
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ITEM 16B. CODE OF ETHICS
Our board of directors has adopted a Code of Ethics applicable to all of our directors and employees, including our Chief Executive Officer, Chief Financial Officer, controller or principal accounting officer, or other persons performing similar functions, which is a “code of ethics” as defined in Item 16B of Form 20-F promulgated by the SEC. The full text of the Code of Ethics is posted on our website at www.railvision.io. Information contained on, or that can be accessed through, our website does not constitute a part of this a part of this Annual Report on Form 20-F and is not incorporated by reference herein. If we make any amendment to the Code of Ethics or grant any waivers, including any implicit waiver, from a provision of the Code of Ethics, we will disclose the nature of such amendment or waiver on our website to the extent required by the rules and regulations of the SEC. We have not granted any waivers under our Code of Business Conduct and Ethics.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Brightman Almagor Zohar & Co., a Firm in the Deloitte Global Network, an independent registered public accounting firm, or Deloitte, has served as our principal independent registered public accounting firm for the year ended December 31, 2025, and 2024.
| Year Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| (USD in thousands) | ||||||||
| Audit fees (1) | $ | 158 | $ | 125 | ||||
| Audit-related fees | $ | - | $ | - | ||||
| Tax fees | $ | - | $ | - | ||||
| All other fees | $ | - | $ | - | ||||
| Total | $ | 158 | $ | 125 | ||||
| (1) | Audit fees consist of professional services provided in connection with the audit of our annual financial statements, consents and a comfort letters. |
Pre-Approval of Auditors’ Compensation
Our audit committee has a pre-approval policy for the engagement of our independent registered public accounting firm to perform certain audit and non-audit services. Pursuant to this policy, which is designed to assure that such engagements do not impair the independence of our auditors, the audit committee pre-approves annually a catalog of specific audit and non-audit services in the categories of audit services, audit-related services and tax services that may be performed by our independent registered public accounting firm. If a type of service, that is to be provided by our auditors, has not received such general pre-approval, it will require specific pre-approval by our audit committee. The policy prohibits retention of the independent registered public accounting firm to perform the prohibited non-audit functions defined in applicable SEC rules.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
Not applicable.
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not Applicable.
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ITEM 16G. CORPORATE GOVERNANCE
The Sarbanes-Oxley Act, as well as related rules subsequently implemented by the SEC, require foreign private issuers, such as us, to comply with various corporate governance practices. In addition, following the listing of our ordinary shares and warrants on the Nasdaq Capital Market, we are required to comply with the Nasdaq Listing Rules. Under those rules, we may elect to follow certain corporate governance practices permitted under the Companies Law in lieu of compliance with corresponding corporate governance requirements otherwise imposed by the Nasdaq Listing Rules for U.S. domestic issuers.
In accordance with Israeli law and practice and subject to the exemption set forth in Rule 5615 of the Nasdaq Listing Rules, we have elected to follow the provisions of the Companies Law, rather than the Nasdaq Listing Rules, with respect to the following requirements:
| ● | Distribution of periodic reports to shareholders; proxy solicitation. As opposed to the Nasdaq Listing Rules, which require listed issuers to make such reports available to shareholders in one of a number of specific manners, Israeli law does not require us to distribute periodic reports directly to shareholders, and the generally accepted business practice in Israel is not to distribute such reports to shareholders but to make such reports available through a public website. In addition to making such reports available on a public website, we currently make our audited financial statements available to our shareholders at our offices and will only mail such reports to shareholders upon request. As a foreign private issuer, we are generally exempt from the SEC’s proxy solicitation rules. | |
| ● | Quorum. While the Nasdaq Listing Rules require that the quorum for purposes of any meeting of the holders of a listed company’s common voting stock, as specified in the company’s bylaws, be no less than 33 1/3% of the company’s outstanding issued and outstanding share capital, under Israeli law, a company is entitled to determine in its articles of association the number of shareholders and percentage of holdings required for a quorum at a shareholders meeting. Our amended and restated articles of association provides that a quorum of two or more shareholders holding at least 25% of the voting rights in person or by proxy is required for commencement of business at a general meeting. However, the quorum set forth in our amended and restated articles of association with respect to an adjourned meeting consists of any number of shareholders present in person or by proxy. | |
| ● | Nomination of our directors. As permitted under Israeli law and pursuant to Israeli practice, the nominations for members of the board of directors will be generally made by the board of directors or a duly authorized committee thereof and not by a nominating committee of the board of directors consisting solely of independent directors or a majority of the independent directors in a vote in which only independent directors participate, as required under the Nasdaq rules. | |
| ● | Compensation of officers. Israeli law and our amended and restated articles of association does not require that the independent members of our board of directors (or a compensation committee composed solely of independent members of our board of directors) determine an executive officer’s compensation, as is generally required under the Nasdaq Listing Rules with respect to the chief executive officer and all other executive officers. Instead, compensation of executive officers is determined and approved by our compensation committee and our board of directors, and in certain circumstances by our shareholders, either in consistency with our office holder compensation policy or, in special circumstances in deviation therefrom, taking into account certain considerations stated in the Companies Law. |
| 101 |
| ● | Shareholder approval. We will seek shareholder approval for all corporate actions requiring such approval under the requirements of the Companies Law, rather than seeking approval for corporate actions in accordance with Nasdaq Stock Market Rule 5635. In particular, under this Nasdaq Stock Market rule, shareholder approval is generally required for: (i) an acquisition of shares or assets of another company that involves the issuance of 20% or more of the acquirer’s shares or voting rights or if a director, officer or 5% shareholder has greater than a 5% interest in the target company or the consideration to be received; (ii) the issuance of shares leading to a change of control; (iii) adoption or amendment of equity compensation arrangements (although under the provisions of the Companies Law there is no requirement for shareholder approval for the adoption/amendment of the equity compensation plan); and (iv) issuances of 20% or more of the shares or voting rights (including securities convertible into, or exercisable for, equity) of a listed company via a private placement (and/or via sales by directors, officers or 5% shareholders) if such equity is issued (or sold) at below the greater of the book or market value of shares. By contrast, under the Companies Law, shareholder approval is required for, among other things: (i) transactions with directors concerning the terms of their service or indemnification, exemption and insurance for their service (or for any other position that they may hold at a company), for which approvals of the compensation committee, board of directors and shareholders are all required, (ii) extraordinary transactions with controlling shareholders of publicly held companies, which require the special approval, and (iii) terms of employment or other engagement of the controlling shareholder of us or such controlling shareholder’s relative, which require special approval. In addition, under the Companies Law, a merger requires approval of the shareholders of each of the merging companies. | |
| ● | Approval of Related Party Transactions. All related party transactions are approved in accordance with the requirements and procedures for approval of interested party acts and transaction as set forth in the Companies Law, which requires the approval of the audit committee, or the compensation committee, as the case may be, the board of directors and shareholders, as may be applicable, for specified transactions, rather than approval by the audit committee or other independent body of our board of directors as required under the Nasdaq Listing Rules. |
ITEM 16H. MINE SAFETY DISCLOSURE
Not applicable.
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
ITEM 16J. INSIDER TRADING POLICIES
We
have
ITEM 16K. CYBERSECURITY
The level of each identified risk is determined by considering the impact of the risk itself and the likelihood of the risk materializing and high scoring risks are actioned upon. Risks are analyzed to determine whether the risk meets company risk acceptance criteria to be accepted or whether a mitigation plan will be applied. Mitigation plans include both the individual or department responsible for the plan and may include budget considerations.
As
of the date of this report, we are
| 102 |
PART III
ITEM 17. FINANCIAL STATEMENTS
We have elected to provide financial statements and related information pursuant to Item 18.
ITEM 18. FINANCIAL STATEMENTS
The financial statements and the related notes required by this Item are included in this Annual Report on Form 20-F beginning on page F-1.
