Rail Vision Ltd美股招股说明书(2025-12-05版)

Rail Vision Ltd. Up to $13,673,937Ordinary Shares This Amendment No. 1 (the “Amendment”) amends and supplements the information in the prospectus supplement, datedApril 24, 2025 (the “Prospectus Supplement”), to the prospectus, dated April 23, 2024 (the “Prospectus”), filed as part of ourregistration statement on Form F-3 (File No. 333-278645) (the “Registration Statement”) relating to our ordinary shares, no par valueper share, that may be issued and sold in accordance with the terms of sales agreement, dated as of April 24, 2025 (the “SalesAgreement”) with A.G.P./Alliance Global Partners (the “Sales Agent”). This Amendment should be read in conjunction with theProspectus Supplement and the Prospectus, and is qualified by reference thereto, except to the extent that the information herein We are filing this Amendment to amend the Prospectus Supplement to update the maximum amount of ordinary shares we areeligible to sell under our Registration Statement pursuant to General Instruction I.B.5 of Form F-3. As a result of these limitations andthe current Public Float (as defined below) of our ordinary shares, and in accordance with the terms of the Sales Agreement, we mayoffer and sell ordinary shares having an aggregate offering price of up to $13,673,937 from time to time through the Sales Agent,which does not include the ordinary shares having an aggregate sales price of approximately $2.19 million that were previously sold in Our ordinary shares are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “RVSN.” On December 4, 2025,the last reported sale price of the ordinary shares on Nasdaq was $0.3949 per ordinary share. Sales of our ordinary shares, if any, under the Prospectus Supplement, as amended by this Amendment, may be made in salesdeemed to be “at the market offerings” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. The SalesAgent is not required to sell any specific number or dollar amount of securities but will act as a sales agent and will use commercially The highest aggregate market value of our outstanding ordinary shares held by non-affiliates (the “Public Float”) within the60 days prior to the date of this Amendment was $47,606,450, based on 59,065,075 ordinary shares outstanding held by non-affiliatesas of December 4, 2025, and the closing sale price of our ordinary shares on Nasdaq of $0.806 on October 7, 2025. Pursuant toGeneral Instruction I.B.5 of Form F-3, in no event will we sell, pursuant to the Registration Statement of which the Prospectus andProspectus Supplement, as amended by this Amendment, form a part, securities with a value exceeding one-third of the aggregatemarket value of our outstanding ordinary shares held by non-affiliates in any 12 calendar month period, so long as the aggregate We are an “emerging growth company” and a “foreign private issuer” as defined under the U.S. federal securities laws, and assuch, will be eligible for reduced public company disclosure requirements. See “About the Company—Implications of Being an Investing in the ordinary shares involves a high degree of risk. Please carefully consider the risks discussed under“Risk Factors” beginning on page S-5 of the Prospectus Supplement, “Risk Factors” on page 3 of the Prospectus and “RiskFactors” in “Item 3. Key Information—D. Risk Factors” of our most recent Annual Report on Form 20-F incorporated by Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthe ordinary shares being offered by this Amendment, the Prospectus Supplement or the Prospectus, or determined if this A.G.P. The date of this Amendment No. 1 to Prospectus Supplement is December 5, 2025