0001213900-23-068720 | 6-K | XBRL Viewer

Interim Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities
Net loss for the period	$ (5,835)	$ (5,248)
Adjustments to reconcile loss to net cash used in operating activities:
Depreciation	80	76
Share-based payment	165	289
Change in operating lease liability	(39)	(159)
Changes in operating assets and liabilities:
Increase in other current assets	(80)	(305)
Increase in Inventory	(491)
Increase (decrease) in trade accounts payable	167	(10)
Increase (decrease) in other accounts payable	624	2
Net cash used in operating activities	(5,409)	(5,355)
Cash flows from investing activities
Purchase of fixed assets	(137)
Net cash used in investing activities	(137)
Cash flows from financing activities:
Issuance of Preferred Shares		2,000
Proceeds from Safe investment		1,000
Proceeds from exercise of options		10
Issuance of shares and warrants, net of issuance expenses	5,460	13,643
Net cash provided by financing activities	5,460	16,653
Increase (Decrease) in cash, cash equivalents and restricted cash	(86)	11,298
Cash, cash equivalents and restricted cash at the beginning of the period	8,492	1,849
Cash, cash equivalents and restricted cash at the end of the period	8,406	13,147
Non Cash Activities:
Conversion of preferred shares		11,965
Conversion of a convertible debt		1,000
Deferred issuance expenses recorded in Other current assets		56
Issuance expenses recorded in Other accounts payables	$ 65

Accounting Policies, by Policy (Policies)

6 Months Ended

Jun. 30, 2023

Basis of Presentation and Significant Accounting Policies [Abstract]

Unaudited Interim Financial Statements

Unaudited Interim Financial Statements

The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In management’s opinion, the unaudited interim financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the Company’s financial position as of June 30, 2023, and the Company’s results of operations and cash flows for the six months ended June 30, 2023, and 2022. For further information, reference is made to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2022.

The results of operations for the three and six months ended June 30, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

Significant Accounting Policies

Significant Accounting Policies

The significant accounting policies followed in the preparation of these unaudited interim condensed financial statements are identical to those applied in the preparation of the latest annual financial statements, other than:

Inventories

Inventories are stated at the lower of cost or market, with cost determined using the weighted-average method of inventory accounting. The Company capitalizes labor, material, subcontractor and overhead costs as work-in-process for contracts where control has not yet passed to the customer.

Use of estimates

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. Actual results could differ from those estimates.

Significant Events in the Reporting Period

6 Months Ended

Jun. 30, 2023

Significant Events in the Reporting Period [Abstract]

SIGNIFICANT EVENTS IN THE REPORTING PERIOD

NOTE 3 - SIGNIFICANT EVENTS IN THE REPORTING PERIOD

Israel Railways Ltd. (“Israel Railways”)

On January 31, 2023 the Company signed an agreement with Israel Railways to purchase ten Rail Vision Main Line Systems and related services for a total amount of approximately $1.4 million.

According to an amended and restated cooperation agreement, dated January 19, 2020, with Israel Railways, the Company granted Israel Railways warrants to purchase 195,448 of our ordinary shares with a nominal exercise price of NIS 0.01 (approximately $0.003) per share. On January 25, 2023, Israel Railways notified the Company of its exercise of the warrants in full, and accordingly the Company issued 195,448 ordinary shares to Israel Railways.

On February 16, 2023, a leading US-based rail and leasing services company purchased a Switch Yard System for $140,000 with support, to evaluate its performance during a six-month trial, expected to be completed in September 2023.

In May 2023 the Company executed a series of transactions raising aggregate gross proceeds of $6 million (approximately $5.4 million after deducting commissions and offering expenses), as follows.

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 3,947,368 ordinary shares and (ii) in a concurrent private placement to the same investors, 3,947,368 warrants, each to purchase one ordinary share at an exercise price of $0.84 per share. The private placement warrants are exercisable upon issuance and have a 5-year term from the initial exercise date. The aggregate gross proceeds to the Company of these registered direct and private placements were approximately $3.0 million.