ITEM 19. EXHIBITS.
| Exhibit No. | Exhibit Description | |
| 1.1 | Amended and Restated Articles of Association of the Company, as currently in effect (included as Exhibit 99.1 to our Report on Form 6-K furnished to the Securities and Exchange Commission on September 30, 2024 and incorporated herein by reference). | |
| 2.1* | Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934. | |
| 2.2 | Form of Warrant (included as Exhibit 4.3 to the Registration Statement on Form F-1 as filed with the Securities and Exchange Commission March 24, 2022, as amended, and incorporated herein by reference). | |
| 4.1 | Form of Underwriter’s Warrant (included as Exhibit 4.1 to our Registration Statement on Form F-1 as filed with the Securities and Exchange Commission on March 24, 2022, and incorporated herein by reference). | |
| 4.2 | Form of Warrant Agent Agreement (included as Exhibit 4.2 to our Registration Statement on Form F-1 as filed with the Securities and Exchange Commission on March 24, 2022, and incorporated herein by reference). | |
| 4.3 | Form of Indemnification Agreement (included as Exhibit 10.1 to our Registration Statement on Form F-1 as filed with the Securities and Exchange Commission on March 24, 2022, and incorporated herein by reference). | |
| 4.4 | Rail Vision Ltd. Amended Share Option Plan, amended as of March 28, 2024 (filed as Exhibit 4.4 to our Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 28, 2024 and incorporated herein by reference). | |
| 4.5 | Compensation Policy (filed as Exhibit 4.5 to our Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 31, 2025 and incorporated herein by reference). | |
| 4.6 | Form of Securities Purchase Agreement (filed as Exhibit 10.1 to our Report on Form 6-K furnished to the Securities and Exchange Commission on May 11, 2023 and incorporated herein by reference). | |
| 4.7 | Form of Knorr-Bremse Securities Purchase Agreement (filed as Exhibit 10.2 to our Report on Form 6-K furnished to the Securities and Exchange Commission on May 11, 2023 and incorporated herein by reference). | |
| 4.8 | Form of Common Warrant (filed as Exhibit 10.1 to our Report on Form 6-K furnished to the Securities and Exchange Commission on May 15, 2023 and incorporated herein by reference). | |
| 4.9 | Form of Registration Rights Agreement (filed as Exhibit 10.3 to our Report on Form 6-K furnished to the Securities and Exchange Commission on May 11, 2023 and incorporated herein by reference). | |
| 4.10 | Placement Agent Agreement dated May 10, 2023 (filed as Exhibit 10.4 to our Report on Form 6-K furnished to the Securities and Exchange Commission on May 11, 2023 and incorporated herein by reference). | |
| 4.11 | Form of Securities Purchase Agreement (filed as Exhibit 99.1 to our Report on Form 6-K furnished to the Securities and Exchange Commission on January 31, 2024 and incorporated herein by reference). |
| 103 |
| 4.12 | Form of Registration Rights Agreement (filed as Exhibit 99.2 to our Report on Form 6-K furnished to the Securities and Exchange Commission on January 31, 2024 and incorporated herein by reference). | |
| 4.13 | Form of Pre-Funded Warrant (filed as Exhibit 99.3 to our Report on Form 6-K furnished to the Securities and Exchange Commission on January 31, 2024 and incorporated herein by reference). | |
| 4.14 | Form of Common Warrant (filed as Exhibit 99.4 to our Report on Form 6-K furnished to the Securities and Exchange Commission on January 31, 2024 and incorporated herein by reference). | |
| 4.15 | Facility Agreement, dated January 9, 2024, between L.I.A. Pure Capital Ltd. and Rail Vision Ltd. (filed as Exhibit 99.1 to our Report on Form 6-K furnished to the Securities and Exchange Commission on January 9, 2024 and incorporated herein by reference). | |
| 4.16 | Form of Warrant (filed as Exhibit 99.2 to our Report on Form 6-K furnished to the Securities and Exchange Commission on January 9, 2024 and incorporated herein by reference). | |
| 4.17 | Form of Standby Equity Purchase Agreement dated October 7, 2024, by and between Rail Vision Ltd. and YA II PN, LTD. (filed as Exhibit 10.1 to our Report on Form 6-K furnished to the Securities and Exchange Commission on October 7, 2024 and incorporated herein by reference) | |
| 4.18 | Form of Amendment to Standby Equity Purchase Agreement dated February 26, 2025, by and between Rail Vision Ltd. and YA II PN, LTD. (filed as Exhibit 10.1 to our Report on Form 6-K furnished to the Securities and Exchange Commission on February 26, 2025 and incorporated herein by reference). | |
| 4.19 | Form of Promissory Note (filed as Exhibit 10.2 to our Report on Form 6-K furnished to the Securities and Exchange Commission on October 7, 2024 and incorporated herein by reference). | |
| 4.20 | Form of Sales Agreement dated April 24, 2025, by and between Rail Vision Ltd. A.G.P./Alliance Global Partners (filed as Exhibit 10.1 to our Report on Form 6-K furnished to the Securities and Exchange Commission on April 24, 2025 and incorporated herein by reference). | |
| 4.21^ | Securities Exchange Agreement, by and between Rail Vision Ltd., Quantum Transportation Ltd. and certain shareholders of Quantum Transportation Ltd., dated November 30, 2025 (filed as Exhibit 10.1 to our Report on Form 6-K furnished to the Securities and Exchange Commission on December 1, 2025 and incorporated herein by reference). | |
| 4.22^ | Form of Convertible Loan Agreement, by and between Rail Vision Ltd. and Quantum Transportation Ltd. (filed as Exhibit 10.2 to our Report on Form 6-K furnished to the Securities and Exchange Commission on December 1, 2025 and incorporated herein by reference). | |
| 11.1 | Insider Trading Policy, filed as Exhibit 11.1 to our Report on Form 20-F furnished to the Securities and Exchange Commission on March 31, 2025 and incorporated herein by reference) | |
| 12.1* | Certification of the Chief Executive Officer pursuant to rule 13a-14(a) of the Securities Exchange Act of 1934 | |
| 12.2* | Certification of the Chief Financial Officer pursuant to rule 13a-14(a) of the Securities Exchange Act of 1934 | |
| 13.1* | Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350 | |
| 13.2* | Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350 | |
| 15.1* | Consent of Brightman Almagor Zohar & Co., a Firm in the Deloitte Global Network. | |
| 21.1* | List of Subsidiaries | |
| 97.1 | Executive Officer Clawback Policy (filed as Exhibit 97.1 to our Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 28, 2024 and incorporated herein by reference) | |
| 101 | The following financial information from Rail Vision Ltd.’s Annual Report on Form 20-F for the year ended December 31, 2025, formatted in Inline Extensible Business Reporting Language (XBRL): (i) Statement of Financial Position, (ii) Statements of Comprehensive Loss, (iii) Statements of Changes in Equity, (iv) Statements of Cash Flows and (iv) Notes to Financial Statements. |
| * | Filed herewith. |
| ^ | Portions of this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish a copy of all omitted schedules and exhibits to the Securities and Exchange Commission upon its request. |
| 104 |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on Form 20-F filed on its behalf.
| RAIL VISION LTD. | ||
| Date: March 31, 2026 | By: | /s/ David BenDavid |
| David BenDavid | ||
| Chief Executive Officer | ||
| 105 |
Rail Vision Ltd.
Financial Statements
As of December 31, 2025
Rail Vision Ltd.
Financial Statements
As of December 31, 2025
TABLE OF CONTENTS
| Page | ||
| Report of Independent Registered Public Accounting Firm (PCAOB ID |
F-2 | |
| Financial Statements: | ||
| Balance Sheets | F-3 | |
| Statements of Comprehensive Loss | F-4 | |
| Statements of Changes in Shareholders’ Equity | F-5 - F-6 | |
| Statements of Cash Flows | F-7 | |
| Notes to the Financial Statements | F-8 - F-28 |
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of
RAIL VISION LTD.
We have audited the accompanying balance sheets of Rail Vision Ltd. (the “Company”) as of December 31, 2025 and 2024 and the related statements of comprehensive loss, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2025 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
| /s/ |
|
| Certified Public Accountants | |
|
A Firm in the Deloitte Global Network |
March 31, 2026
We have served as the Company’s auditor since 2016.
| F-2 |
Rail Vision Ltd.
