Announcement: Rail Vision Ltd. closing registered direct and private placements

Rail Vision Ltd. (Nasdaq: RVSN) (“Rail Vision” or the “Company”), a development stage technology company seeking to revolutionize railway safety and the data-related market, today announced the closing of its previously announced definitive agreements with investors (i) in a registered direct offering, for the purchase and sale of 3,947,368 ordinary shares and (ii) in a concurrent private placement to the same investors, 3,947,368 warrants, each to purchase one ordinary share at an exercise price of $0.84 per share. The private placement warrants are exercisable upon issuance and have a 5-year term from the initial exercise date. The aggregate gross proceeds to the company of these registered direct and private placements were approximately $3.0 million.

In a concurrent private placement that remains subject to closing conditions, the Company agreed to issue an aggregate of 3,947,368 ordinary shares and 3,947,368 five-year warrants exercisable at $0.84 per share to Knorr-Bremse Rail Vehicle Systems, part of Knorr-Bremse AG (KBX.DE) and the largest shareholder of Rail Vision. Knorr-Bremse is the global market leader for braking systems and a leading supplier of other mission-critical systems for rail and commercial vehicles. The Knorr-Bremse private placement is expected to close following approval of the such transaction by the Rail Vision shareholders and is subject to the satisfaction of customary closing conditions. The aggregate gross proceeds from this placement are expected to be $3.0 million.

In all transactions, the purchase price of one share and one 5-year warrant was $0.76.

Aegis Capital Corp. acted as the Exclusive Placement Agent.

The registered direct offering is being made pursuant to an effective shelf registration statement on Form F-3 (No. 333-271068) previously filed with the U.S. Securities and Exchange Commission (the "SEC") and declared effective by the SEC on April 19, 2023. The final prospectus supplement and accompanying prospectus describing the terms of the proposed offering were filed with the SEC and are available on the SEC's website and electronic copies of it may be obtained by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at [email protected], or by telephone at (212) 813-1010.

The offer and sale of the securities in the private placement are being made in a transaction not involving a public offering and have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The securities were offered only to accredited investors. Pursuant to a registration rights agreement with the investor, the Company has agreed to file one or more registration statements with the SEC covering the resale of the ordinary shares and the shares issuable upon the exercise of the warrants.