0001493152-26-014134 | 20-F | XBRL Viewer

FIXED ASSETS, NET (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 132	$ 148	$ 171

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (11,100)	$ (30,708)	$ (11,148)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

SCHEDULE OF FUTURE LEASE PAYMENTS UNDER OPERATING LEASES (Details) $ in Thousands	Dec. 31, 2025 USD ($)
Leases
2026	$ 253
Total future lease payments	253
Less imputed interest	(5)
Total lease liability balance	$ 248

SCHEDULE OF OTHER ACCOUNTS PAYABLE (Details) - USD ($)
$ in Thousands

Dec. 31, 2025

Dec. 31, 2024

Payables and Accruals [Abstract]

Employees and related expenses

$ 970

$ 800

Accrued expenses

148

420

Provision for warranty

Deferred revenues ()

^[1]

538

996

Other accounts payable

$ 1,742

$ 2,266

[1]	See also note 8.

OTHER CURRENT ASSETS

12 Months Ended

Dec. 31, 2025

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

OTHER CURRENT ASSETS

NOTE 4 - OTHER CURRENT ASSETS

Other current assets consist of the following as of December 31, 2025 and 2024:

SCHEDULE OF OTHER CURRENT ASSETS

	2025		2024
	December 31,
	2025		2024

Government institutions	$	22	$	26
Deposits at the Chamber of Commerce		48		26
Deferred cost of revenues		46		129
Prepaid expenses		196		233
Other		30		22
Other current assets	$	342	$	436

LEASES

12 Months Ended

Dec. 31, 2025

Leases

LEASES

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 79 thousand (approx. $25) in the first two years, NIS 82 thousand (approx. $26) in the third and fourth lease years and NIS 83 thousand (approx. $26) in the fifth year. All the amounts are linked to the Israeli Consumer Price Index.

According to the Lease Agreement, the Company has an option to extend the lease period for another five years from September 9, 2026, to September 8, 2031, with a monthly rent of between NIS 96 thousand (approx. $30) and NIS 102 thousand (approx. $32) over the additional lease period linked with the Israeli Consumer Price Index.

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 $402, $355 and $375, respectively.

Future lease payments under operating leases as of December 31, 2025 were as follows:


2026	253
Total future lease payments	253
Less imputed interest	(5	)
Total lease liability balance	248

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)			0.52
Operating leases weighted average discount rate			5.1	%

INVENTORIES (Tables)

12 Months Ended

Dec. 31, 2025

Inventory Disclosure [Abstract]

SCHEDULE OF INVENTORIES

Inventories consist of the following as of December 31, 2025 and 2024:

SCHEDULE OF INVENTORIES

	2025		2024
	December 31,
	2025		2024

Raw materials	$	314		225	$
Work in process		105		519
Finished goods		788		560
Inventory net	$	1,207	$	1,304

SCHEDULE OF ESTIMATED USEFUL LIFE (Details)	12 Months Ended
SCHEDULE OF ESTIMATED USEFUL LIFE (Details)	Dec. 31, 2025
Office Equipment [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Depreciation rate, percent	7.00%
Office Equipment [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Depreciation rate, percent	15.00%
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Depreciation rate, percent	33.00%
Equipment [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Depreciation rate, percent	7.00%
Equipment [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Depreciation rate, percent	15.00%
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property pant and equipment useful life	Over the shorter of the lease term (including the option) or useful life

REVENUE RECOGNITION (Tables)

12 Months Ended

Dec. 31, 2025

Revenue from Contract with Customer [Abstract]

SCHEDULE OF DISAGGREGATION OF REVENUE

The following table provides information about disaggregated revenue by the nature of goods and services.

SCHEDULE OF DISAGGREGATION OF REVENUE


	Year Ended December 31,
	2025		2024		2023
Sales of products	$	1,379	$	1,034	$	142
Services		108		266		—
Total	$	1,487	$	1,300	$	142

SCHEDULE OF ACCOUNTS RECEIVABLE AND DEFERRED REVENUE FROM CONTRACTS WITH CUSTOMERS

The following table provides information about accounts receivable and deferred revenues from contracts with customers:


	December 31,
	2025		2024
Accounts receivable	$	215	$	495

Deferred revenue	$	538	$	996

SCHEDULE OF REMAINING PERFORMANCE OBLIGATIONS

The following table provides information about our RPO:


	December 31,
	2025		2024
RPO:
Expected to be recognized within 1 year	$	1,316	$	1,989
Expected to be recognized in more than 1 year		—		54
Total RPO	$	1,316	$	2,043

TAXES ON INCOME (Tables)

12 Months Ended

Dec. 31, 2025

Income Tax Disclosure [Abstract]

SCHEDULE OF EFFECTIVE TAX EXPENSE

	2025			2024			2023
	December 31,
	2025			2024			2023
Loss before taxes on income, as reported in the statements of comprehensive loss	$	11,100		$	30,708		$	11,148

Statutory tax rate		23	%		23	%		23	%

Theoretical tax benefit	$	2,553		$	7,063		$	2,564

Losses and other items for which a valuation allowance was provided or benefit from loss carry forwards		(2,553	)		(7,063	)		(2,564	)

Income tax expenses		—			—			—

RESEARCH AND DEVELOPMENT, NET (Tables)

12 Months Ended

Dec. 31, 2025

Research and Development [Abstract]

SCHEDULE OF RESEARCH AND DEVELOPMENT, NET


	Year ended December 31,
	2025		2024		2023

Payroll and related expenses	$	5,191	$	4,216	$	5,671
Share-based payment		537		120		61
R&D consumables		441		291		696
Rent and office maintenance		473		413		416
Depreciation		126		134		151
Travel and other expenses		96		105		150
	$	6,864	$	5,279	$	7,145

GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION (Tables)

12 Months Ended

Dec. 31, 2025

Geographic And Significant Customer Information

SCHEDULE OF REVENUE BY MAJOR GEOGRAPHIC REGION

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	$	888	$	409	$	—
United States		72		363		142
Latin and Central America		527		528		—
Total revenue	$	1,487	$	1,300	$	142

SCHEDULE OF PERCENTAGE OF TOTAL REVENUE

The Company’s largest customers accounted for the following percentage of total revenue:

SCHEDULE OF PERCENTAGE OF TOTAL REVENUE

	Year Ended December 31,
	2025			2024			2023
Customer A		59.7	%		31.4	%		—
Customer B		24.3	%		40.6	%		—
Customer C		- (*	)		11.1	%		—
Customer D		—			10.4	%		—
Customer E		- (*	)		- (*	)		100	%
Customer H		11.2	%		—			—

(*)	less than 10%

Cybersecurity Risk Management and Strategy Disclosure	12 Months Ended
Cybersecurity Risk Management and Strategy Disclosure	Dec. 31, 2025
Cybersecurity Risk Management, Strategy, and Governance [Abstract]
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]	We have developed and maintain a cybersecurity risk management program, consisting of cybersecurity policies, procedures, compliance and awareness programs to mitigate risk and to ensure compliance with security, availability and confidentiality trust principles. The cybersecurity process has been integrated into our overall risk management system and process, and is solely internally managed. Management is responsible for identifying risks that threaten achievement of the control activities stated in the management’s description of the services organizations systems. Management has implemented a process for identifying relevant risks that could affect the organization’s ability to provide secure and reliable service to its users. The risk assessment occurs annually, or as business needs change, and covers identification of risks that could act against the company’s objectives as well as specific risks related to a compromise to the security of data. See “Item 3.D Risk Factors-Risks Related to Our Business and Industry- Our business and operations might be adversely affected by security breaches, including any cybersecurity incidents.” 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. The oversight of cybersecurity threats is undertaken by our Chief Operating Officer. Our organization is proudly certified to ISO 27001, demonstrating our commitment to maintaining high standards in information security management. Additionally, we benefit from the support of a trusted local subcontractor who supports our Chief Operating Officer and provides services related to Chief Information Security Officer (CISO) activities, ensuring that our security practices remain robust and effective. Our audit committee is responsible for cybersecurity oversight and monitoring risk. Management informs the audit committee of such risk by committee meetings. As of the date of this report, we are not aware of any material risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.
Cybersecurity Risk Management Processes Integrated [Flag]	true
Cybersecurity Risk Management Processes Integrated [Text Block]	The cybersecurity process has been integrated into our overall risk management system and process, and is solely internally managed. Management is responsible for identifying risks that threaten achievement of the control activities stated in the management’s description of the services organizations systems. Management has implemented a process for identifying relevant risks that could affect the organization’s ability to provide secure and reliable service to its users.
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]	false
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]	The oversight of cybersecurity threats is undertaken by our Chief Operating Officer.
Cybersecurity Risk Management Positions or Committees Responsible [Flag]	true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]	Our audit committee is responsible for cybersecurity oversight and monitoring risk. Management informs the audit committee of such risk by committee meetings.