Balance Sheets
(U.S. dollars in thousands, except share and per share data)
| As of December 31, | ||||||||||
| Note | 2025 | 2024 | ||||||||
| ASSETS | ||||||||||
| Current assets | ||||||||||
| Cash and cash equivalents | $ | $ | ||||||||
| Restricted cash | ||||||||||
| Accounts receivable | ||||||||||
| Inventories | 3 | |||||||||
| Other current assets | 4 | |||||||||
| Total current assets | ||||||||||
| Operating lease - right of use asset | 17 | |||||||||
| Fixed assets, net | 5 | |||||||||
| TOTAL ASSETS | ||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||
| Current liabilities | ||||||||||
| Trade accounts payable | ||||||||||
| Current operating lease liability | 15 | |||||||||
| Other accounts payable | 6 | |||||||||
| Total current liabilities | ||||||||||
| Non-current operating lease liability | 15 | |||||||||
| TOTAL LIABILITIES | ||||||||||
| Shareholders’ equity | ||||||||||
| Ordinary shares, | 7 | |||||||||
| Additional paid in capital | 7 | |||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||||
| Total shareholders’ equity | ||||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||
| (*) |
The accompanying notes are an integral part of the financial statements.
| F-3 |
Rail Vision Ltd.
Statements of Comprehensive Loss
(U.S. dollars in thousands, except share and per share data)
| Year ended December 31, | ||||||||||||||
| Note | 2025 | 2024 | 2023 | |||||||||||
| Revenues | 8, 9 | $ | $ | $ | ||||||||||
| Cost of revenues | ( | ) | ( | ) | ( | ) | ||||||||
| Gross profit (loss) | ||||||||||||||
| Research and development expenses | 10 | ( | ) | ( | ) | ( | ) | |||||||
| General and administrative expenses | 11 | ( | ) | ( | ) | ( | ) | |||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ||||||||
| Financial (expenses) income: | ||||||||||||||
| Revaluation of derivatives, warrants liabilities and others | ( | ) | ( | ) | ||||||||||
| Other financing income (expenses), net | 12 | ( | ) | |||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||||
Basic and diluted loss per ordinary share (*) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average number of ordinary shares outstanding used in computing basic and diluted loss per ordinary share (*) | ||||||||||||||
| (*) |
The accompanying notes are an integral part of the financial statements.
| F-4 |
Rail Vision Ltd.
Changes in Shareholders’ Equity
(U.S. dollars in thousands, except share and per share data)
Ordinary Shares | Total | |||||||||||||||||||
| Number of shares (*) | USD | Additional paid in capital | Accumulated Deficit |
shareholders’ equity (deficit) | ||||||||||||||||
| BALANCE AS OF JANUARY 1, 2023 | ( | ) | ||||||||||||||||||
| CHANGES DURING 2023: | ||||||||||||||||||||
| Issuance of shares as a result of exercise of warrants | ( | ) | ||||||||||||||||||
| Issuance of units of ordinary shares and warrants, net of issuance costs (**) | ||||||||||||||||||||
| Share-based payment | — | |||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||
| BALANCE AS OF DECEMBER 31, 2023 | ( | ) | ||||||||||||||||||
CHANGES DURING 2024: | ||||||||||||||||||||
| Cancelation of the par value of ordinary shares (See Note 7A(2)) | — | ( | ) | |||||||||||||||||
| Issuance of units of ordinary shares and pre-funded warrants, net of issuance costs (***) | ||||||||||||||||||||
| Exercise of warrants to ordinary shares, net of issuance costs (***) | ||||||||||||||||||||
| Classification of warrant liabilities to equity warrants (See Note 7B(4)) | — | |||||||||||||||||||
| Issuance of SEPA Commitment Shares (See Note 7B(6)) | ||||||||||||||||||||
| Issuance of ordinary shares in relation to the SEPA (See Note 7B(6)) | ||||||||||||||||||||
| Restricted Share Units vesting | ||||||||||||||||||||
| Share-based payment | — | |||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||
| BALANCE AS OF DECEMBER 31, 2024 | ( | ) | ||||||||||||||||||
| (*) |
| (**) |
| (***) |
| (****) | Issuance costs in the amount of
approximately $ |
The accompanying notes are an integral part of the financial statements.
| F-5 |
Rail Vision Ltd.
Changes in Shareholders’ Equity (Cont.)
(U.S. dollars in thousands, except share and per share data)
Ordinary Shares | Total | |||||||||||||||||||
| Number of shares (*) | USD | Additional paid in capital | Accumulated Deficit | shareholders’ equity (deficit) | ||||||||||||||||
| BALANCE AS OF JANUARY 1, 2025 | ( | ) | ||||||||||||||||||
| CHANGES DURING 2025: | ||||||||||||||||||||
| Exercise of warrants to ordinary shares, net of issuance costs (**) | ||||||||||||||||||||
| Issuance of ordinary shares in relation to the SEPA (See Note 7B(6)) | ||||||||||||||||||||
| Issuance of ordinary shares in relation to the ATM, net of issuance costs (***) | ||||||||||||||||||||
| Restricted Share Units vesting | ||||||||||||||||||||
| Share-based payment | ||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||
| BALANCE AS OF DECEMBER 31, 2025 | ( | ) | ||||||||||||||||||
| (*) |
| (**) |
| (***) |
The accompanying notes are an integral part of the financial statements.
| F-6 |
Rail Vision Ltd.
Statements of Cash Flows
(U.S. dollars in thousands)
| Year ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Cash flows from operating activities | ||||||||||||
| Loss for the year | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Adjustments to reconcile loss to net cash used in operating activities: | ||||||||||||
| Depreciation | ||||||||||||
| Share-based payment | ||||||||||||
| Exchange rate changes on cash and cash equivalents | ( | ) | ( | ) | ||||||||
| Revaluation of derivatives and warrants liabilities | ||||||||||||
| Amortization of a discount related to a convertible loan credit facility | ||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Decrease (increase) in accounts receivable | ( | ) | ||||||||||
| Decrease (increase) in other current assets | ( | ) | ( | ) | ||||||||
| Increase in inventory | ( | ) | ( | ) | ||||||||
| Change in operating lease liability, net. | ( | ) | ||||||||||
| Increase (decrease) in trade accounts payable | ( | ) | ||||||||||
| Increase (decrease) in other accounts payable | ( | ) | ||||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ( | ) | ||||||
| Cash flows from investing activities | ||||||||||||
| Purchase of fixed assets | ( | ) | ( | ) | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||||||
| Proceeds from a convertible loan credit facility and issuance of warrants | ||||||||||||
| Payments on convertible loan credit facility | ( | ) | ||||||||||
| Proceeds from exercise of warrants, net of issuance expenses | ||||||||||||
| Issuance of ordinary shares and warrants, net of issuance costs | ||||||||||||
| Net cash provided by financing activities | ||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ) | ||||||||||
| Increase (decrease) in cash, cash equivalents and restricted cash | ( | ) | ||||||||||
| Cash, cash equivalents and restricted cash at the beginning of the period | ||||||||||||
| Cash, cash equivalents and restricted cash at the end of the period | ||||||||||||
| Non-Cash Activities: | Year ended December 31, | |||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Conversion of a convertible loan credit facility to ordinary shares | ||||||||||||
| Issuance expenses recorded in other accounts payables | ||||||||||||
The accompanying notes are an integral part of the financial statements.
| F-7 |
Rail Vision Ltd.
Notes to Financial Statements
(U.S. dollars in thousands, except share and per share data)
NOTE 1 - GENERAL
| A. | Reporting Entity: |
Rail Vision Ltd. (the “Company”) was incorporated and registered in Israel on April 18, 2016. The Company is an early commercialization stage technology company focused on transforming railway safety through advanced AI-integrated sensing systems. The Company develop and commercialize 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, the Company’s technology enhances safety, improves operational efficiency and supports continuity across deployments.
The Company’s ordinary shares and warrants began trading on the Nasdaq Capital Market (“Nasdaq”) on March 31, 2022, under the symbols “RVSN” and “RVSNW,” respectively (see Note 7B(2) below).
