Rail Vision Secures Up to $20M Equity Line

TL;DR

Rail Vision just inked a $20M equity line with Yorkville for flexible capital access.

AI Summary

On October 7, 2024, Rail Vision Ltd. entered into a Standby Equity Purchase Agreement with YA II PN, LTD. (Yorkville), allowing Rail Vision to sell up to $20.0 million of its ordinary shares to Yorkville over a period of 36 months. This agreement provides Rail Vision with flexible access to capital as needed.

Why It Matters

This agreement provides Rail Vision with a flexible source of capital, enabling them to fund operations and strategic initiatives without immediate dilution.

Risk Assessment

Risk Level: medium — Standby equity agreements can lead to significant dilution if shares are sold at unfavorable prices, impacting existing shareholders.

Key Numbers

• $20.0 million — Commitment Amount (Maximum capital Rail Vision can access through the equity purchase agreement.)

Key Players & Entities

• Rail Vision Ltd. (company) — The company entering the agreement.
• YA II PN, LTD. (company) — The counterparty to the agreement, also referred to as Yorkville.
• $20.0 million (dollar_amount) — The maximum commitment amount under the agreement.
• October 7, 2024 (date) — The date the agreement was entered into.

FAQ

Key Financial Figures

• $20.0 million — rrence, an “Advance”) up to $20.0 million (the “Commitment Amount”) o
• $10,000 — es”) to Yorkville and also paid a $10,000 structuring fee to an affiliate of York
• $3.0 million — ce to the Company up to an aggregate of $3.0 million of the Commitment Amount, which will be
• $1.00 — ents set forth in the Promissory Notes, $1.00 per Ordinary Share. The Conversion Pric

Filing Documents

• ea0216088-6k_railvision.htm (6-K) — 27KB
• ea021608801ex5-1_railvision.htm (EX-5.1) — 11KB
• ea021608801ex10-1_railvision.htm (EX-10.1) — 256KB
• ea021608801ex10-2_railvision.htm (EX-10.2) — 122KB
• ex5-1_001.jpg (GRAPHIC) — 14KB
• 0001213900-24-085891.txt ( ) — 436KB

Forward Looking Statements

Forward Looking Statements This Report contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward looking statements are based upon the Company’s present intent, beliefs or expectations, but forward looking statements are not guaranteed to occur and may not occur for various reasons, including some reasons which are beyond the Company’s control. For this reason, among others, you should not place undue reliance upon the Company’s forward looking statements. Except as required by law, the Company undertakes no obligation to revise or update any forward looking statements in order to reflect any event or circumstance that may arise after the date of this Report. This Report is incorporated by reference into the Registrant’s Registration Statements on Form F-3 (File Nos. 333-271068 and 333-272933 ) and Form S-8 (File Nos. 333-265968 and 333-281329 ), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished. 2 Exhibit Index Exhibit No. Description 5.1 Opinion of Shibolet & Co. 10.1 Form of Standby Equity Purchase Agreement dated October 7, 2024, by and between Rail Vision Ltd. and YA II PN, LTD. 10.2 Form of Promissory Note 23.1 Consent of Shibolet & Co. (including in Exhibit 5.1) 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Rail Vision Ltd. Date: October 7, 2024 By: /s/ Ofer Naveh Name: Ofer Naveh Title: Chief Financial Officer 4

View Full Filing

View this 6-K filing on SEC EDGAR