FIXED ASSETS, NET (Tables)

12 Months Ended

Dec. 31, 2025

Property, Plant and Equipment [Abstract]

SCHEDULE OF FIXED ASSETS, NET

Fixed assets, net consist of the following as of December 31, 2025 and 2024:

SCHEDULE OF FIXED ASSETS, NET

	2025		2024
	December 31,
	2025		2024
Cost:

Computers and software	$	847	$	734
Laboratory equipment		408		408
Furniture and office equipment		171		169
Leasehold improvement		150		149
		1,576		1,460
Accumulated depreciation:

Computers and software	$	817	$	751
Laboratory equipment		321		275
Furniture and office equipment		39		34
Leasehold improvement		103		88
Accumulated depreciation		1,280		1,148

Carrying amount	$	296	$	312

LEASES (Tables)

12 Months Ended

Dec. 31, 2025

Leases

SCHEDULE OF FUTURE LEASE PAYMENTS UNDER OPERATING LEASES

Future lease payments under operating leases as of December 31, 2025 were as follows:


2026	253
Total future lease payments	253
Less imputed interest	(5	)
Total lease liability balance	248

SCHEDULE OF WEIGHTED AVERAGE LEASE TERM AND WEIGHTED AVERAGE DISCOUNT RATE

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)			0.52
Operating leases weighted average discount rate			5.1	%

SCHEDULE OF FIXED ASSETS, NET (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Property, Plant and Equipment [Line Items]
Property plant and equipment gross	$ 1,576	$ 1,460
Accumulated depreciation	1,280	1,148
Carrying amount	296	312
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment gross	847	734
Accumulated depreciation	817	751
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment gross	408	408
Accumulated depreciation	321	275
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment gross	171	169
Accumulated depreciation	39	34
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment gross	150	149
Accumulated depreciation	$ 103	$ 88

SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2025

Accounting Policies [Abstract]

SCHEDULE OF ESTIMATED USEFUL LIFE

	%
Office furniture and equipment		7-15
Computer software and electronic equipment		33
Laboratory equipment		7-15
Leasehold improvements		Over the shorter of the lease term (including the option) or useful life

SCHEDULE OF EFFECTIVE TAX EXPENSE (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Loss before taxes on income, as reported in the statements of comprehensive loss	$ 11,100	$ 30,708	$ 11,148
Statutory tax rate	23.00%	23.00%	23.00%
Theoretical tax benefit	$ 2,553	$ 7,063	$ 2,564
Losses and other items for which a valuation allowance was provided or benefit from loss carry forwards	(2,553)	(7,063)	(2,564)
Income tax expenses

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

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+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

SUBSEQUENT EVENTS (Details Narrative) $ in Thousands				1 Months Ended			12 Months Ended
SUBSEQUENT EVENTS (Details Narrative) $ in Thousands	Feb. 26, 2026	Feb. 04, 2026	Jan. 01, 2026 USD ($) shares	Mar. 31, 2026 USD ($)	Mar. 31, 2026 ILS (₪)	Jan. 31, 2026 USD ($)	Dec. 31, 2025 USD ($) shares	Dec. 31, 2025 ILS (₪) shares	Dec. 31, 2024 USD ($) shares	Dec. 31, 2023 USD ($)
Subsequent Event [Line Items]
Common stock share issued \| shares							2,014,263	2,014,263	1,264,757
Convertible loan receivable									$ 1,500
Lease term, description							the Company has an option to extend the lease period for another five years from September 9, 2026, to September 8, 2031, with a monthly rent of between NIS 96 thousand (approx. $30) and NIS 102 thousand (approx. $32) over the additional lease period linked with the Israeli Consumer Price Index.	the Company has an option to extend the lease period for another five years from September 9, 2026, to September 8, 2031, with a monthly rent of between NIS 96 thousand (approx. $30) and NIS 102 thousand (approx. $32) over the additional lease period linked with the Israeli Consumer Price Index.
Monthly rent for the company's office							$ 25	₪ 79,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Common stock share issued \| shares			99,424
Fair value consideration value						$ 1,000
Credit loan amount maximum			$ 700
Interest rate per annum			8.00%
Convertible loan receivable			$ 100
Reverse stock split ratio		(1-for-30)
Subsequent Event [Member] \| New Lease Agreement [Member]
Subsequent Event [Line Items]
Lease term, description	The lease term is for an initial period of five years commencing on October 1, 2026, with an option to extend for an additional five-year period.
Monthly rent for the company's office				$ 30,500	₪ 97,000
Quantum Transportation Ltd [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Ownership acquisition percentage			51.00%

TRANSACTIONS AND BALANCES WITH RELATED PARTIES

12 Months Ended

Dec. 31, 2025

TRANSACTIONS AND BALANCES WITH RELATED PARTIES

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.

Rail Vision Ltd.

Notes to Financial Statements
(U.S. dollars in thousands, except share and per share data)

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

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+ Details

OTHER FINANCING INCOME (EXPENSES), NET (Tables)

12 Months Ended

Dec. 31, 2025

Other Income and Expenses [Abstract]

SCHEDULE OF OTHER FINANCING INCOME (EXPENSES), NET


	Year ended December 31,
	2025			2024			2023

Amortization of a discount related to a convertible loan credit facility	$	—		$	(1,229	)	$	—
SEPA set up fees		(50	)		(372	)		—
Issuance expenses attributable to derivate warrant liability		—			(140	)		—
Interest related to loan credit facility		—			(14	)		—
Financing related to leases		(58	)		(21	)		7
Interest on deposits		912			272			173
Exchange rates and others		211			(19	)		75
	$	1,015		$	(1,523	)	$	255

SCHEDULE OF WEIGHTED AVERAGE LEASE TERM AND WEIGHTED AVERAGE DISCOUNT RATE (Details)	Dec. 31, 2025
Leases
Operating leases weighted average remaining lease term (in years)	6 months 7 days
Operating leases weighted average discount rate	5.10%

SCHEDULE OF RSUs ACTIVITY (Details) - Restricted Stock Unit [Member] - shares	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock unit outstanding beginning	87,646
Restricted stock unit Granted	153,459	100,200
Restricted stock unit Vested	(72,457)	(7,588)
Restricted stock unit Forfeited	(10,995)	(4,966)
Restricted stock unit outstanding endning	157,653	87,646

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

+ Details

SHAREHOLDERS’ EQUITY

12 Months Ended

Dec. 31, 2025

Equity [Abstract]

SHAREHOLDERS’ EQUITY

NOTE 7 - SHAREHOLDERS’ EQUITY

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 (i) the cancelation of the par value of the Company’s registered and issued ordinary shares; (ii) an increase of the Company’s registered share capital from 12,500,000 ordinary shares to 100,000,000 ordinary shares; and (iii) to amend the Company’s Amended and Restated Articles of Association accordingly.

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 1,009 warrants to purchase ordinary shares to the SAFE investors. The warrants are exercisable at an exercise price of $991.20 per ordinary share, became exercisable upon issuance, and will expire five years from their issuance date (April 2027). These warrants are classified as equity instruments in accordance with ASC 815-40.

(2)

On April 4, 2022, the Company completed its IPO. As part of the securities issued pursuant to the IPO the Company issued warrants exercisable into an aggregate of 18,147 ordinary shares. These warrants are exercisable at an exercise price of $991.20 per ordinary share, became exercisable upon issuance, and will expire five years from the IPO date (April 2027). These warrants are classified as equity instruments in accordance with ASC 815-40.

Rail Vision Ltd.

Notes to Financial Statements
(U.S. dollars in thousands, except share and per share data)

NOTE 7 - SHAREHOLDERS’ EQUITY (Cont.)

Issuance of Ordinary shares and warrants (Cont.):

(3)

In May 2023, the Company executed a series of transactions raising aggregate gross proceeds of $6,000 (approximately $5,397after deducting issuance costs), 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 16,447 ordinary shares and (ii) in a concurrent private placement to the same investors, for the issuance of 16,447 warrants, each to purchase one ordinary share at an exercise price of $201.6 per share. The private placement warrants were exercisable upon issuance and have a 5-year term from the initial exercise date. These warrants are being accounted for as equity instruments in accordance with the guidance contained in ASC 815-40. The aggregate gross proceeds to the Company of the registered direct offering and concurrent private placement were approximately $3,000.

In a concurrent private placement, the Company issued an aggregate of 16,447 ordinary shares and 16,447 five-year warrants exercisable at $201.6 per share to an additional investor. This transaction was subject to approval by the Company’s shareholders, and the shareholders approved the transaction on June 18, 2023. The aggregate gross proceeds from this placement were approximately $3,000.

In January 2024, the investors from the private placement from May 2023 exercised 16,447 warrants to purchase ordinary shares on a cashless basis. As a result of the cashless exercises, the Company issued 6,033 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 $6,000, with an additional amount of up to $3,000 subject to certain conditions (the “Credit Facility”). The Credit Facility bore interest at 8% per annum. An initial drawdown of $1,500 was made upon execution.

The Credit Facility was terminated on March 1, 2024, upon the Company’s completion of equity financing transactions exceeding $5,000 in aggregate in connection with the January 2024 PIPE (see Note 7B(5)), resulting in the termination of the Lender’s remaining funding obligations, according to the Credit Facility agreement.

Until the completion of an equity financing transactions in an aggregate amount of at least $5,000, the Company had the right to convert up to $1,500 of the outstanding loan balance, including accrued interest, into ordinary shares in connection with a financing transaction. In connection with the January 2024 PIPE, $500 of the outstanding loan was converted into equity (see Note 7B(5)).