The Company’s activities are subject to significant risks and uncertainties. The Company has incurred significant losses since the date of its inception and anticipates that it will continue to incur significant losses until it will be able to successfully commercialize its products. Failure to obtain this necessary capital when needed may force the Company to delay, limit or terminate its product development efforts or other operations. In addition, the Company is subject to risks including, among other things, competition associated with the industry in general, risks associated with financing, liquidity requirements, rapidly changing customer requirements, the loss of key personnel and the effect of planned expansion of operations on the future results of the Company.
To date, the Company has not generated significant revenues from its activities and has incurred substantial operating losses. Management expects the Company to continue to generate substantial operating losses and to continue to fund its operations primarily through the utilization of its current financial resources, sales of its products, and through additional raises of capital.
As described in notes 7B (4),(6) and (7), during the year ended December 31, 2025 and subsequent to the balance sheet date, the Company raised a total amount (gross) of approximately $ million from issuance of shares and exercise of warrants, and according to the current monthly burn rate, the management anticipates that its cash and cash equivalents as of the issuance date of the financial statements and the future expected cash flow from sales will be sufficient for more than 12 months of operations.
| B. | Reverse Split: |
On
February 4, 2026, the Company effected a one-for-thirty
All share amounts and share prices, as well as exercise prices and the number of shares underlying options and warrants, have been adjusted retroactively within these financial statements to reflect the Reverse Split.
| F-8 |
Rail Vision Ltd.
Notes to Financial Statements
(U.S. dollars in thousands, except share and per share data)
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
| A. | Basis of Presentation: |
The financial statements have been prepared in conformity with accounting principles generally accepted in United Sates of America (“US GAAP”).
| B. | Use of estimates in the preparation of financial statements: |
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect reported amounts and disclosures made. Actual results could differ from those estimates.
| C. | Financial statement in U.S. dollars: |
The functional currency of the Company is the U.S. dollar (“dollar” or “$”) since the dollar is the currency of the primary economic environment in which the Company has operated and expects to continue to operate in the foreseeable future.
Transactions and balances denominated in dollars are presented at their original amounts. Transactions and balances denominated in foreign currencies have been re-measured to dollars.
All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statements of comprehensive loss as financial income or expenses, as appropriate.
| D. | Cash and cash equivalents and restricted cash: |
Cash equivalents are short-term highly liquid investments that are readily convertible to cash with maturities of three months or less as of the date acquired, readily convertible to known amounts of cash and subject to an insignificant risk. Restricted cash consists of deposits pledged to a bank that provided guarantee in connection with an operating lease.
| E. | Fair value of financial instruments: |
The carrying values of cash and cash equivalents, restricted cash, accounts receivable, trade accounts payable, accrued expenses and employees and related expenses recorded in other accounts payable, approximate their fair value due to the short-term maturity of these instruments.
ASC 820, “Fair Value Measurements and Disclosures,” defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact. The Company also considers assumptions that market participants would use when pricing the asset or liability, such as, inherent risk, transfer restrictions and risk of nonperformance. Hierarchical levels are directly related to the amount of subjectivity with the inputs to the valuation of these assets or liabilities as follows:
Level 1 - Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;
Level 2 - Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable inputs for similar assets or liabilities. These include quoted prices for identical or similar assets or liabilities in active markets and quoted prices for identical or similar assets of liabilities in markets that are not active;
| F-9 |
Rail Vision Ltd.
Notes to Financial Statements
(U.S. dollars in thousands, except share and per share data)
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)
| E. | Fair value of financial instruments (Cont.): |
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The carrying values of cash and cash equivalents, restricted cash, accounts receivable, trade accounts payable, accrued expenses and employees and related expenses recorded in other accounts payable, approximate their fair value due to the short-term maturity of these instruments.
The Company’s warrants liability was classified within Level 3 of the fair value hierarchy because of the volatility input incorporated in the Company’s Black-Scholes model at inception and on subsequent valuation dates involves unobservable inputs. The warrant liability was classified to equity on June 29, 2024. As of December 31, 2025 and 2024, no liabilities were classified within level 3 of the fair value hierarchy.
Derivatives and warrants liabilities
The Company evaluated the derivatives and warrants in accordance with ASC 815 “Derivatives and Hedging - Contracts in Entity’s Own Equity” (“ASC 815”) to determine whether warrants should be classified as liabilities or shareholders’ equity. In case that a provision in the warrant agreement related to certain tender or exchange offers precludes the warrants from being accounted for as components of equity, the Company will be classified as liability. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent period end date while the warrants are outstanding. As the warrants meet the definition of a derivative as contemplated in ASC 815, the warrants are recorded as derivative liabilities on the balance sheet and measured at fair value at inception and at each reporting date thereafter in accordance with ASC 820 “Fair Value Measurement” (“ASC 820”), with changes in fair value recognized in the condensed statements of comprehensive loss in the period of change.
Under ASC 815-40, contracts that are not indexed to the Company’s own equity are classified as liabilities recorded at fair value, As such, the Company classifies the SEPA Agreement entered into (see Note 7B(6)) as a derivative instrument measured at fair value at each reporting period, as settlement provisions under this agreement are not indexed to the Company’s own equity.
| F. | Inventories: |
Inventories are stated at the lower of cost or market, with cost determined by the first-in, first-out method (FIFO) of inventory accounting. The Company capitalizes, material, labor, subcontractor and overhead costs as work-in-process for contracts where control has not yet passed to the customer. The valuation of the inventories requires to make estimates regarding excess or obsolete inventories, including making estimates of the future demand for products to be sold. Although the Company makes every effort to ensure the accuracy of forecasts of future product demand, any significant unanticipated changes in demand, price, or technological developments could have a significant impact on the value of the inventory and reported operating results. Charges for excess and obsolete inventories are included within cost of revenue.
| G. | Fixed assets: |
Fixed assets are stated at cost, less accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets. The annual depreciation rates are as follows:
| % | ||||
| Office furniture and equipment | ||||
| Computer software and electronic equipment | ||||
| Laboratory equipment | ||||
| Leasehold improvements | ||||
| F-10 |
Rail Vision Ltd.
Notes to Financial Statements
(U.S. dollars in thousands, except share and per share data)
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)
| H. | Impairment of long-lived assets: |
The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value. During 2023 and 2022, no impairment losses were recognized.
| I. | Accrued post-employment benefit: |
Under Israeli employment laws, employees of the Company are covered under Section 14 of the Severance Compensation Act, 1963 (“Section 14”) for a portion of their salaries. According to Section 14, these employees are entitled to receive monthly deposits (payments) made by the Company on their behalf with insurance companies.
Payments in accordance with Section 14 release the Company from any future severance payments (under the Israeli Severance Compensation Act, 1963) with respect of those employees. The obligation to make the monthly deposits is expensed as incurred. In addition, the aforementioned deposits are not recorded as an asset in the Company’s balance sheet, and there is no liability recorded as the Company does not have a future obligation to make any additional payments.
| J. | Revenue recognition: |
The Company applies ASC 606 “Revenue from contracts with customers” (“ASC 606”). Under ASC 606, revenue is measured as the amount of consideration the Company expects to be entitled to, in exchange for transferring products or providing services to its customers and is recognized when or as performance obligations under the terms of contracts with the Company’s customers are satisfied. ASC 606 prescribes a five-step model for recognizing revenue from contracts with customers: (i) identify contract(s) with the customer; (ii) identify the separate performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the separate performance obligations in the contract; and (v) recognize revenue when (or as) each performance obligation is satisfied.
At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses whether the goods or services promised within each contract are distinct and, therefore, represent a separate performance obligation. Goods and services that are determined not to be distinct are combined with other promised goods and services. The Company determine the transaction price based on the amount of consideration the Company expects to be entitled to from a customer in exchange for the promised goods or services. As a practical expedient, the Company does not assess the existence of a significant financing component when the difference between payment and transfer of deliverables is a year or less, which is the case in the majority of the Company’s customer contracts. The Company then allocates the transaction price to each performance obligation and recognizes the associated revenue when (or as) each performance obligation is satisfied.
Revenues from products sales are recognized upon the transfer of control, which is generally upon shipment, delivery or installation. Revenues from services are recognized over time over the service period.
