Rail Vision announces pricing of $6.0 million registered Direct and Private Placement Offerings

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 that it has entered into definitive agreements with investors for the purchase and sale of 3,947,368 shares and/or pre-funded warrants in a registered direct offering. In a concurrent private placement, the Company also agreed to issue to the same investors a total of 3,947,368 warrants, each to purchase one ordinary share at an exercise price of $0.84 per share. The private placement warrants will be exercisable upon issuance and will have a 5-year term from the initial exercise date. The transactions are expected to close on or about May 11, 2023, subject to the satisfaction of customary closing conditions.

In a concurrent private placement, the Company issued an aggregate of 3,947,368 ordinary shares and 3,947,368 5-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 such transaction by the Rail Vision shareholders, subject to the satisfaction of customary closing conditions.

In all transactions, the purchase price of one share and one 5-year warrant is $0.76; the purchase price of one pre-funded warrant and one 5-year warrant is $0.759, with an exercise price per pre-funded warrant of $0.001. The aggregate gross proceeds to the Company of all transactions are expected to be approximately $6.0 million.

Aegis Capital Corp. is acting 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. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, 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 placements 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 investors, 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 exercise of the pre-funded warrants and warrants.

Before investing in this offering, interested parties should read in their entirety the prospectus supplement and the accompanying prospectus and the other documents that the Company has filed with the SEC that are incorporated by reference in such prospectus supplement and the accompanying prospectus, which provide more information about the Company and such offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.