As part of the Credit Facility, the Company issued warrants to purchase ordinary shares (the “Facility Warrants”). The Facility Warrants were initially exercisable for 80,645 ordinary shares at an exercise price of $93.00 per share and have a contractual term of five years.

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 $1,229, which was recorded as a discount to the Credit Facility and fully amortized upon termination of the Credit Facility (as detailed above). Accordingly, the Company recognized $1,229 in “Other financing income (expenses), net”, for the year ended December 31, 2024.

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 $6,143.

Rail Vision Ltd.

Notes to Financial Statements
(U.S. dollars in thousands, except share and per share data)

NOTE 7 - SHAREHOLDERS’ EQUITY (Cont.)

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 $12.24 per share and an increase in the number of ordinary shares issuable upon exercise to 612,745 shares.

During the year ended December 31, 2024, 374,000 Facility Warrants have been exercised resulting in gross proceeds of approximately $4,578 to the Company.

During the year ended December 31, 2025, additional 198,333 Facility Warrants have been exercised resulting in additional gross proceeds of approximately $2,428 to the Company.

As of December 31, 2025, 40,411 Facility Warrants remained outstanding at an exercise price of $12.24. Subsequent to the balance sheet date, as a result of additional adjustments triggered by ordinary shares issued under the Company’s at-the-market (ATM) offering program (see Note 7B(7)), the number of the remaining Facility Warrants was adjusted to 42,190 and the exercise price was adjusted to $11.724 per ordinary share.

(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 $3,500, consisting of (i) $3,000 in gross cash proceeds from investors ($2,961 net of issuance costs) and (ii) the conversion of $500 of outstanding loan under the Credit Facility.

Pursuant to the definitive documentation, the Company issued an aggregate of 118,473 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 $29.5425, as fixed in the binding term sheet.

The pre-funded warrants were immediately exercisable at an exercise price of $0.0001 per ordinary share and do not expire until exercised in full. The common warrants, a total of 177,710, were exercisable upon issuance at an exercise price of $29.5425 per share and had a contractual term of 5.5 years, in each case subject to customary adjustments and anti-dilution protection.

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 $5,250 ($5,063 net of issuance costs).

Rail Vision Ltd.

Notes to Financial Statements
(U.S. dollars in thousands, except share and per share data)

NOTE 7 - SHAREHOLDERS’ EQUITY (Cont.)

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 $20.0 million (the “Commitment Amount”), of its ordinary shares during the 36 months following the execution of the SEPA, subject to the restrictions and satisfaction of the conditions in SEPA. At the Company’s 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 volume-weighted average prices (“VWAPs”) during a three consecutive trading day period commencing on the date that the Company, subject to certain limitations, deliver a notice to Yorkville that it is committing Yorkville to purchase such ordinary shares, (the “Advance Shares”). The Company may also specify a certain minimum acceptable price (“MAP”) per share for each Advance.

As consideration for Yorkville’s irrevocable commitment to purchase the Company’s ordinary shares up to the Commitment Amount, the Company issued 9,623 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 $152 and $10, respectively.

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 $30.0 million, while all other terms of the SEPA remained unchanged.

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 470,553 ordinary shares to Yorkville as Advance Shares (not including the Commitment Shares) for aggregate gross proceeds of approximately $10,771. An amount of $1,346 was recorded as expenses in “Revaluation of derivatives and warrants liabilities” regarding this issuance of ordinary shares.

During the year ended December 31, 2025, the Company issued an aggregate of 269,810 additional ordinary shares to Yorkville, resulting in additional aggregate gross proceeds of approximately $7,537 to the Company.

An amount of $380 and $1,346 was recorded as expenses in “Revaluation of derivatives, warrant liabilities and other” regarding these issuances of ordinary shares, for the years ended December 31, 2025, and December 31, 2024, respectively.

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.

Rail Vision Ltd.

Notes to Financial Statements
(U.S. dollars in thousands, except share and per share data)

NOTE 7 - SHAREHOLDERS’ EQUITY (Cont.)

Issuance of Ordinary shares and warrants (Cont.):

(7)

At-the-Market Offering

On April 24, 2025, the Company entered into a Sales Agreement (the “ATM Sales Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”), pursuant to which the Company may offer and sell, from time to time through A.G.P., ordinary shares in an at-the-market (“ATM”) offering for aggregate gross proceeds of up to $11.3 million. The ATM offering is conducted under the Company’s shelf registration statement on Form F-3, which was declared effective by the SEC on April 23, 2024. A.G.P. acts as sales agent and is entitled to a 3.0% commission on gross proceeds from any sales.

During the year ended December 31, 2025, the Company sold an aggregate of 175,574 ordinary shares under the ATM Sales Agreement, for total gross proceeds of approximately $2,195.

On December 5, 2025, the Company increased the aggregate offering price of the ATM to up to approximately $13.7 million. The updated maximum amount does not include approximately $2.19 million of ordinary shares sold under the ATM Sales Agreement prior to that date.

Subsequent to December 31, 2025, the Company issued an additional 78,500 ordinary shares, resulting in gross proceeds of approximately $894 thousand.

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 16,667 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, $11.46 per share, resulting in an expense of $191 for each service provider ($382 in total) recorded for the year ended December 31, 2025, within general and administrative expenses.

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 309,625 ordinary shares.

Rail Vision Ltd.

Notes to Financial Statements
(U.S. dollars in thousands, except share and per share data)

NOTE 7 - SHAREHOLDERS’ EQUITY (Cont.)

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 $9.0 – $25.5, expected volatility of 68%, risk-free interest rates of 2.83% – 3.66%, dividend yield of 0%, and expected life of the options of up to 10 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		6,018			513.9		6.79		9,877			489.6		6.16		7,907			528.0		8.2
Granted		17,400			15.318		9.91		—			—		—		2,291			444.0		9.75
Exercised		—			—		—		—			—		—		—			—		—
Forfeited or expired		(121	)		444.0		—		(3,859	)		444.0		—		(321	)		444.0		—

Outstanding as of end of period		23,297			141.85		8.88		6,018			513.9		6.79		9,877			489.6		6.16
Exercisable as of end of period		5,469			520.79		5.65		4,571			536.1		6.28		5,246			523.2		4.12

(*)	Regarding repricing during 2022, see Note 7E(4)(e) below.

The weighted average fair value of options granted during the years ended December 31, 2025, 2024 and 2023 was $0.21, $0.53 and $0.13 and per share, respectively.

(2)

A summary of the Company’s RSUs activity is as follows:

SCHEDULE OF RSUs ACTIVITY

	For the year ended December 31,
	2024			2025

Unvested at beginning of year		—			87,646
Granted		100,200			153,459
Vested		(7,588	)		(72,457	)
Forfeited		(4,966	)		(10,995	)
		87,646			157,653

The weighted average fair values at grant date of RSUs for the years ended December 31, 2025 and December 31, 2024 were $0.41 and $0.53 per share, respectively.

(3)

As of December 31, 2025, the total unrecognized share-based payment expenses related to nonvested awards was $2,356, which is expected to be recognized over the next 3 years.

Rail Vision Ltd.

Notes to Financial Statements
(U.S. dollars in thousands, except share and per share data)

NOTE 7 - SHAREHOLDERS’ EQUITY (Cont.)

Restricted Share Units (RSUs) and Options to employees (Cont.)

(4)

Options granted:

In October 2020, the Company granted to its former CEO options to purchase 257 ordinary shares at an exercise price of $1,473.30 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 257 options expired in 2022 and 2024.

For the year ended December 31, 2025, no income or expenses was recognized in respect of this grant. For the years ended December 31, 2024 and 2023, the Company recognized income of $67 and an expense of $20, respectively, related to this grant.

On November 3, 2020, the Company granted options to purchase 238 ordinary shares to its employees at an exercise price of $1,473.30 per share (see also subsection (e) below). These options expire 10 years after their grant date and vest over three years in nine tranches. One-third of the options vested on November 3, 2021, and the remainder vest in eight equal quarterly tranches over a period of two years thereafter. For the year ended December 31, 2023, the Company recorded an expense of $45, and no expenses recorded in 2025 and 2024 in respect of such grant.

On May 11, 2022, the Company granted to three officers’ options to purchase 2,280 ordinary shares including 650 to its former CEO, at an exercise price of $444.00 per share. These options expire 10 years after their grant date and vest over three years in nine tranches. One-third of the options vested on May 11, 2023 and the remainder vest in eight equal quarterly tranches over a period of two years thereafter. For the years ended December 31, 2025, 2024 and 2023, The Company recorded an expense of $18, $49 and $96 respectively, in respect of such grant.

On May 11, 2022, and June 6, 2022, the Company granted to four of its directors (including one former director) options to purchase 499 ordinary shares and 166 ordinary shares, respectively, with an exercise price of $444.00 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 $8, $20 and $27 respectively, in respect for such grant.