Deferred revenue represents amounts received by the Company for which the related revenues have not been recognized because one or more of the revenue recognition criteria have not been met.
The current portion of deferred revenue represents the amount to be recognized within one year from the balance sheet date based on the estimated performance period of the underlying performance obligation, see Note 6 below.
| F-11 |
Rail Vision Ltd.
Notes to Financial Statements
(U.S. dollars in thousands, except share and per share data)
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)
| K. | Share-based payment: |
The Company applies ASC 718-10, “Share-Based Payment,” (“ASC 718-10”) which requires the measurement and recognition of compensation expenses for all share-based payment awards granted to employees and directors including share options granted under the Company’s incentive share option plan based on estimated fair values.
ASC 718-10 requires companies to estimate the fair value of share-based payment awards on the date of grant. The portion of the grant-date fair value of the share-based payment award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company’s statements of comprehensive loss.
The Company estimates the fair value of share options granted as share-based payment awards using a Black-Scholes option pricing model. The Black-Scholes option pricing model requires a number of assumptions, of which the most significant are share price, expected volatility and the expected option term (the time from the grant date until the options are exercised or expire). Expected volatility is estimated based on volatility of similar companies in the technology sector. The expected option term is calculated for options granted to employees and directors using the “simplified” method, and grants to non-employees are based on the contractual term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. The risk-free interest rate is based on the yield from Israel Treasury zero-coupon bonds with an equivalent term. Changes in the determination of each of the inputs can affect the fair value of the share options granted and the results of operations of the Company.
All of the Company’s grants of restricted stock units (“RSUs”) vest upon completion of a specified period of time, typically between one and three years. The fair value of each award is equal to the share price of the Company’s stock on the date of the grant. This cost is recognized over the vesting period of the respective award. The Company records forfeitures of RSUs related to continued service requirements as they occur.
| L. | Leases: |
The Company leases office space and vehicles under operating leases.
Operating leases are included in operating lease right of use (“ROU”) assets and operating lease liabilities in the Company’s balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities were recognized based on the present value of the remaining lease payments over the lease term. The Company’s incremental borrowing rate is used in determining the present value of lease payments because rate implicit in the Company’s leases is not readily determinable. The expected lease terms include options to extend or terminate the lease when it is reasonably certain that such options will be exercised. Operating lease expense is recognized on a straight-line basis over the lease term, variable payments are expensed in the periods incurred.
The Company has made an accounting policy election not to recognize ROU assets and lease liabilities that arise from leases with initial terms of 12 months or less. Instead, the Company continues to record such lease expenses on a straight-line basis over the lease term in the statements of comprehensive loss.
| M. | Research and development expenses: |
Research and development expenses are charged to the statements of comprehensive loss as incurred.
| F-12 |
Rail Vision Ltd.
Notes to Financial Statements
(U.S. dollars in thousands, except share and per share data)
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)
| N. | Warranties |
The Company provides a standard warranty on all systems sold. The Company recognizes a warranty provision for the products sold based on the present value of future cash flows estimated to be required to settle the warranty obligation. The future cash flows have been estimated by reference to the Company’s history of warranty claims.
The Company considers the standard warranty does not provide an incremental service to customers but is rather an assurance on the quality of system, and therefore is not a separate performance obligation.
Warranty expenses are recorded as a component of cost of revenues in the Statements of Comprehensive Loss.
| O. | Basic and diluted net loss per ordinary share: |
Basic loss per ordinary share is computed by dividing the net loss by the weighted average number of ordinary shares outstanding during the year. Diluted loss per share is computed by dividing the net loss by the weighted average number of ordinary shares outstanding plus the number of additional ordinary shares that would have been outstanding if all potentially dilutive ordinary shares had been issued, using the treasury stock method. Potentially dilutive ordinary shares were excluded from the diluted loss per share calculation because they were anti-dilutive.
| P. | Recent Adopted Accounting Standards: |
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) – Improvements to Income Tax Disclosures” (“ASU 2023-09”). The ASU requires that an entity disclose specific categories in the effective tax rate reconciliation as well as provide additional information for reconciling items that meet a quantitative threshold. Further, the ASU requires certain disclosures of state versus federal income tax expense and taxes paid. This ASU is effective for annual periods beginning after December 15, 2024. The adoption of this ASU did not have a material impact on the Company’s financial statements (see also Note 13)
| Q. | Accounting pronouncements not yet effective |
In November 2024, the FASB issued ASU 2024-03, “Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which requires the disaggregation of certain expenses in the financial statements notes, to provide enhanced transparency into the expense captions presented on the face of the consolidated statement of operations. ASU 2024-03 is effective for annual reporting periods beginning January 1, 2027, and interim periods beginning January 1, 2028 and may be applied either prospectively or retrospectively. The Company is currently evaluating the impact that ASU 2024-03 will have on its related disclosures, and the transition method.
| F-13 |
Rail Vision Ltd.
Notes
to Financial Statements
(U.S. dollars in thousands, except share and per share data)
NOTE 3 – INVENTORIES
Inventories consist of the following as of December 31, 2025 and 2024:
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Raw materials | $ | $ | ||||||
| Work in process | ||||||||
| Finished goods | ||||||||
| $ | $ | |||||||
NOTE 4 - OTHER CURRENT ASSETS
Other current assets consist of the following as of December 31, 2025 and 2024:
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Government institutions | $ | $ | ||||||
| Deposits at the Chamber of Commerce | ||||||||
| Deferred cost of revenues | ||||||||
| Prepaid expenses | ||||||||
| Other | ||||||||
| $ | $ | |||||||
NOTE 5 - FIXED ASSETS, NET
Fixed assets, net consist of the following as of December 31, 2025 and 2024:
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Cost: | ||||||||
| Computers and software | $ | $ | ||||||
| Laboratory equipment | ||||||||
| Furniture and office equipment | ||||||||
| Leasehold improvement | ||||||||
| Accumulated depreciation: | ||||||||
| Computers and software | $ | $ | ||||||
| Laboratory equipment | ||||||||
| Furniture and office equipment | ||||||||
| Leasehold improvement | ||||||||
| Carrying amount | $ | $ | ||||||
Depreciation
expenses for the years ended December 31, 2025, 2024 and 2023 were $
| F-14 |
Rail Vision Ltd.
Notes
to Financial Statements
(U.S. dollars in thousands, except share and per share data)
NOTE 6 - OTHER ACCOUNTS PAYABLE
Other accounts payable consist of the following as of December 31, 2025 and 2024:
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Employees and related expenses | $ | $ | ||||||
| Accrued expenses | ||||||||
| Provision for warranty | ||||||||
| Deferred revenues (*) | ||||||||
| $ | $ | |||||||
| (*) |
NOTE 7 - SHAREHOLDERS’ EQUITY
| A. | The rights of ordinary shares are as follows: |
| (1) | The ordinary shares confer upon the holders the right to receive notice to participate and vote in general meetings of shareholders of the Company, the right to receive dividends, if declared, and the right to participate in a distribution of the surplus of assets upon liquidation of the Company. |
| (2) | On
February 21, 2024, the Company convened an extraordinary general meeting of shareholders
(the “Meeting”). At the Meeting, the shareholders of the Company approved |
| B. | Issuance of ordinary shares and warrants: |
| (1) | Immediately
prior to the completion of the Company’s initial public offering (“IPO”)
in April 2022, an automatic conversion according to a Simple Agreement for Future Equity
(“SAFE”) resulted in the issuance of warrants to purchase ordinary shares
to the SAFE investors. The warrants are exercisable at an exercise price of $ |
| (2) |
| F-15 |
Rail Vision Ltd.
