Rail Vision (RVSN) consolidates shares in 1-for-30 reverse split effective Feb. 4, 2026

Rhea-AI Filing Summary

Rail Vision Ltd. plans a 1-for-30 reverse share split of its ordinary shares, consolidating every thirty existing shares into one new share. After the change, the number of issued and outstanding ordinary shares will decrease from 65,766,772 to approximately 2,192,226.

The reverse split will take effect for trading on the Nasdaq Capital Market on Wednesday, February 4, 2026. Authorized share capital will stay the same, and no fractional shares will be issued, with fractions above 0.5 rounded up. Outstanding warrants and options will be adjusted proportionately.

Insights

Equity Capital Markets Analyst

Rail Vision is consolidating its share count via a 1-for-30 reverse split without changing total authorized capital.

Rail Vision Ltd. is implementing a 1-for-30 reverse share split, cutting issued and outstanding ordinary shares from 65,766,772 to approximately 2,192,226. This is a structural capital move that changes share count and price per share, but not overall company value by itself.

The reverse split will apply to Nasdaq trading starting on February 4, 2026. No fractional shares will be issued; fractions above 0.5 will be rounded to the nearest whole share. All outstanding warrants and options will see proportionate adjustments to exercise prices and underlying share amounts.

The filing also notes that this update is incorporated by reference into multiple existing Form F-3 and Form S-8 registration statements, aligning those documents with the new capital structure. Subsequent disclosures may provide more insight into how the new share structure interacts with future capital-raising or compensation activity.

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 January 2026

Commission file number: 001-41334

RAIL VISION LTD.

(Translation of registrant’s name into English)

15 Ha’Tidhar St

Ra’anana, 4366517 Israel

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

CONTENTS

Rail Vision Ltd. (the “Company”) is announcing that it will effect a reverse share split of the Company’s ordinary shares at the ratio of 1-for-30, such that each thirty (30) ordinary shares, no par value per share, shall be consolidated into one (1) ordinary share, no par value per share. The first date when the Company’s ordinary shares will begin trading on the Nasdaq Capital Market after implementation of the reverse split will be Wednesday, February 4, 2026.

Following the implementation of the reverse split, the Company’s authorized share capital will remain unchanged. The reverse split will adjust the number of issued and outstanding ordinary shares of the Company from 65,766,772 ordinary shares to approximately 2,192,226 ordinary shares (subject to any further adjustments based on the treatment of fractional shares).

No fractional ordinary shares will be issued as a result of the reverse split. All fractional ordinary shares of more than 0.5 will be rounded to the nearest whole ordinary share. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding warrants and options entitling the holders to purchase ordinary shares. The new CUSIP number for the ordinary shares will be M8186D205.

This Form 6-K is 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.

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: January 30, 2026	By:	/s/ Ofer Naveh
	Name:	Ofer Naveh
	Title:	Chief Financial Officer

FAQ

What reverse share split did Rail Vision (RVSN) approve?

Rail Vision approved a 1-for-30 reverse share split of its ordinary shares. Every thirty existing ordinary shares will be consolidated into one share, reducing issued and outstanding shares from 65,766,772 to approximately 2,192,226 while keeping the authorized share capital unchanged.

When will Rail Vision’s (RVSN) reverse split take effect on Nasdaq?

The reverse split will take effect for trading on February 4, 2026. On that date, Rail Vision’s ordinary shares will begin trading on the Nasdaq Capital Market on a post-split basis, reflecting the 1-for-30 consolidation in the share price and share count.

How will Rail Vision (RVSN) handle fractional shares in the reverse split?

No fractional ordinary shares will be issued in the reverse split. Any fractional ordinary shares resulting from the 1-for-30 consolidation will be handled by rounding fractions greater than 0.5 up to the nearest whole ordinary share for affected shareholders.

Does Rail Vision’s reverse split change its authorized share capital?

The reverse share split does not change Rail Vision’s authorized share capital. Only the number of issued and outstanding ordinary shares will be adjusted by the 1-for-30 consolidation; the overall level of authorized share capital remains the same after implementation.

What happens to Rail Vision (RVSN) warrants and options after the reverse split?

All outstanding warrants and options will be adjusted proportionately. The per-share exercise price and the number of ordinary shares issuable upon exercise of each outstanding warrant and option will be modified to reflect the 1-for-30 reverse share split structure.

Is Rail Vision’s Form 6-K reverse split disclosure linked to other registrations?

Yes, this Form 6-K is incorporated by reference into several existing registration statements. It becomes part of Rail Vision’s Forms F-3 and S-8 already on file, ensuring those registrations reflect the new post-split share structure disclosed in this report.