On September 13, 2022, in accordance with the terms of the 2017 Plan, the Board approved a modification of 1,565 outstanding options held by officers and employees that had an exercise price of $1,473.30 per share and reduced the exercise price to $444.00 per share. This resolution was effective from November 3, 2022, after receiving approval from the Israeli Tax Authorities. The Company calculated the fair value of such options immediately before and after the modification. The Company immediately recognized the additional fair value attributable to vested options, approximately $51, as share based payment expenses. The additional fair value resulting from the modification, approximately $30, is being expensed over the remaining vesting period of the modified options.

The modification of 1,534 additional outstanding options held by the Company’s former CEO and two Directors was approved by the Board and the Company’s shareholders.

Rail Vision Ltd.

Notes to Financial Statements
(U.S. dollars in thousands, except share and per share data)

NOTE 7 - SHAREHOLDERS’ EQUITY (Cont.)

Restricted Share Units (RSUs) and Options to employees (Cont.)

(4)

Options granted (Cont.):

On September 13, 2022, the Company granted 1,050 options to its employees at an exercise price of $444.00 per share. These options expire 10 years after their grant date and vest over three years in nine tranches. One-third of the options vested on September 13, 2023 and the remainder vest in eight equal quarterly tranches over a period of two years thereafter. For the years ended December 31, 2025, 2024 and 2023, the Company recorded an expense of $5, $19 and $22 respectively, in respect for such grant.

On September 13, 2022, the Company granted 417 options to two of its officers at an exercise price of $444.00 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 $5, $7 and $12 respectively, in respect for such grant.

During the period from June 2023 to October 2023, the Company granted a total of 2,291 options to its employees (including 1,417 to its former CEO and 166 to one of its former director) at an exercise price of $444.00 per share. These options expire 10 years after their grant date and vest over three years in nine tranches. One-third of the options vested on June 18, 2024 and the remainder vest in eight equal quarterly tranches over a period of two years thereafter. For the year ended December 31, 2025 and 2024 and 2023, the Company recorded an expense of $13, $14 and $5 respectively, in respect of such grants.

In December 2025, the Company granted 17,400 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 $15.318 per share. For the year ended December 31, 2025, the Company recognized share-based compensation expenses of approximately $19 thousand in respect of this grant.

(5)

RSUs granted

During the year ended December 31, 2024, the Company granted a total of 100,200 ordinary shares underlying RSUs to its employees and service providers (including 11,200 to its former CEO and 13,035 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. For the year ended December 31, 2025 and 2024, the Company recorded an expense of $470 and $172 respectively, in respect for such grants.

During the year ended December 31, 2025, the Company granted a total of 149,467 ordinary shares underlying RSUs to its employees and service providers (including 27,000 to its CEO and 18,167 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 $541 in respect of these grants.

Rail Vision Ltd.

Notes to Financial Statements
(U.S. dollars in thousands, except share and per share data)

NOTE 7 - SHAREHOLDERS’ EQUITY (Cont.)

Share Based Payment Expenses:

The total share-based payment expense related to shares, options and RSUs granted to employees and service providers comprised, at each period, as follows:


	Year ended December 31,
	2025		2024		2023

Cost of revenues		7		- --		—
Other financing expenses		—		152		—
Research and development		537		120		61
General and administrative		916		126		212
Total share-based payment expense	$	1,460	$	398	$	273

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

SCHEDULE OF INVENTORIES (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Inventory Disclosure [Abstract]
Raw materials	$ 314	$ 225
Work in process	105	519
Finished goods	788	560
Inventory net	$ 1,207	$ 1,304

SCHEDULE OF GENERAL AND ADMINISTRATIVE (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Interim Period, Costs Not Allocable [Line Items]
Share-based payment	$ 0	$ 67	$ 20
General and administrative expenses	5,423	4,175	4,339
General and Administrative Expenses [Member]
Interim Period, Costs Not Allocable [Line Items]
Payroll and related expenses	2,219	1,733	1,815
Share-based payment	916	126	212
Professional services	1,667	1,593	1,635
Travel expenses	113	84	61
Rent and office maintenance	158	138	139
Depreciation	6	13	20
Marketing and others	344	488	457
General and administrative expenses	$ 5,423	$ 4,175	$ 4,339

SCHEDULE OF ACCOUNTS RECEIVABLE AND DEFERRED REVENUE FROM CONTRACTS WITH CUSTOMERS (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Revenue from Contract with Customer [Abstract]
Accounts receivable	$ 215	$ 495
Deferred revenue	$ 538	$ 996

SCHEDULE OF PERCENTAGE OF TOTAL REVENUE (Details) - Revenue Benchmark [Member] - Customer Concentration Risk [Member]

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Customer A [Member]

Product Information [Line Items]

Revenue percentage

59.70%

31.40%

Customer B [Member]

Product Information [Line Items]

Revenue percentage

24.30%

40.60%

Customer C [Member]

Product Information [Line Items]

Revenue percentage

^[1]

11.10%

Customer D [Member]

Product Information [Line Items]

Revenue percentage

10.40%

Customer E [Member]

Product Information [Line Items]

Revenue percentage

^[1]

100.00%

Customer H [Member]

Product Information [Line Items]

Revenue percentage

11.20%

[1]	less than 10%

SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($)

1 Months Ended

5 Months Ended

12 Months Ended

Dec. 05, 2025

Aug. 25, 2025

Apr. 24, 2025

Feb. 26, 2025

Oct. 07, 2024

Jun. 29, 2024

Mar. 01, 2024

Feb. 21, 2024

Jan. 31, 2024

Jan. 30, 2024

Jan. 09, 2024

Jun. 18, 2023

May 11, 2023

Sep. 13, 2022

Jun. 06, 2022

May 11, 2022

Apr. 04, 2022

Nov. 03, 2020

Oct. 31, 2020

Dec. 31, 2025

Feb. 29, 2024

Jan. 31, 2024

May 31, 2023

Apr. 30, 2022

Oct. 31, 2020

Oct. 31, 2023

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Dec. 25, 2025

Accumulated Other Comprehensive Income (Loss) [Line Items]

Company transaction description

(i) the cancelation of the par value of the Company’s registered and issued ordinary shares; (ii) an increase of the Company’s registered share capital from 12,500,000 ordinary shares to 100,000,000 ordinary shares; and (iii) to amend the Company’s Amended and Restated Articles of Association accordingly.

Ordinary shares authorized

100,000,000,000

100,000,000

12,500,000,000

Exercise price, per share

$ 0.0001

$ 201.6

$ 0.0001

$ 991.20

Gross proceeds

$ 6,000,000

Deducting issuance costs

$ 5,397,000

Purchase and sale of shares

16,447

Issuance of warrants

16,447

Exercise term

5 years

Proceeds from private placements

$ 3,000,000

Number of units sold

118,473

Aggregate of ordinary share

6,033

Warrants exercisable shares

16,447

Credit facility

$ 6,000,000

Other additional capital

3,000,000

First payment

$ 5,000,000

1,500,000

Principal payment

5,000,000

Outstanding loans

$ 500,000

Aggregate exercise amount

$ 80,645,000

Other financing income expense

$ 152,000

10,000

Warrant liabilities to additional paid in capital in amount

$ 6,143,000

Facility warrants exercised shares

177,710

198,333

374,000

Gross proceeds

$ 2,428,000

$ 4,578,000

Issuance costs

$ 2,961,000

Share price

$ 29.5425

$ 11.46

$ 29.5425

$ 11.46

Proceeds from warrant exercises

$ 2,204,000

9,687,000

Net of issuance costs

$ 9,585,000

13,731,000

5,397,000

Commitment shares

78,500

Commitment amount

$ 30,000,000.0

Issuance of common stock

$ 2,190,000

Warrants liabilities

$ (380,000)

(20,181,000)

Revaluation of derivatives and warrants liabilities other

380,000

$ 1,346,000

Intra-Entity Agreement, Description

Deferred Offering Costs

$ 13,700,000

Additional Paid in Capital, Common Stock

$ 894,000

894,000

Granted options to purchase

16,667

Expense

191,000

General and Administrative Expense

$ 382,000

Weighted average volatility

68.00%

Weighted average fair value of options granted per share

$ 0.21

$ 0.53

$ 0.13

Total unrecognized share-based payment expenses related to nonvested awards

$ 2,356,000

Options expired

257

Share-based payment

$ 67,000

$ 20,000

Vesting rights

hese options expire 10 years after their grant date and vest over three years in nine tranches. One-third of the options vested on September 13, 2023 and the remainder vest in eight equal quarterly tranches over a period of two years thereafter

Number of options, Granted

1,050

Outstanding options

1,565

May 11 2022 [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Share-based payment

18,000

49,000

96,000

September 13 2022 [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Share-based payment

$ 5,000

19,000

22,000

Employees [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Granted options to purchase

2,291

100,200

Dividend yields percentage

0.00%

Granted options shares

238

257

Weighted average exercise price, Granted

$ 1,473.30

Share-based payment

$ 45,000

$ 0

Vesting rights

These options expire 10 years after their grant date and vest over three years in nine tranches. One-third of the options vested on May 11, 2023 and the remainder vest in eight equal quarterly tranches over a period of two years thereafter.