Notes
to Financial Statements
(U.S. dollars in thousands, except share and per share data)
NOTE 7 - SHAREHOLDERS’ EQUITY (Cont.)
| B. | Issuance of Ordinary shares and warrants (Cont.): |
| (3) | In
May 2023, the Company executed a series of transactions raising aggregate gross proceeds
of $ |
On
May 11, 2023 the Company completed the closing of definitive agreements with investors (i) in a registered direct offering, for the purchase
and sale of ordinary shares and (ii) in a concurrent private placement to the same investors, for the issuance of
In
a concurrent private placement, the Company issued an aggregate of ordinary shares and five-year warrants exercisable at
$
In January 2024, the investors from the private placement from May 2023 exercised warrants to purchase ordinary shares on a cashless basis. As a result of the cashless exercises, the Company issued ordinary shares to such investors.
| (4) | Credit Facility and Facility Warrants |
On
January 9, 2024, the Company entered into a credit facility agreement with a global investment firm (the “Lender”) for up
to $
The
Credit Facility was terminated on March 1, 2024, upon the Company’s completion of equity financing transactions exceeding $
Until
the completion of an equity financing transactions in an aggregate amount of at least $
As
part of the Credit Facility, the Company issued warrants to purchase ordinary shares (the “Facility Warrants”). The Facility
Warrants were initially exercisable for
The
Facility Warrants were classified on the issuance date to warrant liabilities, as they were not considered indexed to the Company’s
own equity. The fair value of the Facility Warrants at issuance date was $
Following
the expiration of certain adjustment provisions on June 29, 2024, the Company reassessed the Facility Warrants’ current terms and
concluded that they were no longer classified as a liability and that they are considered indexed to the Company’s own equity.
As a result, the Company classified its warrant liabilities to additional paid in capital in the amount of $
| F-16 |
Rail Vision Ltd.
Notes
to Financial Statements
(U.S. dollars in thousands, except share and per share data)
NOTE 7 - SHAREHOLDERS’ EQUITY (Cont.)
| B. | Issuance of Ordinary shares and warrants (Cont.): |
| (4) | Credit Facility and Facility Warrants (Cont.): |
The
January 2024 PIPE triggered anti-dilution adjustments to the Facility Warrants, resulting in an exercise price of $
During
the year ended December 31, 2024, Facility Warrants have been exercised resulting in gross proceeds of approximately $
During
the year ended December 31, 2025, additional Facility Warrants have been exercised resulting in additional gross proceeds of
approximately $
As
of December 31, 2025,
| (5) | January 2024 private placement (“PIPE”) |
On January 18, 2024, the Company entered into a binding term sheet with a global investment firm, acting as lead investor (the “Lead Investor”), for a private placement of units (the “January 2024 PIPE”).
The
January 2024 PIPE closed on January 31, 2024, and the Company raised aggregate consideration of $
Pursuant to the definitive documentation, the Company issued an aggregate of units (the “Units”), including units issued to investors for cash and units issued to the lender upon conversion of the Credit Facility. Each Unit consisted of (i) one ordinary share and/or a pre-funded warrant to purchase one ordinary share and (ii) one and a half common warrants to purchase ordinary shares. The purchase price per Unit was $, as fixed in the binding term sheet.
The
pre-funded warrants were immediately exercisable at an exercise price of $
The common warrants issued in the January 2024 PIPE, including those issued in connection with the conversion of the Credit Facility, were classified as warrant liabilities upon issuance, as they were not considered indexed to the Company’s own equity.
During
February 2024, all pre-funded warrants and common warrants issued in the January 2024 PIPE were exercised in full, resulting in aggregate
gross proceeds of approximately $
| F-17 |
Rail Vision Ltd.
Notes
to Financial Statements
(U.S. dollars in thousands, except share and per share data)
NOTE 7 - SHAREHOLDERS’ EQUITY (Cont.)
| B. | Issuance of Ordinary shares and warrants (Cont.): |
| (6) | Standby Equity Purchase Agreement (“SEPA”) |
On October 7, 2024, the Company entered into a Standby Equity Purchase Agreement (“SEPA”), with YA II PN, LTD., a Cayman Islands exempt limited partnership (“Yorkville”).
Pursuant
to the SEPA the Company has the right, but not the obligation, to sell to Yorkville from time to time, (each such occurrence, an “Advance”),
up to $
As
consideration for Yorkville’s irrevocable commitment to purchase the Company’s ordinary shares up to the Commitment Amount,
the Company issued ordinary shares, (the “Commitment Shares”), to Yorkville and paid structuring fee to an affiliate
of Yorkville. The Commitment Shares and the structuring fee were recorded as expenses in “Other financing income (expenses), net”,
in the amounts of $
Pursuant to the SEPA, Yorkville is not obligated to purchase any ordinary shares if such purchases would result in Yorkville and its affiliates beneficially owning more than 4.99% of the Company’s outstanding ordinary shares or voting power
On
February 26, 2025, the Company entered into an amendment to the SEPA pursuant to which the commitment amount was increased to $
The Company evaluated the right to require Yorkville to purchase ordinary shares in the future (“put right”) embedded in the SEPA in accordance with ASC 815-40, “Derivatives and Hedging - Contracts on an Entity’s Own Equity”, and concluded that it represents an equity-linked contract that does not qualify for equity classification and therefore meets the definition of a derivative liability. Accordingly, the put right is measured at fair value at each reporting date, with changes in fair value recognized in the statements of comprehensive loss. The put right is classified as a Level 2 instrument within the fair value hierarchy. The Company analyzed the terms of the freestanding put right and concluded that its fair value was immaterial as of December 31, 2025, and December 31, 2024.
During
the year ended December 31, 2024, the Company issued an aggregate of ordinary shares to Yorkville as Advance Shares (not including
the Commitment Shares) for aggregate gross proceeds of approximately $
During
the year ended December 31, 2025, the Company issued an aggregate of additional ordinary shares to Yorkville, resulting in additional
aggregate gross proceeds of approximately $
An
amount of $
On April 24, 2025, concurrently with the entry into the ATM Sales Agreement (see Note 7B(7) below), the Company reduced the maximum aggregate offering price registered under the SEPA to zero.
| F-18 |
Rail Vision Ltd.
Notes
to Financial Statements
(U.S. dollars in thousands, except share and per share data)
NOTE 7 - SHAREHOLDERS’ EQUITY (Cont.)
| B. | Issuance of Ordinary shares and warrants (Cont.): |
| (7) | At-the-Market Offering |
During
the year ended December 31, 2025, the Company sold an aggregate of ordinary shares under the ATM Sales Agreement, for total gross
proceeds of approximately $
On
December 5, 2025, the Company increased the aggregate offering price of the ATM to up to approximately $
Subsequent
to December 31, 2025, the Company issued an additional ordinary shares, resulting in gross proceeds of approximately $
| C. | Issuance of shares to service providers: |
On August 25, 2025, the Company entered into agreements with two independent service providers for the provision of investor relations and business development services. Each agreement covers a service period of 18 months. As consideration for these services, the Company granted fully vested ordinary shares to each service provider.
In accordance with ASC 718, “Compensation - Stock Compensation”, the fair value of equity instruments issued to service providers is measured on the grant date and recognized as an expense over the period in which the related services are rendered. However, because the shares granted were fully vested upon issuance and the Company retains no contractual right to cancel or reclaim any portion of the shares, the Company concluded that no future service conditions exist. As a result, the entire expense associated with these share issuances was recognized immediately on the grant date.
The
fair value of the shares was determined based on the Company’s share price on the grant date, $ per share, resulting in an
expense of $
| D. | Equity Incentive Plan: |
In January 2017, the Company’s board of directors (the “Board”) authorized an incentive share option plan which was last amended on March 28, 2024 (“2017 Plan”). The 2017 Plan provides for the grant of incentive share options and restricted share units (RSUs) to employees and service providers of the Company.
As of December 31, 2025, and consistent with the Company’s most recent Form S-8 registration, the cumulative number of ordinary shares authorized and registered for issuance under the 2017 Plan totals ordinary shares.
| F-19 |
Rail Vision Ltd.
