Rail Vision Ltd 2025年年度报告和过渡报告

FORM20-F ☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No.:001-41334 RAIL VISION LTD.(Exact name of registrant as specified in its charter) Translation of registrant’s name into English:Not applicable Shahar HaniaChief Executive Officer15 Ha’Tidhar StRa’anana,4366517IsraelTel:+972-9-957-7706Email: marketing@railvision.io Securities registered or to be registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of theExchange Act of 1934. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T during the preceding 12 months.Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not touse the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the SecuritiesAct.☒ †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its AccountingStandards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by anyof the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing. International Financial ReportingStandards as issued by the InternationalAccounting Standards Board☐ U.S. GAAP☒ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.☐Item 17☐Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company. Yes☐No☒ TABLE OF CONTENTS PageINTRODUCTIONiiEMERGING GROWTH COMPANY STATUSiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiMARKET, INDUSTRY, AND OTHER DATA1 PART IITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3.KEY INFORMATION1A.[Reserved]1B.Capitalization and Indebtedness1C.Reasons for the Offer and Use of Proceeds1D.Risk Factors2ITEM 4.INFORMATION ON THE COMPANY26A.History and Development of the Company26B.Business Overview27C.Organizational Structure49D.Property, Plants and Equipment49ITEM 4A.UNRESOLVED STAFF COMMENTS49ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS49A.Operating Results50B.Liquidity and Capital Resources52C.Research and Development, Patents and Licenses57D.Trend Information57E.Critical Accounting Estimates57ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES58A.Directors and Senior Management58B.Compensation61C.Board Practices64D.Employees77E.Share Ownership77FDisclosure of a registrant’s action to recover erroneously awarded compensation.78ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS78A.Major Shareholders78B.Related Party Transactions80C.Interests of Experts and Counsel82ITEM 8.FINANCIAL INFORMATION82A.Statements and Other Financial Information82B.Significant Changes83ITEM