These options expire 10 years after their grant date and vest over three years in nine tranches. One-third of the options vested on November 3, 2021, and the remainder vest in eight equal quarterly tranches over a period of two years thereafter

Reduced the exercise price

$ 15.318

$ 444.00

Officer [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Weighted average exercise price, Granted

$ 444.00

Share-based payment

$ 5,000

$ 7,000

12,000

Number of options, Granted

417

2,280

Chief Executive Officer [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Granted options to purchase

1,417

11,200

Weighted average exercise price, Granted

$ 444.00

Share-based payment

$ 13,000

$ 14,000

5,000

Vesting rights

These options expire 10 years after their grant date and vest over three years in nine tranches. One-third of the options vested on June 18, 2024 and the remainder vest in eight equal quarterly tranches over a period of two years thereafter.

13,035 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

Number of options, Granted

650

Outstanding options

1,534

Share-based payment

$ 19,000

Share-based payment

470,000

172,000

Director [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Weighted average exercise price, Granted

$ 444.00

Share-based payment

$ 8,000

$ 20,000

27,000

Number of options, Granted

499

Ordinary shares

166

Officers And Employees [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Weighted average exercise price, Granted

$ 1,473.30

Reduced the exercise price

$ 444.00

Employees One [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Share-based payment

$ 51,000

Additional fair value

$ 30,000

Minimum [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Share price

9.0

$ 9.0

Risk free interest rates

2.83%

Maximum [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Share price

$ 25.5

Risk free interest rates

3.66%

2017 Plan [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Exceed ordinary shares

309,625

Standby Equity Purchase Agreement [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

commitment amount

$ 20,000,000.0

ordinary shares percentage

97.00%

Commitment shares

9,623

269,810

470,553

Issuance of common stock

$ 7,537,000

$ 10,771,000

Warrants liabilities

1,346

ATM Sales Agreement [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Shares sold

175,574

Stock Issued During Period, Value, New Issues

$ 2,195,000

Common Stock [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Proceeds from private placements

3,000

Outstanding line of credit

500

Credit Facility Agreement [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Warrants issuance amount

1,229,000

Other financing income expense

$ 1,229,000

Facility Warrant [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Warrant exercise price decrease

$ 12.24

Facility warrant shares

612,745

Warrant [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Exercisable per share

$ 93.00

PIPE Pre Funded Warrants [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Proceeds from warrant exercises

$ 5,250,000

Net of issuance costs

$ 5,063,000

Credit Facility Agreement [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Accrues interest at a rate

8.00%

Antidilution [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Warrsnta term

5 years 6 months

Investor [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Purchase agreement consideration

$ 3,500

Warrant [Member] | Knorr Bremse [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Exercise price, per share

$ 201.6

Share-Based Payment Arrangement, Option [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Weighted average life of the options

10 years

Restricted Stock Unit [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Weighted average fair value

$ 0.41

$ 0.53

Restricted Stock Units (RSUs) [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Granted options to purchase

17,400

149,467

Share-based payment

$ 541,000

Vested options to purchase

18,167

27,000

IPO [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Sale of stock description

Private Placement [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Number of units sold

16,447

Aggregate of ordinary share

16,447

Common Stock [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Converted ordinary shares

1,009

Number of units sold

^[1]

9,623

Warrant liabilities to additional paid in capital in amount

Issuance costs

$ 121,000

$ 252,000

$ 603,000

Warrant [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Exercise price, per share

$ 12.24

Warrants outstanding

40,411,000

Aggregate exercise amount

42,190,000

Exercisable per share

$ 11.724

[1]	Retroactively adjusted to reflect a reverse share split of the Company’s ordinary shares effected on February 4, 2026 (see Note 1B).

OTHER ACCOUNTS PAYABLE

12 Months Ended

Dec. 31, 2025

Payables and Accruals [Abstract]

OTHER ACCOUNTS PAYABLE

NOTE 6 - OTHER ACCOUNTS PAYABLE

Other accounts payable consist of the following as of December 31, 2025 and 2024:

SCHEDULE OF OTHER ACCOUNTS PAYABLE


	December 31,
	2025		2024

Employees and related expenses	$	970	$	800
Accrued expenses		148		420
Provision for warranty		86		50
Deferred revenues (*)		538		996
Other accounts payable	$	1,742	$	2,266

(*)

See also note 8.

Cover - shares	12 Months Ended
Cover - shares	Dec. 31, 2025	Mar. 25, 2026
Entity Addresses [Line Items]
Document Type	20-F
Amendment Flag	false
Document Registration Statement	false
Document Annual Report	true
Document Transition Report	false
Document Shell Company Report	false
Document Period End Date	Dec. 31, 2025
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2025
Current Fiscal Year End Date	--12-31
Entity File Number	001-41334
Entity Registrant Name	RAIL VISION LTD.
Entity Central Index Key	0001743905
Entity Incorporation, State or Country Code	L3
Entity Address, Address Line One	15 Ha’Tidhar St
Entity Address, City or Town	Ra’anana
Entity Address, Country	IL
Entity Address, Postal Zip Code	4366517
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	true
Document Accounting Standard	U.S. GAAP
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		2,192,186
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Firm ID	1197
Auditor Name	Brightman Almagor Zohar & Co.
Auditor Location	Tel Aviv, Israel
Ordinary shares, no par value
Entity Addresses [Line Items]
Title of 12(b) Security	Ordinary shares, no par value
Trading Symbol	RVSN
Security Exchange Name	NASDAQ
Warrants to purchase ordinary shares, no par value
Entity Addresses [Line Items]
Title of 12(b) Security	Warrants to purchase ordinary shares, no par value
Trading Symbol	RVSNW
Security Exchange Name	NASDAQ
Business Contact [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	15 Ha’Tidhar St
Entity Address, City or Town	Ra’anana
Entity Address, Country	IL
Entity Address, Postal Zip Code	4366517
City Area Code	+972
Local Phone Number	9-957-7706
Contact Personnel Name	David BenDavid
Contact Personnel Email Address	Email: marketing@railvision.io

SCHEDULE OF OPTION ACTIVITY FOR OPTIONS TO EMPLOYEES, OFFICERS AND DIRECTORS (Details) - $ / shares

1 Months Ended

12 Months Ended

Sep. 13, 2022

Oct. 31, 2020

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Dec. 31, 2022

Subsidiary, Sale of Stock [Line Items]

Weighted average remaining contractual life, Outstanding at end of period

8 years 10 months 17 days

6 years 9 months 14 days

6 years 1 month 28 days

8 years 2 months 12 days

Number of options, Granted

1,050

Weighted average remaining contractual life, Outstanding at beginning of period

9 years 10 months 28 days

9 years 9 months

Number of options, Forfeited

(257)

Weighted average remaining contractual life, Exercisable at end of period

5 years 7 months 24 days

6 years 3 months 10 days

4 years 1 month 13 days

Employee Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Number of options, Outstanding at beginning of period

6,018

9,877

7,907

Weighted average exercise price, Outstanding at beginning of period

$ 513.9

$ 489.6

^[1]

$ 528.0

^[1]

Number of options, Granted

17,400

2,291

Weighted average exercise price, Granted

$ 15.318

$ 444.0

^[1]

Number of options, Exercised

Weighted average exercise price, Exercised

^[1]

Number of options, Forfeited

(121)

(3,859)

(321)

Weighted average exercise price, Forfeited

$ 444.0

^[1]

Number of options, Outstanding at end of period

23,297

6,018

9,877

7,907

Weighted average exercise price, Outstanding at end of period

$ 141.85

$ 513.9

$ 489.6

^[1]

$ 528.0

^[1]

Number of options, Exercisable at end of period

5,469

4,571

5,246

Weighted average exercise price, Exercisable at end of period

$ 520.79

$ 536.1

$ 523.2

^[1]

[1]	Regarding repricing during 2022, see Note 7E(4)(e) below.

GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION

12 Months Ended

Dec. 31, 2025

Geographic And Significant Customer Information

GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION

NOTE 9 - GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION

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	$	888	$	409	$	—
United States		72		363		142
Latin and Central America		527		528		—
Total revenue	$	1,487	$	1,300	$	142

Significant Customers

The Company’s largest customers accounted for the following percentage of total revenue:

SCHEDULE OF PERCENTAGE OF TOTAL REVENUE

	Year Ended December 31,
	2025			2024			2023
Customer A		59.7	%		31.4	%		—
Customer B		24.3	%		40.6	%		—
Customer C		- (*	)		11.1	%		—
Customer D		—			10.4	%		—
Customer E		- (*	)		- (*	)		100	%
Customer H		11.2	%		—			—

(*)	less than 10%

Rail Vision Ltd.

Notes to Financial Statements
(U.S. dollars in thousands, except share and per share data)

SCHEDULE OF SHARE-BASED PAYMENT EXPENSE RELATED TO OPTIONS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Option Indexed to Issuer's Equity [Line Items]
Total share-based payment expense	$ 1,460	$ 398	$ 273
Cost of Revenues [Member] \| Share-Based Payment Arrangement, Option [Member]
Option Indexed to Issuer's Equity [Line Items]
Total share-based payment expense	7
Other Financing Expenses [Member] \| Share-Based Payment Arrangement, Option [Member]
Option Indexed to Issuer's Equity [Line Items]
Total share-based payment expense		152
Research and Development Expenses [Member] \| Share-Based Payment Arrangement, Option [Member]
Option Indexed to Issuer's Equity [Line Items]
Total share-based payment expense	537	120	61
General and Administrative Expenses [Member] \| Share-Based Payment Arrangement, Option [Member]
Option Indexed to Issuer's Equity [Line Items]
Total share-based payment expense	$ 916	$ 126	$ 212

TAXES ON INCOME

12 Months Ended

Dec. 31, 2025

Income Tax Disclosure [Abstract]

TAXES ON INCOME

NOTE 13 - TAXES ON INCOME

The Company is subject to income taxes under Israeli tax laws:

The Israeli corporate tax rate was 23% in 2025, 2024 and 2023.