Notes
to Financial Statements
(U.S. dollars in thousands, except share and per share data)
NOTE 7 - SHAREHOLDERS’ EQUITY (Cont.)
| E. | Restricted Share Units (RSUs) and Options to employees and service providers |
The Company granted options to employees and directors through December 31, 2025. The fair value of options granted during 2025, 2023 and 2022 was estimated using the Black-Scholes option pricing model. The model was based on the following assumptions: share price of $ – $, expected volatility of %, risk-free interest rates of % – %, dividend yield of %, and expected life of the options of up to years.
| (1) | The following table summarizes the option activity for options to employees, officers and directors: |
For the year ended December 31, | ||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||||||||||||||||||
| Amount of options | Weighted average exercise price | Weighted average remaining contractual life | Amount of options | Weighted average exercise price | Weighted average remaining contractual life | Amount of options | Weighted average exercise price (*) | Weighted average remaining contractual life | ||||||||||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Outstanding as of beginning of period | ||||||||||||||||||||||||||||||||||||
| Granted | — | |||||||||||||||||||||||||||||||||||
| Exercised | — | — | — | |||||||||||||||||||||||||||||||||
| Forfeited or expired | ( | ) | — | ( | ) | — | ( | ) | — | |||||||||||||||||||||||||||
| Outstanding as of end of period | ||||||||||||||||||||||||||||||||||||
| Exercisable as of end of period | ||||||||||||||||||||||||||||||||||||
| (*) |
The weighted average fair value of options granted during the years ended December 31, 2025, 2024 and 2023 was $, $and $ and per share, respectively.
| (2) | A summary of the Company’s RSUs activity is as follows: |
| For the year ended December 31, | ||||||||
| 2024 | 2025 | |||||||
| Unvested at beginning of year | ||||||||
| Granted | ||||||||
| Vested | ( | ) | ( | ) | ||||
| Forfeited | ( | ) | ( | ) | ||||
The weighted average fair values at grant date of RSUs for the years ended December 31, 2025 and December 31, 2024 were $ and $ per share, respectively.
| (3) | As of December 31, 2025, the total unrecognized share-based payment expenses related to nonvested awards was $, which is expected to be recognized over the next 3 years. |
| F-20 |
Rail Vision Ltd.
Notes
to Financial Statements
(U.S. dollars in thousands, except share and per share data)
NOTE 7 - SHAREHOLDERS’ EQUITY (Cont.)
| E. | Restricted Share Units (RSUs) and Options to employees (Cont.) |
| (4) | Options granted: |
| a) | In October 2020, the Company granted to its former CEO options to purchase ordinary shares at an exercise price of $ per share (see also subsection (e) below) subject to performance-based vesting conditions tied to cumulative order backlog targets and continued service. As the Company did not meet the required targets, all options expired in 2022 and 2024. |
For the year ended December 31, 2025, income or expenses was recognized in respect of this grant. For the years ended December 31, 2024 and 2023, the Company recognized income of $ and an expense of $, respectively, related to this grant.
| b) | On November 3, 2020, the Company granted options to purchase ordinary shares to its employees at an exercise price of $ per share (see also subsection (e) below). . For the year ended December 31, 2023, the Company recorded an expense of $, and expenses recorded in 2025 and 2024 in respect of such grant. |
| c) | On May 11, 2022, the Company granted to three officers’ options to purchase ordinary shares including to its former CEO, at an exercise price of $ per share. For the years ended December 31, 2025, 2024 and 2023, The Company recorded an expense of $, $ and $ respectively, in respect of such grant. |
| d) | On May 11, 2022, and June 6, 2022, the Company granted to four of its directors (including one former director) options to purchase ordinary shares and ordinary shares, respectively, with an exercise price of $ per share. Such options will vest one-third following 12 months from the grant date of such options, second one-third following 24 months from the grant date and the balance following 36 months. For the years ended December 31, 2025, 2024 and 2023, the Company recorded an expense of $, $ and $ respectively, in respect for such grant. |
| e) | On
September 13, 2022, in accordance with the terms of the 2017 Plan, the Board approved a modification
of |
The
modification of
| F-21 |
Rail Vision Ltd.
Notes
to Financial Statements
(U.S. dollars in thousands, except share and per share data)
NOTE 7 - SHAREHOLDERS’ EQUITY (Cont.)
| E. | Restricted Share Units (RSUs) and Options to employees (Cont.) |
| (4) | Options granted (Cont.): |
| f) | On
September 13, 2022, the Company granted options to its employees at an exercise price
of $ |
| g) | On September 13, 2022, the Company granted options to two of its officers at an exercise price of $ per share. These options expire 10 years after their grant date and vest in twelve equal quarterly tranches over a period of three years. For the years ended December 31, 2025, 2024 and 2023, the Company recorded an expense of $, $ and $ respectively, in respect for such grant. |
| h) | During
the period from June 2023 to October 2023, the Company granted a total of options to
its employees (including to its former CEO and 166 to one of its former director) at
an exercise price of $ |
| i) | In
December 2025, the Company granted options to its CEO. The grant was approved by the
Company’s shareholders at the shareholders’ meeting held on December 1, 2025.
One-third of the options shall vest on June 30, 2026, and the remaining options shall vest
in equal portions over the subsequent eight quarters thereafter. The exercise price of the
options is $ |
| (5) | RSUs granted |
| a) | During the year ended December 31, 2024, the Company granted a total of ordinary shares underlying RSUs to its employees and service providers (including to its former CEO and . For the year ended December 31, 2025 and 2024, the Company recorded an expense of $ and $ respectively, in respect for such grants. |
| b) | During the year ended December 31, 2025, the Company granted a total of ordinary shares underlying RSUs to its employees and service providers (including to its CEO and to members of the Board and the Chairman of the Board). The RSUs vest over 36 months, with one-third vesting after one year and the remaining RSUs vesting over the following eight quarters. Some RSUs vest equally over twelve quarters. In addition, certain RSUs vest with one-quarter vesting immediately upon grant and the remaining RSUs vesting over the following nine quarters. For the year ended December 31, 2025 the Company recorded an expense of $ in respect of these grants. |
| F-22 |
Rail Vision Ltd.
Notes
to Financial Statements
(U.S. dollars in thousands, except share and per share data)
NOTE 7 - SHAREHOLDERS’ EQUITY (Cont.)
| F. | Share Based Payment Expenses: |
| Year ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Cost of revenues | -- | |||||||||||
| Other financing expenses | ||||||||||||
| Research and development | ||||||||||||
| General and administrative | ||||||||||||
| Total share-based payment expense | $ | $ | $ | |||||||||
NOTE 8 - REVENUE RECOGNITION
| A. | Nature of Goods and Services |
The Company derive its revenue from two categories: (a) sales of products and (b) services.
| B. | Disaggregation of Revenue |
The following table provides information about disaggregated revenue by the nature of goods and services.
| Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Sales of products | $ | $ | $ | |||||||||
| Services | ||||||||||||
| Total | $ | $ | $ | |||||||||
| C. | Contract Balances |
The following table provides information about accounts receivable and deferred revenues from contracts with customers:
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Accounts receivable | $ | $ | ||||||
| Deferred revenue | $ | $ | ||||||
The Company receives payments from customers based upon contractual billing schedules, and accounts receivable are recorded when the right to consideration becomes unconditional.
There
are two customers that accounted for
Deferred
revenue represents amounts received by the Company for which the related revenues have not been recognized because one or more of the
revenue recognition criteria have not been met. Revenue recognized during the years ended December 31, 2025 and 2024 from amounts included
in deferred revenue at the beginning of the period was $
| F-23 |
Rail Vision Ltd.
Notes
to Financial Statements
(U.S. dollars in thousands, except share and per share data)
NOTE 8 - REVENUE RECOGNITION (Cont.)
| D. | Remaining Performance Obligations |
Transaction price allocated to remaining performance obligations (“RPO”) represents contracted revenue that has not yet been recognized, which includes deferred revenue and non-cancelable amounts that will be invoiced and recognized as revenue in future periods.
The following table provides information about our RPO:
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| RPO: | ||||||||
| Expected to be recognized within 1 year | $ | $ | ||||||
| Expected to be recognized in more than 1 year | ||||||||
| Total RPO | $ | $ | ||||||
NOTE 9 - GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION
| A. | Geographic Information |
Revenue by major geographic region is based on the location of the Company’s customers.
