Rail Vision Ltd. (the “Company”), a technology company at the forefront of revolutionizing railway safety and the data-related market, announced that it has entered into a Standby Equity Purchase Agreement (the “SEPA”), with YA II PN, Ltd. (“Yorkville”), a fund managed by Yorkville Advisors Global, LP. Pursuant to the terms of the SEPA, the Company has the right, but not the obligation, to sell to Yorkville up to $20 million (the “Commitment Amount”), of the Company’s ordinary shares at any time during the three-year period following the execution date of the SEPA, subject to the restrictions and satisfaction of the conditions in the SEPA. The purchase price of the ordinary shares sold to Yorkville will be at a 3% discount of the lowest daily volume weighted average price of the Company’s ordinary shares during the three consecutive trading day period commencing on the trading day of the delivery of an advance notice by the Company.

The Company is not obligated to utilize any of the $20 million available under the SEPA and there are no minimum commitments or minimum use penalties. The SEPA does not impose any restrictions on the Company’s operating activities.

“This strategic financial partnership provides Rail Vision with the flexibility to support our ongoing operations and accelerate our growth initiatives,” said Shahar Hania, CEO of Rail Vision. “The SEPA gives us access to significant additional capital, allowing us to focus on executing our vision to revolutionize railway safety and efficiency through our cutting-edge AI-based technology. By leveraging this financial support, we believe that we can enhance our ability to scale, innovate and capture additional market share in the global railway safety industry."

The securities described herein have not been registered under the Securities Act of 1933, as amended, and may not be sold in the United States absent registration or an applicable exemption from the registration requirements. 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 other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.