As of December 31, 2025, the Company generated net operating losses of approximately $79,386, which may be carried forward and offset against taxable income in the future for an indefinite period.

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.

A reconciliation of the Company’s effective tax expense to the Company’s theoretical statutory tax benefit is as follows:

SCHEDULE OF EFFECTIVE TAX EXPENSE

	2025			2024			2023
	December 31,
	2025			2024			2023
Loss before taxes on income, as reported in the statements of comprehensive loss	$	11,100		$	30,708		$	11,148

Statutory tax rate		23	%		23	%		23	%

Theoretical tax benefit	$	2,553		$	7,063		$	2,564

Losses and other items for which a valuation allowance was provided or benefit from loss carry forwards		(2,553	)		(7,063	)		(2,564	)

Income tax expenses		—			—			—

The Company has no uncertain tax positions and foreign sources of income.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 740
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477617/942-740-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 740
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478822/944-740-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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+ Details

GENERAL (Details Narrative) - USD ($) $ in Millions		12 Months Ended
GENERAL (Details Narrative) - USD ($) $ in Millions	Feb. 04, 2026	Dec. 31, 2025
Subsequent Event [Line Items]
Proceeds from issuance of shares		$ 13
Subsequent Event [Member]
Subsequent Event [Line Items]
Reverse stock split ratio	(1-for-30)

SCHEDULE OF OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Government institutions	$ 22	$ 26
Deposits at the Chamber of Commerce	48	26
Deferred cost of revenues	46	129
Prepaid expenses	196	233
Other	30	22
Other current assets	$ 342	$ 436

RESEARCH AND DEVELOPMENT, NET

12 Months Ended

Dec. 31, 2025

Research and Development [Abstract]

RESEARCH AND DEVELOPMENT, NET

NOTE 10 - RESEARCH AND DEVELOPMENT, NET


	Year ended December 31,
	2025		2024		2023

Payroll and related expenses	$	5,191	$	4,216	$	5,671
Share-based payment		537		120		61
R&D consumables		441		291		696
Rent and office maintenance		473		413		416
Depreciation		126		134		151
Travel and other expenses		96		105		150
	$	6,864	$	5,279	$	7,145

OTHER CURRENT ASSETS (Tables)

12 Months Ended

Dec. 31, 2025

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

SCHEDULE OF OTHER CURRENT ASSETS

Other current assets consist of the following as of December 31, 2025 and 2024:

SCHEDULE OF OTHER CURRENT ASSETS

	2025		2024
	December 31,
	2025		2024

Government institutions	$	22	$	26
Deposits at the Chamber of Commerce		48		26
Deferred cost of revenues		46		129
Prepaid expenses		196		233
Other		30		22
Other current assets	$	342	$	436

SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2025

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation:

The financial statements have been prepared in conformity with accounting principles generally accepted in United Sates of America (“US GAAP”).

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.

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.

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.

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;

Rail Vision Ltd.

Notes to Financial Statements

(U.S. dollars in thousands, except share and per share data)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)

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 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.

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.

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:

SCHEDULE OF ESTIMATED USEFUL LIFE

	%
Office furniture and equipment		7-15
Computer software and electronic equipment		33
Laboratory equipment		7-15
Leasehold improvements		Over the shorter of the lease term (including the option) or useful life

Rail Vision Ltd.

Notes to Financial Statements

(U.S. dollars in thousands, except share and per share data)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)

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.

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.

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.

Rail Vision Ltd.

Notes to Financial Statements

(U.S. dollars in thousands, except share and per share data)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)

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.

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.

Research and development expenses:

Research and development expenses are charged to the statements of comprehensive loss as incurred.

Rail Vision Ltd.

Notes to Financial Statements

(U.S. dollars in thousands, except share and per share data)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)

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.

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.

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)

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.

Rail Vision Ltd.

Notes to Financial Statements
(U.S. dollars in thousands, except share and per share data)

LEASES (Details Narrative) ₪ in Thousands, $ in Thousands	12 Months Ended
LEASES (Details Narrative) ₪ in Thousands, $ in Thousands	Dec. 31, 2025 USD ($)	Dec. 31, 2025 ILS (₪)	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
Lessee, Lease, Description [Line Items]
Monthly rent for the company's office	$ 25	₪ 79
Lease, description	the Company has an option to extend the lease period for another five years from September 9, 2026, to September 8, 2031, with a monthly rent of between NIS 96 thousand (approx. $30) and NIS 102 thousand (approx. $32) over the additional lease period linked with the Israeli Consumer Price Index.	the Company has an option to extend the lease period for another five years from September 9, 2026, to September 8, 2031, with a monthly rent of between NIS 96 thousand (approx. $30) and NIS 102 thousand (approx. $32) over the additional lease period linked with the Israeli Consumer Price Index.
Operating lease expenses	$ 402		$ 355	$ 375
Third and Fourth Lease Years [Member]
Lessee, Lease, Description [Line Items]
Monthly rent for the company's office	26	₪ 82
Fifth Lease Year [Member]
Lessee, Lease, Description [Line Items]
Monthly rent for the company's office	$ 26	₪ 83

SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Disaggregation of Revenue [Line Items]
Total	$ 1,487	$ 1,300	$ 142
Sale of Products [Member]
Disaggregation of Revenue [Line Items]
Total	1,379	1,034	142
Services [Member]
Disaggregation of Revenue [Line Items]
Total	$ 108	$ 266

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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- Definition

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

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+ Details

SCHEDULE OF REMAINING PERFORMANCE OBLIGATIONS (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Revenue from Contract with Customer [Abstract]
Expected to be recognized within 1 year	$ 1,316	$ 1,989
Expected to be recognized in more than 1 year		54
Total RPO	$ 1,316	$ 2,043

REVENUE RECOGNITION (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Disaggregation of Revenue [Line Items]
Revenue recognized	$ 468	$ 642
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Two Customers [Member]
Disaggregation of Revenue [Line Items]
Concentration of credit risk percentage	84.00%	72.00%

- Definition

For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the "benchmark" (or denominator) in the equation, this concept represents the concentration percentage derived from the division.

+ References + Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Current assets
Cash and cash equivalents	$ 19,957	$ 17,238
Restricted cash	272	230
Accounts receivable	215	495
Inventories	1,207	1,304
Other current assets	342	436
Total current assets	21,993	19,703
Operating lease - right of use asset	254	582
Fixed assets, net	296	312
Total non current assets	550	894
TOTAL ASSETS	22,543	20,597
Current liabilities
Trade accounts payable	219	107
Current operating lease liability	248	305
Other accounts payable	1,742	2,266
Total current liabilities	2,209	2,678
Non-current operating lease liability		217
TOTAL LIABILITIES	2,209	2,895
Shareholders’ equity
Ordinary shares, no par value (*); Authorized: 100,000,000 shares as of December 31, 2025, and 2024; Issued and outstanding: 2,014,263 and 1,264,757 shares as of December 31, 2025, and 2024
Additional paid in capital	128,104	114,372
Accumulated deficit	(107,770)	(96,670)
Total shareholders’ equity	20,334	17,702
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$ 22,543	$ 20,597

SCHEDULE OF RESEARCH AND DEVELOPMENT, NET (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Share-based payment	$ 0	$ 67	$ 20
Depreciation	132	148	171
Research and development expenses, net	6,864	5,279	7,145
Research and Development Expenses [Member]
Payroll and related expenses	5,191	4,216	5,671
Share-based payment	537	120	61
R&D consumables	441	291	696
Rent and office maintenance	473	413	416
Depreciation	126	134	151
Travel and other expenses	96	105	150
Research and development expenses, net	$ 6,864	$ 5,279	$ 7,145

Statements of Comprehensive Loss - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Income Statement [Abstract]

Revenues

$ 1,487

$ 1,300

$ 142

Cost of revenues

(935)

(850)

(61)

Gross profit (loss)

552

450

Research and development expenses

(6,864)

(5,279)

(7,145)

General and administrative expenses

(5,423)

(4,175)

(4,339)

Operating loss

(11,735)

(9,004)

(11,403)

Financial (expenses) income:

Revaluation of derivatives, warrants liabilities and others

(380)

(20,181)

Other financing income (expenses), net

1,015

(1,523)

255

Net loss

$ (11,100)

$ (30,708)

$ (11,148)

Basic loss per ordinary share

^[1]

$ (6.15)

$ (55.41)

$ (129.26)

Diluted loss per ordinary share

^[1]

$ (6.15)

$ (55.41)

$ (129.26)

Weighted average number of ordinary shares outstanding used in computing basic loss per ordinary share

^[1]

1,805,364

554,185

86,243

Weighted average number of ordinary shares outstanding used in computing diluted loss per ordinary share

^[1]

1,805,364

554,185

86,243

[1]	Retroactively adjusted to reflect a reverse share split of the Company’s ordinary shares effected on February 4, 2026 (see Note 1B).

