Rail Vision Ltd 美股招股说明书（2025年4月24日版本）

RAIL VISION LTD. We have entered into a sales agreement, or the Sales Agreement, with A.G.P./Alliance Global Partners, or A.G.P. or the Sales Agent,dated April 24, 2025, relating to the sale of our ordinary shares, no par value per share, or ordinary shares, offered by this prospectussupplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell our Ordinary 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 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 bepaid to A.G.P. In connection with the sale of the ordinary shares on our behalf, A.G.P. will be deemed to be an “underwriter” within themeaning of the Securities Act, and the compensation of A.G.P. will be deemed to be underwriting commissions or discounts. We also have Our ordinary shares are listed on the Nasdaq Capital Market under the symbol “RVSN.” On April 23, 2025, the last reported sale priceof the ordinary shares on the Nasdaq Capital Market, or the Nasdaq, was $0.4245 per ordinary share. 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 public We are an “emerging growth company” and a “foreign private issuer” as defined under the U.S. federal securities laws, and as such,will be eligible for reduced public company disclosure requirements. See “About the Company—Implications of Being an Emerging Growth 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 criminaloffense. The date of this prospectus supplement is April 24, 2025 TABLE OF CONTENTS Prospectus ABOUT THIS PROSPECTUS SUPPLEMENT A registration statement on Form F-3 (File No. 333-278645) utilizing a shelf registration process relating to the securities described inthis prospectus supplement was declared effective on April 23, 2024. Under that shelf registration statement, of which this prospectussupplement is a part, we may, from time to time, sell up to an aggregate of $100 million of ordinary shares, warrants and units. We sometimes This document contains two parts. The first part is this prospectus supplement, which describes the terms of this offering of theordinary shares, and also adds, updates and changes information contained in the accompanying prospectus and the documents incorporatedherein and therein by reference. The second part is the accompanying prospectus, which gives more general information about us, some ofwhich may not apply to this offering. You should read both this prospectus supplement and the accompanying prospectus, including theinformation incorporated by reference herein and therein. To the extent the information contained in this prospectus supplement differs or variesfrom 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 ofthese documents is inconsistent with a statement in another document having a later date, the statement in the document having the later datemodifies or supersedes the earlier statement. In addition, this prospectus supplement and the accompanying prospectus do not contain all of the 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, salespers