Rail Vision Ltd美股招股说明书(2025-04-24版)

Shares, having an aggregate offering price of up to $11,311,750 from time to time through or to A.G.P. as sales agent or principal.Sales of our ordinary shares, if any, under this prospectus supplement may be made in sales deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act. A.G.P. is not required to sell anyspecific number or dollar amount of securities, but will act as a sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between A.G.P. and us. There is no arrangement for funds to be received in any escrow,trust or similar arrangement.A.G.P. will be entitled to compensation at a commission rate of 3.0% of the gross sales price per ordinary share sold pursuant to theterms of the Sales Agreement. See “Plan of Distribution” beginning on page S-13 for additional information regarding the compensation to be meaning of the Securities Act, and the compensation of A.G.P. will be deemed to be underwriting commissions or discounts. We also haveagreed to provide indemnification and contribution to A.G.P. with respect to certain liabilities, including liabilities under the Securities Act orthe Exchange Act of 1934, as amended, or the Exchange Act. See “Plan of Distribution” beginning on page S-13 for additional informationregarding the compensation to be paid to the Placement Agent. The aggregate market value of our outstanding voting and non-voting common equity held by non-affiliates as of the date of thisprospectus supplement, based on the closing price of our ordinary shares on the Nasdaq on February 24, 2025, as calculated in accordance withGeneral Instruction I.B.5. of Form F-3, was approximately $33,935,249. Pursuant to General Instruction I.B.5 of Form F-3, in no event will wesell securities in a primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our publicfloat remains below $75,000,000. During the prior 12 calendar month period that ends on, and includes, the date of this prospectus supplement(excluding this offering), we have not sold any securities pursuant to General Instruction I.B.5 of Form F-3. Investing in the securities involves a high degree of risk. See “Risk Factors” beginning on page S-5 of this prospectussupplement and in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus for a Neither the Securities and Exchange Commission nor any state or other securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminalA.G.P. ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICY INCORPORATION OF CERTAIN INFORMATION BY REFERENCEWHERE YOU CAN FIND ADDITIONAL INFORMATION from the information contained in the accompanying prospectus or any document filed prior to the date of this prospectus supplement andincorporated herein or therein by reference, the information in this prospectus supplement will control; provided, that if any statement in one of modifies or supersedes the earlier statement. In addition, this prospectus supplement and the accompanying prospectus do not contain all of theinformation provided in the registration statement that we filed with the SEC that contains the accompanying prospectus (including the exhibitsto the registration statement). For further information about us, you should refer to that registration statement, which you can obtain from theSEC as described elsewhere in this prospectus supplement under “Where You Can Find Additional Information.” You may obtain a copy of this Attention: Ofer Naveh, Chief Financial Officer, telephone number: +972-9-957-7706.You should rely only on the information contained in or incorporated by reference into this prospectus supplement and theaccompanying prospectus. We have not, and the Sales Agent has not, authorized anyone to provide you with information that is different. Nodealer, salesperson or other person is authorized to give any information or to represent anything not contained in or incorporated by referenceinto this prospectus supplement and the accompanying prospectus, and you must not rely upon any information or representation not containedin or incorporated by reference into this prospectus supplement or the accompanying prospectus. This prospectus supplement and theaccompanying prospectus do not constitute an offer to sell or solicitation of an offer to buy these securities in any circumstances under whichthe offer or solicitation is unlawful. Neither we nor the Sales Agent are making an offer to sell or soliciting an offer to buy our securities in anyjurisdiction where an offer or solicitation is not authorized or in which the person ma