FIXED ASSETS, NET

12 Months Ended

Dec. 31, 2025

Property, Plant and Equipment [Abstract]

FIXED ASSETS, NET

NOTE 5 - FIXED ASSETS, NET

Fixed assets, net consist of the following as of December 31, 2025 and 2024:

SCHEDULE OF FIXED ASSETS, NET

	2025		2024
	December 31,
	2025		2024
Cost:

Computers and software	$	847	$	734
Laboratory equipment		408		408
Furniture and office equipment		171		169
Leasehold improvement		150		149
		1,576		1,460
Accumulated depreciation:

Computers and software	$	817	$	751
Laboratory equipment		321		275
Furniture and office equipment		39		34
Leasehold improvement		103		88
Accumulated depreciation		1,280		1,148

Carrying amount	$	296	$	312

Depreciation expenses for the years ended December 31, 2025, 2024 and 2023 were $132, $148 and $171, respectively.

Rail Vision Ltd.

Notes to Financial Statements
(U.S. dollars in thousands, except share and per share data)

INVENTORIES

12 Months Ended

Dec. 31, 2025

Inventory Disclosure [Abstract]

INVENTORIES

NOTE 3 – INVENTORIES

Inventories consist of the following as of December 31, 2025 and 2024:

SCHEDULE OF INVENTORIES

	2025		2024
	December 31,
	2025		2024

Raw materials	$	314		225	$
Work in process		105		519
Finished goods		788		560
Inventory net	$	1,207	$	1,304

OTHER FINANCING INCOME (EXPENSES), NET

12 Months Ended

Dec. 31, 2025

Other Income and Expenses [Abstract]

OTHER FINANCING INCOME (EXPENSES), NET

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	$	—		$	(1,229	)	$	—
SEPA set up fees		(50	)		(372	)		—
Issuance expenses attributable to derivate warrant liability		—			(140	)		—
Interest related to loan credit facility		—			(14	)		—
Financing related to leases		(58	)		(21	)		7
Interest on deposits		912			272			173
Exchange rates and others		211			(19	)		75
	$	1,015		$	(1,523	)	$	255

Rail Vision Ltd.

Notes to Financial Statements
(U.S. dollars in thousands, except share and per share data)

TAXES ON INCOME (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Israeli corporate tax rate	23.00%	23.00%	23.00%
Net operating losses	$ 79,386
ISRAEL
Israeli corporate tax rate	23.00%	23.00%	23.00%

GENERAL AND ADMINISTRATIVE (Tables)

12 Months Ended

Dec. 31, 2025

General And Administrative

SCHEDULE OF GENERAL AND ADMINISTRATIVE

SCHEDULE OF GENERAL AND ADMINISTRATIVE


	Year ended December 31,
	2025		2024		2023

Payroll and related expenses	$	2,219	$	1,733	$	1,815
Share-based payment		916		126		212
Professional services		1,667		1,593		1,635
Travel expenses		113		84		61
Rent and office maintenance		158		138		139
Depreciation		6		13		20
Marketing and others		344		488		457
General and administrative expenses	$	5,423	$	4,175	$	4,339

SHAREHOLDERS’ EQUITY (Tables)

12 Months Ended

Dec. 31, 2025

Equity [Abstract]

SCHEDULE OF 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		6,018			513.9		6.79		9,877			489.6		6.16		7,907			528.0		8.2
Granted		17,400			15.318		9.91		—			—		—		2,291			444.0		9.75
Exercised		—			—		—		—			—		—		—			—		—
Forfeited or expired		(121	)		444.0		—		(3,859	)		444.0		—		(321	)		444.0		—

Outstanding as of end of period		23,297			141.85		8.88		6,018			513.9		6.79		9,877			489.6		6.16
Exercisable as of end of period		5,469			520.79		5.65		4,571			536.1		6.28		5,246			523.2		4.12

(*)	Regarding repricing during 2022, see Note 7E(4)(e) below.

SCHEDULE OF RSUs ACTIVITY

	For the year ended December 31,
	2024			2025

Unvested at beginning of year		—			87,646
Granted		100,200			153,459
Vested		(7,588	)		(72,457	)
Forfeited		(4,966	)		(10,995	)
		87,646			157,653

The weighted average fair values at grant date of RSUs for the years ended December 31, 2025 and December 31, 2024 were $0.41 and $0.53 per share, respectively.

SCHEDULE OF SHARE-BASED PAYMENT EXPENSE RELATED TO OPTIONS

The total share-based payment expense related to shares, options and RSUs granted to employees and service providers comprised, at each period, as follows:


	Year ended December 31,
	2025		2024		2023

Cost of revenues		7		- --		—
Other financing expenses		—		152		—
Research and development		537		120		61
General and administrative		916		126		212
Total share-based payment expense	$	1,460	$	398	$	273

SCHEDULE OF OTHER FINANCING INCOME (EXPENSES), NET (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Other Income and Expenses [Abstract]
Amortization of a discount related to a convertible loan credit facility		$ (1,229)
SEPA set up fees	(50)	(372)
Issuance expenses attributable to derivate warrant liability		(140)
Interest related to loan credit facility		(14)
Financing related to leases	(58)	(21)	7
Interest on deposits	912	272	173
Exchange rates and others	211	(19)	75
Other financing income(expenses), net	$ 1,015	$ (1,523)	$ 255

GENERAL

12 Months Ended

Dec. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [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 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 $13 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.

Reverse Split:

On February 4, 2026, the Company effected a one-for-thirty (1-for-30) reverse stock split of its outstanding ordinary shares (the “Reverse Split”). As a result of the Reverse Split, every thirty (30) ordinary shares, no par value per share, were consolidated into one (1) new ordinary share, no par value per share. All outstanding securities entitling their holders to purchase ordinary shares, including options and warrants, were adjusted as a result of the Reverse Split, as required by the terms of those securities. The Reverse Split did not change the number of shares authorized for issuance. See also note 7A(2) below

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.

Rail Vision Ltd.

Notes to Financial Statements

(U.S. dollars in thousands, except share and per share data)

Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
Statements of Cash Flows - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Cash flows from operating activities
Loss for the year	$ (11,100)	$ (30,708)	$ (11,148)
Adjustments to reconcile loss to net cash used in operating activities:
Depreciation	132	148	171
Share-based payment	1,460	398	273
Exchange rate changes on cash and cash equivalents	(219)	27	(70)
Revaluation of derivatives and warrants liabilities	380	20,181
Amortization of a discount related to a convertible loan credit facility		1,229
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable	280	(495)	115
Decrease (increase) in other current assets	104	(100)	(111)
Increase in inventory	97	(327)	(977)
Change in operating lease liability, net.	54	20	(8)
Increase (decrease) in trade accounts payable	112	(78)	129
Increase (decrease) in other accounts payable	(422)	23	1,108
Net cash used in operating activities	(9,122)	(9,682)	(10,518)
Cash flows from investing activities
Purchase of fixed assets	(125)	(30)	(152)
Net cash used in investing activities	(125)	(30)	(152)
Cash flows from financing activities:
Proceeds from a convertible loan credit facility and issuance of warrants		1,500
Payments on convertible loan credit facility		(1,000)
Proceeds from exercise of warrants, net of issuance expenses	2,204	9,687
Issuance of ordinary shares and warrants, net of issuance costs	9,585	13,731	5,397
Net cash provided by financing activities	11,789	23,918	5,397
Effect of exchange rate changes on cash and cash equivalents	219	(27)	70
Increase (decrease) in cash, cash equivalents and restricted cash	2,761	14,179	(5,203)
Cash, cash equivalents and restricted cash at the beginning of the period	17,468	3,289	8,492
Cash, cash equivalents and restricted cash at the end of the period	20,229	17,468	3,289
Non-Cash Activities:
Conversion of a convertible loan credit facility to ordinary shares		500
Issuance expenses recorded in other accounts payables		$ 103

Changes in Shareholders' Equity (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Common Stock [Member]
Issuance costs	$ 121	$ 252
Prefunded Warrant [Member]
Issuance costs		$ 39
Common Share ATM [Member]
Issuance costs	$ 136

Balance Sheets (Parenthetical) - $ / shares
$ / shares in Thousands

Dec. 31, 2025

Dec. 31, 2024

Statement of Financial Position [Abstract]

Ordinary shares, no par value

^[1]

$ 0

Ordinary shares, authorized

100,000,000

Ordinary shares, issued

2,014,263

1,264,757

Ordinary shares, outstanding

2,014,263

1,264,757

[1]	Retroactively adjusted to reflect a reverse share split of the Company’s ordinary shares effected on February 4, 2026 (see Note 1B).

SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2025

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation:

The financial statements have been prepared in conformity with accounting principles generally accepted in United Sates of America (“US GAAP”).

Use of estimates in the preparation of financial statements

Use of estimates in the preparation of financial statements:

Financial statement in U.S. dollars

Financial statement in U.S. dollars:

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.