In a concurrent private placement that was subject to closing conditions, the Company agreed to issue an aggregate of 3,947,368 ordinary shares and 3,947,368 five-year warrants exercisable at $0.84 per share to Knorr-Bremse Systeme für Schienenfahrzeuge GmbH (“Knorr-Bremse”), the largest shareholder of the Company. The Knorr-Bremse private placement was subject to the approval by the Company’s shareholders, and the shareholders approved the placement on June 18, 2023. The aggregate gross proceeds from this placement were approximately $3.0 million.

In all transactions, the purchase price of one share and one 5-year warrant was $0.76.

General

6 Months Ended

Jun. 30, 2023

General [Abstract]

GENERAL

NOTE 1 - GENERAL

Reporting Entity

Rail Vision Ltd. (the “Company”) was incorporated and registered in Israel on April 18, 2016. The Company is a development-stage technology company that is engaged in the design, development and assembly of railway detection systems designed to solve the challenges in railway operational safety, efficiency and predictive maintenance. Our railway detection systems include different types of cameras, including optics, visible light spectrum cameras (video) and thermal cameras that transmit data to a ruggedized on-board computer which is designed to be suitable for the rough environment of a train’s locomotive.

These condensed financial statements should be read in conjunction with the Company’s audited financial statements as of December 31, 2022 and for the year ended on that date, and the accompanying notes included in the Company’s Annual Report on Form 20-F, filed with the Securities and Exchange Commission on March 23, 2023.

The Company’s activities are subject to significant risks and uncertainties, 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 from, among other things, competition associated with the industry in general, other 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.

Going Concern:

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.

Such conditions raise substantial doubts about the Company’s ability to continue as a going concern. Management’s plan includes raising funds from existing shareholders and/or outside potential investors. However, there is no assurance such funding will be available to the Company or that it will be obtained on terms favorable to the Company or will provide the Company with sufficient funds to successfully complete the development of, and to commercialize, its products. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

Unaudited Interim Condensed Statements of Changes in Temporary Equity and Shareholders’ Equity - USD ($)
$ in Thousands

Convertible Preferred A Shares

Ordinary Shares

Additional paid in capital

Accumulated Deficit

Total

Balance at Dec. 31, 2021

$ 9,965

$ 25

$ 35,987

$ (44,339)

$ (8,327)

Balance (in Shares) at Dec. 31, 2021

51,282

9,157,324

Issuance of convertible preferred shares

$ 2,000

Issuance of convertible preferred shares (in Shares)

10,256

Conversion of convertible preferred shares into ordinary shares upon completion of initial public offering

$ (11,965)

$ 8

11,957

11,965

Conversion of convertible preferred shares into ordinary shares upon completion of initial public offering (in Shares)

(61,538)

2,707,672

Issuance of units of ordinary shares and warrants in connection with the initial public offering, net of issuance expenses (**)

^[1]

$ 12

13,575

13,587

Issuance of units of ordinary shares and warrants in connection with the initial public offering, net of issuance expenses (**) (in Shares)

^[1]

3,787,241

Conversion of convertible debt into ordinary shares upon completion of initial public offering

$ 1

999

1,000

Conversion of convertible debt into ordinary shares upon completion of initial public offering (in Shares)

242,131

Issuance of ordinary shares as a result of exercise of options

^[2]

Issuance of ordinary shares as a result of exercise of options (in Shares)

1,672

Share-based payment

289

Loss for the period

(5,248)

Balance at Jun. 30, 2022

$ 46

62,817

(49,587)

13,276

Balance (in Shares) at Jun. 30, 2022

15,896,040

Balance at Dec. 31, 2022

$ 46

63,033

(54,814)

8,265

Balance (in Shares) at Dec. 31, 2022

15,896,040

Issuance of shares as a result of exercise of warrants

$ 1

(1)

Issuance of shares as a result of exercise of warrants (in Shares)

195,448

Issuance of units of ordinary shares and warrants, net of issuance expenses (*)

^[3]

$ 21

5,374

5,395

Issuance of units of ordinary shares and warrants, net of issuance expenses (*) (in Shares)

^[3]

7,894,736

Share-based payment

165

Loss for the period

(5,835)

Balance at Jun. 30, 2023

$ 68

$ 68,571

$ (60,649)

$ 7,990

Balance (in Shares) at Jun. 30, 2023

23,986,224

[1]	Issuance costs in the amount of approximately $2,060.
[2]	Represents an amount less than $1.
[3]	Issuance expenses in the amount of approximately $605.

