UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
under
the Securities Exchange Act of 1934
For
the month of February 2026
Commission
file number: 001-41334
RAIL
VISION LTD.
(Translation
of registrant’s name into English)
15
Ha’Tidhar St
Ra’anana,
4366517 Israel
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
CONTENTS
Attached
hereto and incorporated herein is the Registrant’s press release issued on February 23, 2026, titled “Rail Vision Regains
Compliance with Nasdaq Minimum Bid Price Requirement.”
The
first three paragraphs in the press release attached as Exhibit 99.1 are incorporated by reference into the Registrant’s Registration
Statements on Form F-3 (File Nos. 333-271068, 333-272933, 333-277963 and 333-278645) and Form S-8 (File Nos. 333-265968, 333-281329 and
333-286652), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted,
to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT
INDEX
| Exhibit
No. |
|
|
| 99.1 |
|
Press release issued by Rail Vision Ltd. on February 23, 2026, titled “Rail Vision Regains Compliance with Nasdaq Minimum Bid Price Requirement” |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| |
Rail
Vision Ltd. |
| |
|
| Date:
February 23, 2026 |
By: |
/s/
Ofer Naveh |
| |
Name: |
Ofer
Naveh |
| |
Title: |
Chief
Financial Officer |
Exhibit
99.1

Rail
Vision Regains Compliance with Nasdaq Minimum Bid Price Requirement
Ra’anana,
Israel, February 23, 2026 (GLOBE NEWSWIRE) – Rail Vision Ltd. (Nasdaq: RVSN) (“Rail Vision” or the “Company”),
an early commercialization stage technology company focused on transforming railway safety and the rail data markets seeking, today announced
that it has received a notification letter from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”),
informing the Company that it has regained compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2).
The
Company had previously announced that it was notified by Nasdaq on September 3, 2025, that it was not in compliance with the minimum
bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2), as the closing bid price of the Company’s common shares had
been below $1.00 for more than 30 consecutive business days.
On
February 19, 2026, Nasdaq provided confirmation to the Company that for the last 10 consecutive business days, from February 4 through
February 18, 2026, the closing bid price of the Company’s common shares was $1.00 per share or greater, that the Company has hence
regained compliance with Listing Rule 5550(a)(2) and that the matter is now closed.
About
Rail Vision Ltd.
Rail
Vision is an early commercialization stage technology company focused on transforming railway safety and the rail data
market. The Company has developed cutting edge, artificial intelligence based, industry-leading technology specifically designed for
railways. The Company has developed its railway detection and systems to save lives, increase efficiency, and dramatically reduce
expenses for the railway operators. Rail Vision believes that its technology will significantly increase railway safety around the
world, while creating significant benefits and adding value to everyone who relies on the train ecosystem: from passengers using
trains for transportation to companies that use railways to deliver goods and services. In addition, the company believes that its
technology has the potential to advance the revolutionary concept of autonomous trains into a practical reality. For more
information, please visit https://www.railvision.io/
Forward-Looking
Statements
This
press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act and
other securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,”
“seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking
statements. Such expectations, beliefs and projections are expressed in good faith. However, there can be no assurance that management’s
expectations, beliefs and projections will be achieved, and actual results may differ materially from what is expressed in or indicated
by the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance
or results to differ materially from those expressed in the forward-looking statements. For a more detailed description of the risks
and uncertainties affecting the Company, reference is made to the Company’s reports filed from time to time with the Securities
and Exchange Commission (“SEC”), including, but not limited to, the risks detailed in the Company’s annual report on
Form 20-F filed with the SEC on March 31, 2025. Forward-looking statements speak only as of the date the statements are made. The Company
assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances, changes in
assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities
laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional
updates with respect thereto or with respect to other forward-looking statements. References and links to websites have been provided
as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Rail Vision
is not responsible for the contents of third-party websites.
Investor
Relations:
Michal
Efraty
investors@railvision.io