Cash and cash equivalents and restricted cash

Cash and cash equivalents and restricted cash:

Fair value of financial instruments

Fair value of financial instruments:

Level 1 - Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

Rail Vision Ltd.

Notes to Financial Statements

(U.S. dollars in thousands, except share and per share data)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)

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.

Derivatives and warrants liabilities

Inventories

Inventories:

Fixed assets

Fixed assets:

SCHEDULE OF ESTIMATED USEFUL LIFE

	%
Office furniture and equipment		7-15
Computer software and electronic equipment		33
Laboratory equipment		7-15
Leasehold improvements		Over the shorter of the lease term (including the option) or useful life

Rail Vision Ltd.

Notes to Financial Statements

(U.S. dollars in thousands, except share and per share data)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Impairment of long-lived assets

Impairment of long-lived assets:

Accrued post-employment benefit

Accrued post-employment benefit:

Revenue recognition

Revenue recognition:

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.

Rail Vision Ltd.

Notes to Financial Statements

(U.S. dollars in thousands, except share and per share data)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Share-based payment

Share-based payment:

Leases

Leases:

The Company leases office space and vehicles under operating leases.

Research and development expenses

Research and development expenses:

Research and development expenses are charged to the statements of comprehensive loss as incurred.

Rail Vision Ltd.

Notes to Financial Statements

(U.S. dollars in thousands, except share and per share data)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Warranties

Warranties

Warranty expenses are recorded as a component of cost of revenues in the Statements of Comprehensive Loss.

Basic and diluted net loss per ordinary share

Basic and diluted net loss per ordinary share:

Recent Adopted Accounting Standards

Recent Adopted Accounting Standards:

Accounting pronouncements not yet effective

Accounting pronouncements not yet effective

SEGMENT REPORTING

12 Months Ended

Dec. 31, 2025

Segment Reporting [Abstract]

SEGMENT REPORTING

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.

Rail Vision Ltd.

Notes to Financial Statements
(U.S. dollars in thousands, except share and per share data)

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Topic 280
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+ Details

REVENUE RECOGNITION

12 Months Ended

Dec. 31, 2025

Revenue from Contract with Customer [Abstract]

REVENUE RECOGNITION

NOTE 8 - REVENUE RECOGNITION

Nature of Goods and Services

The Company derive its revenue from two categories: (a) sales of products and (b) services.

Disaggregation of Revenue

The following table provides information about disaggregated revenue by the nature of goods and services.

SCHEDULE OF DISAGGREGATION OF REVENUE


	Year Ended December 31,
	2025		2024		2023
Sales of products	$	1,379	$	1,034	$	142
Services		108		266		—
Total	$	1,487	$	1,300	$	142

Contract Balances

The following table provides information about accounts receivable and deferred revenues from contracts with customers:


	December 31,
	2025		2024
Accounts receivable	$	215	$	495

Deferred revenue	$	538	$	996

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 84%, and 72%, of the Company’s accounts receivable on December 31, 2025 and 2024, relatively, which we believe present insignificant credit risk.

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 $468 and $642, relatively.

Rail Vision Ltd.

Notes to Financial Statements
(U.S. dollars in thousands, except share and per share data)

NOTE 8 - REVENUE RECOGNITION (Cont.)

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	$	1,316	$	1,989
Expected to be recognized in more than 1 year		—		54
Total RPO	$	1,316	$	2,043

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Paragraph 7
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-7

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
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-URI https://asc.fasb.org/606/tableOfContent

+ Details

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2025

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 17 - SUBSEQUENT EVENTS

Acquisition of Majority Stake in Quantum Transportation Ltd.

In January 2026, the Company completed a transaction for the acquisition of a 51% ownership interest in Quantum Transportation Ltd. (“Quantum Transportation”), pursuant to a definitive Securities Exchange Agreement (“SEA”), dated November 30, 2025, thereby obtaining majority ownership and control of Quantum Transportation. Quantum Transportation incorporated in Israel on August 31, 2025, and is a technology company focused on quantum-computing–based error-correction algorithms and 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.

In consideration of 51% of Quantum Transportation’s issued and outstanding share capital on a fully diluted, post-closing basis, the Company issued 99,424 ordinary shares, representing approximately 4.99% of the Company’s outstanding share capital as of the signing date of the SEA and prior to such issuance. The total consideration, based on the fair value of the shares issued as of the transaction date, is valued at approximately $1 million.

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 $700, bearing interest at 8% per annum, which may be drawn down from time to time in accordance with the terms of the Loan Agreement. An initial tranche of $100 was disbursed shortly after closing.

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 lease term is for an initial period of five years commencing on October 1, 2026, with an option to extend for an additional five-year period. The average monthly base rent is approximately NIS 97,000 (approximately $30,500), subject to linkage to the Israeli Consumer Price Index. The agreement also includes customary management fees and related charges.

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.

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.

Reverse Split

On February 4, 2026, the Company effected a one-for-thirty (1-for-30) reverse stock split of its ordinary shares. See Note 1B for additional information.

“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.

Changes in Shareholders' Equity - USD ($)
$ in Thousands

Common Stock [Member]

Additional Paid-in Capital [Member]

Retained Earnings [Member]

Total

Balance at Dec. 31, 2022

$ 46

$ 63,033

$ (54,814)

$ 8,265

Balance, shares at Dec. 31, 2022

^[1]

66,196

Exercise of warrants to ordinary shares, net of issuance costs

$ 1

(1)

Exercise of warrants to ordinary shares, net of issuance costs, shares

^[1]

814

Issuance of units of ordinary shares and pre-funded warrants, net of issuance costs

^[2]

$ 21

5,376

5,397

Issuance of units of ordinary shares and pre-funded warrants, net of issuance costs, shares

^[1],[2]

32,894

Share-based payment

273

Net loss

(11,148)

Balance at Dec. 31, 2023

$ 68

68,681

(65,962)

2,787

Balance, shares at Dec. 31, 2023

^[1]

99,904

Exercise of warrants to ordinary shares, net of issuance costs

^[3]

25,561

Exercise of warrants to ordinary shares, net of issuance costs, shares

^[1],[3]

558,616

Issuance of units of ordinary shares and pre-funded warrants, net of issuance costs

^[3]

1,404

Issuance of units of ordinary shares and pre-funded warrants, net of issuance costs, shares

^[1],[3]

118,473

Share-based payment

Net loss

(30,708)

Cancelation of the par value of ordinary shares (See Note 7A(2))

(68)

Classification of warrant liabilities to equity warrants (See Note 7B(4))

6,143

Issuance of SEPA Commitment Shares (See Note 7B(6))

152

Issuance of SEPA Commitment Shares, shares

^[1]

9,623

Issuance of ordinary shares in relation to the SEPA (See Note 7B(6))

12,117

Issuance of ordinary shares in relation to the SEPA, shares

^[1]

470,553

Restricted Share Units vesting

173

Restricted Share Units vesting, shares

^[1]

7,588

Balance at Dec. 31, 2024

114,372

(96,670)

17,702

Balance, shares at Dec. 31, 2024

^[1]

1,264,757

Exercise of warrants to ordinary shares, net of issuance costs

^[4]

2,307

Exercise of warrants to ordinary shares, net of issuance costs, shares

^[4],[5]

198,333

Share-based payment

449

Net loss

(11,100)

Issuance of ordinary shares in relation to the SEPA (See Note 7B(6))

7,917

Issuance of ordinary shares in relation to the SEPA, shares

^[5]

269,810

Restricted Share Units vesting

$ 1,011

Restricted Share Units vesting, shares

^[5]

72,455

Issuance of ordinary shares in relation to the ATM, net of issuance costs

^[6]

2,048,000

Issuance of ordinary shares in relation to the ATM, net of issuance costs, shares

^[5],[6]

175,574

Share based payment, shares

^[5]

33,334

Balance at Dec. 31, 2025

$ 128,104

$ (107,770)

$ 20,334

Balance, shares at Dec. 31, 2025

^[5]

2,014,263

[1]	Retroactively adjusted to reflect a reverse share split of the Company’s ordinary shares effected on February 4, 2026 (see Note 1B).
[2]	Issuance costs in the amount of approximately $603 (See Note 7B(3) below).
[3]	Issuance costs in the amount of approximately $39 (See Note 7B(5) below).
[4]	Issuance costs in the amount of approximately $121 (See Note 7B(4)).
[5]	Retroactively adjusted to reflect a reverse share split of the Company’s ordinary shares effected on February 4, 2026 (see Note 1B).
[6]	Issuance costs in the amount of approximately $136 (See Note 7B(7)).

OTHER ACCOUNTS PAYABLE (Tables)

12 Months Ended

Dec. 31, 2025

Payables and Accruals [Abstract]

SCHEDULE OF OTHER ACCOUNTS PAYABLE

Other accounts payable consist of the following as of December 31, 2025 and 2024:

SCHEDULE OF OTHER ACCOUNTS PAYABLE


	December 31,
	2025		2024

Employees and related expenses	$	970	$	800
Accrued expenses		148		420
Provision for warranty		86		50
Deferred revenues (*)		538		996
Other accounts payable	$	1,742	$	2,266

(*)