Significant Events in the Reporting Period (Details) $ / shares in Units, $ in Thousands		1 Months Ended
	May 11, 2023 USD ($) $ / shares shares	May 31, 2023 USD ($)	Feb. 16, 2023 USD ($)	Jan. 31, 2023 USD ($)	Jan. 19, 2020 ₪ / shares shares	Jan. 25, 2023 shares	Jan. 19, 2020 $ / shares
Significant Events in the Reporting Period (Details) [Line Items]
Total amount \| $				$ 1,400
Purchase of ordinary shares \| shares					195,448
Exercise price per share \| (per share)	$ 0.84				₪ 0.01		$ 0.003
Ordinary shares issued \| shares						195,448
Purchased switch yard system \| $			$ 140,000
Aggregate gross proceeds \| $		$ 6,000
Deducting commissions and offering expenses \| $		$ 5,400
Purchase and sale of ordinary shares \| shares	3,947,368
Warrants shares \| shares	3,947,368
Private placement warrants initial exercise term.	5 years
Gross proceeds \| $	$ 3,000
Warrant year	5 years
Warrant price, per share \| $ / shares	$ 0.76
Knorr-Bremse [Member]
Significant Events in the Reporting Period (Details) [Line Items]
Exercise price per share \| $ / shares	$ 0.84
Ordinary shares issued \| shares	3,947,368
Gross proceeds \| $	$ 3,000
Exercisable warrants shares \| shares	3,947,368

Unaudited Interim Condensed Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Revenues				$ 219
Cost of revenues				(358)
Gross loss				(139)
Research and development expenses, net	(1,838)	(1,683)	(3,682)	(3,106)
General and administrative	(1,125)	(1,315)	(2,303)	(2,128)
Operating loss	(2,963)	(2,998)	(5,985)	(5,373)
Financing income, net	11	96	150	125
Net loss for the period	$ (2,952)	$ (2,902)	$ (5,835)	$ (5,248)
Basic and diluted loss per share (in Dollars per share)	$ (0.16)	$ (0.19)	$ (0.34)	$ (0.42)
Weighted average number of shares outstanding used to compute basic and diluted loss per ordinary share (in Shares)	18,891,950	15,671,472	17,337,358	12,414,547

Interim Condensed Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 8,192	$ 8,270
Restricted cash	214	222
Trade accounts receivable		115
Other current assets	420	225
Inventory	491
Total current assets	9,317	8,832
Non-current Assets:
Operating lease - right of use asset	1,004	1,151
Fixed assets, net	506	449
Total Non-current assets	1,510	1,600
Total assets	10,827	10,432
Current liabilities
Trade payables	223	56
Current operating lease liability	267	281
Other accounts payable	1,721	1,032
Total current liabilities	2,211	1,369
Non-current operating lease liability	626	798
Total liabilities	2,837	2,167
Shareholders' equity
Ordinary shares, NIS 0.01 par value	68	46
Additional paid in capital	68,571	63,033
Accumulated deficit	(60,649)	(54,814)
Total shareholders' equity	7,990	8,265
Total liabilities and shareholders' equity	$ 10,827	$ 10,432

Basis of Presentation and Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Basis of Presentation and Significant Accounting Policies [Abstract]

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Financial Statements

The results of operations for the three and six months ended June 30, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

Significant Accounting Policies

Inventories

Use of estimates

Unaudited Interim Condensed Statements of Comprehensive Loss (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Diluted loss per share	$ (0.16)	$ (0.19)	$ (0.34)	$ (0.42)
Weighted average number of shares outstanding used to compute diluted loss per ordinary share	18,891,950	15,671,472	17,337,358	12,414,547

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-7

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/exampleRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 52
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-52

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-7

+ Details

Document And Entity Information	6 Months Ended
Document And Entity Information	Jun. 30, 2023
Document Information Line Items
Entity Registrant Name	RAIL VISION LTD.
Document Type	6-K
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001743905
Document Period End Date	Jun. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity File Number	001-41334

Interim Condensed Balance Sheets (Parentheticals) - ₪ / shares	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Ordinary shares, par value	₪ 0.01	₪ 0.01