The information below summarizes revenue by major geographic region for the years ended December 31, 2025, 2024, and 2023:
| Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Israel | $ | $ | $ | |||||||||
| United States | ||||||||||||
| Latin and Central America | ||||||||||||
| $ | $ | $ | ||||||||||
| B. | Significant Customers |
The Company’s largest customers accounted for the following percentage of total revenue:
| Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Customer A | % | % | ||||||||||
| Customer B | % | % | ||||||||||
| Customer C | (* | ) | % | |||||||||
| Customer D | % | |||||||||||
| Customer E | (* | ) | (* | ) | % | |||||||
| Customer H | % | |||||||||||
| (*) |
| F-24 |
Rail Vision Ltd.
Notes
to Financial Statements
(U.S. dollars in thousands, except share and per share data)
NOTE 10 - RESEARCH AND DEVELOPMENT, NET
| Year ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Payroll and related expenses | $ | $ | $ | |||||||||
| Share-based payment | ||||||||||||
| R&D consumables | ||||||||||||
| Rent and office maintenance | ||||||||||||
| Depreciation | ||||||||||||
| Travel and other expenses | ||||||||||||
| $ | $ | $ | ||||||||||
NOTE 11 - GENERAL AND ADMINISTRATIVE
| Year ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Payroll and related expenses | $ | $ | $ | |||||||||
| Share-based payment | ||||||||||||
| Professional services | ||||||||||||
| Travel expenses | ||||||||||||
| Rent and office maintenance | ||||||||||||
| Depreciation | ||||||||||||
| Marketing and others | ||||||||||||
| $ | $ | $ | ||||||||||
NOTE 12 - OTHER FINANCING INCOME (EXPENSES), NET
| Year ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Amortization of a discount related to a convertible loan credit facility | $ | $ | ( | ) | $ | |||||||
| SEPA set up fees | ( | ) | ( | ) | ||||||||
| Issuance expenses attributable to derivate warrant liability | ( | ) | ||||||||||
| Interest related to loan credit facility | ( | ) | ||||||||||
| Financing related to leases | ( | ) | ( | ) | ||||||||
| Interest on deposits | ||||||||||||
| Exchange rates and others | ( | ) | ||||||||||
| $ | $ | ( | ) | $ | ||||||||
| F-25 |
Rail Vision Ltd.
Notes
to Financial Statements
(U.S. dollars in thousands, except share and per share data)
NOTE 13 - TAXES ON INCOME
| A. | The Company is subject to income taxes under Israeli tax laws: |
| 1. | The
Israeli corporate tax rate was |
| 2. | As of December 31, 2025, the Company generated net operating
losses of approximately $ |
| 3. | The Company is still in its development stage and has not generated significant revenues from its activities and has incurred substantial operating losses. Therefore, it is more likely than not that sufficient taxable income will not be available for the tax losses to be utilized in the foreseeable future. Therefore, a valuation allowance was recorded to cover the entire balance of the deferred tax assets. |
| 4. | A reconciliation of the Company’s effective tax expense to the Company’s theoretical statutory tax benefit is as follows: |
| December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Loss before taxes on income, as reported in the statements of comprehensive loss | $ | $ | $ | |||||||||
| Statutory tax rate | % | % | % | |||||||||
| Theoretical tax benefit | $ | $ | $ | |||||||||
| Losses and other items for which a valuation allowance was provided or benefit from loss carry forwards | ( | ) | ( | ) | ( | ) | ||||||
| Income tax expenses | ||||||||||||
| 5. | The Company has no uncertain tax positions and foreign sources of income. |
NOTE 14 - TRANSACTIONS AND BALANCES WITH RELATED PARTIES
Parties considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.
The
Company’s related parties include its executive officers and members of its Board. As of December 31, 2025, accrued expenses include
amounts payable to executive officers and directors in respect of compensation and directors’ fees, which were paid subsequent
to the balance sheet date.
The Company had no other material transactions or balances with related parties during the reporting periods.
| F-26 |
Rail Vision Ltd.
Notes
to Financial Statements
(U.S. dollars in thousands, except share and per share data)
NOTE 15 - LEASES
The Company’s offices are located in 15 Ha’Tidhar St., Raanana, Israel, and according to the lease agreement the current lease period is five years beginning on September 9, 2021 until September 8, 2026 (the “Lease Agreement”).
According
to the Lease Agreement, the monthly rent for the Company’s offices (excluding parking and management fees) are approximately NIS
According
to the Lease Agreement,
The lease liability and right-of-use asset reflects the expected lease term until September 8, 2026 as the Company concluded that it was not reasonably certain that the option to extend will be exercised. For information regarding a new lease agreement signed subsequent to the balance sheet date, see Note 17B below.
For
the years ended December 31, 2025, 2024 and 2023, operating lease expenses recorded in the Statements of Comprehensive Loss were $
Future lease payments under operating leases as of December 31, 2025 were as follows:
| 2026 | ||||
| Total future lease payments | ||||
| Less imputed interest | ( | ) | ||
| Total lease liability balance |
The weighted average lease term and weighted average discount rate as of December 31, 2025, was as follows:
| Operating leases weighted average remaining lease term (in years) | ||||
| Operating leases weighted average discount rate | % |
NOTE 16 - SEGMENT REPORTING
ASC 280, “Segment Reporting,” establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) the Chief Executive Officer. The Company manages its business on the basis of one reportable segment and unit and derives revenues from sales of products and services (see Note 1 for a brief description of the Company’s business and Note 8 for details on the Company’s revenue recognition).
The CODM assesses the performance of the Company and
decides how to allocate resources based on the operating results available that is also reported within the Statements of Comprehensive
Loss. The measure of segment assets that is reviewed by the CODM is reported within the Balance Sheet as Total assets.
| F-27 |
Rail Vision Ltd.
Notes
to Financial Statements
(U.S. dollars in thousands, except share and per share data)
NOTE 17 - SUBSEQUENT EVENTS
| A. | Acquisition of Majority Stake in Quantum Transportation Ltd. |
In
January 2026, the Company completed a transaction for the acquisition of a
In consideration
of
In
connection with the closing, the Company also entered into a convertible loan agreement (the “Loan Agreement”) to provide
Quantum Transportation with a loan facility of up to $
| B. | New Lease Agreement |
In March 2026, the Company entered into a new lease agreement for office premises, including a research and development facility, located in Infinity Park, Ra’anana, Israel, comprising approximately 1,230 square meters (approximately 13,240 square feet).
The Company expects to relocate its corporate headquarters to the new premises upon commencement of the lease term. Based on the terms of the new lease agreement, the Company does not expect a material change in its overall rental expenses compared to the existing lease.
As the agreement was entered into after the balance sheet date, no adjustment has been made to the consolidated financial statements as of December 31, 2025. Upon commencement of the lease, the Company expects to recognize a right-of-use asset and a corresponding lease liability in accordance with ASC 842, Leases.
| C. | ATM offering and related adjustments |
Subsequent to December 31, 2025, the Company issued additional ordinary shares under its ATM. As a result of such issuances, certain outstanding warrants were adjusted in accordance with their terms. See Note 7B(7) for additional information regarding the ATM program and Note 7B(4) for further details regarding the warrant adjustments.
| D. | Reverse Split |
On
February 4, 2026, the Company effected a one-for-thirty
| E. | “The Lion’s Roar Operation” |
On February 28, 2026, “The Lion’s Roar Operation” (the “Operation”) commenced, a joint military operation by the United States and Israel involving attacks in Iran. In response, Iran launched ballistic missiles and unmanned aerial vehicles (UAVs) toward Israel and certain states in the Persian Gulf region. These events have resulted in civilian casualties and property damage in Israel. Additionally, Hezbollah, a terrorist organization in Lebanon, joined the attacks against Israel and Israel has started military operations in Lebanon.
Following the commencement of the Operation, Israel’s Home Front Command announced a “special home front situation” and updated safety guidelines that include, among other measures, restrictions on passenger flights, limitations on gatherings, broad reserve recruitment, and temporary closure of certain businesses, which has contributed to a partial reduction in economic activity.
Subject to the continuation and/or escalation of the Operation, and given its adverse impact on economic conditions in Israel, management expects the Operation may have a negative effect on the Company. Because this is an ongoing event and there is uncertainty regarding its duration, nature and scope, management is unable to reasonably estimate the extent of the impact at this time.
| F-28 |
FAQ
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