As
filed with the Securities and Exchange Commission on August 7, 2024
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
RAIL
VISION LTD.
(Exact
name of registrant as specified in its charter)
| State
of Israel |
|
Not
applicable |
(State or other jurisdiction
of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
15
Ha’Tidhar St, Ra’anana, 4366517 Israel
(Address
of Principal Executive Offices)
Rail
Vision Ltd. Amended Share Option Plan
(Full
title of the plan)
Puglisi&
Associates
850
Library Ave., Suite 204, Newark, DE 19711
Tel:
(302) 738-6680
(Name,
Address and Telephone Number of Agent for Service)
COPIES
TO:
| David Huberman, Esq. |
|
Ron Soulema, Adv. |
| Greenberg Traurig, P.A. |
|
Gal Rahav, Adv. |
| One Azrieli Center |
|
Shibolet Law Firm |
| Round Tower, 30th floor |
|
4 Yitzhak Sadeh St. |
| 132 Menachem Begin Rd |
|
Tel-Aviv 6777504, Israel |
| Tel Aviv 6701101 |
|
Tel: +972-3-3075000 |
| Tel: 312-364-1633 |
|
|
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
|
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
|
Smaller reporting company |
☐ |
| |
|
Emerging growth company |
☒ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
EXPLANATORY
NOTE
Rail
Vision Ltd. (the “Company” or the “Registrant”) previously filed with the Securities and Exchange Commission
(the “Commission”) a registration statement on Form S-8 (File No. 333-265968) to register under the Securities Act of 1933,
as amended (the “Securities Act”) an aggregate of 2,309,956 ordinary shares of the Registrant (the “Ordinary Shares”)
issuable upon the exercise of options under the Rail Vision Ltd. Amended Share Option Plan (the “Plan”). The previously-filed
registration statement is referred to herein as the “Prior Registration Statement.”
On
November 15, 2023, the Company effected a one-for-eight (1-for-8) reverse stock split of its ordinary share (the “Reverse Split”)
which reduced the number of shares reserved under the Plan to 288,745. On August 6, 2024, the Company’s Board of Directors, approved
an amendment to the Plan in order to increase the number of shares reserved under the Plan to 4,288,745.
In
accordance with General Instruction E to Form S-8, the Company is filing this registration statement on Form S-8 solely to register an
additional 4,000,000 Ordinary Shares, which may be issued under the Plan over and above the number of Ordinary Shares issuable pursuant
to the Plan that were registered under the Prior Registration Statement. Pursuant to General Instruction E to Form S-8, the contents
of the Prior Registration Statement are hereby incorporated by reference in their entirety, with the exception of Items 3 and 8 of Part
II of such Prior Registration Statement, each of which is amended and restated in its entirety herein.
PART
II
ITEM 3.
INCORPORATION OF DOCUMENTS BY REFERENCE
The
following documents filed by Rail Vision Ltd., an Israeli company (the “Registrant”), with the U.S. Securities and
Exchange Commission (the “Commission”) are incorporated by reference into this Registration Statement:
(a)
The Registrant’s Annual Report on Form 20-F for the year ended December 31, 2023 filed with the SEC on March 28, 2024;
(b)
The Registrant’s Reports on Form 6-K filed with the Commission on March 29, 2024, April 3, 2024, April 11, 2024, May 21, 2024, May 24, 2024, June 11, 2024, June 14, 2024, June 24, 2024, June 25, 2024, and July 2, 2024, July 26, 2024, and July 31, 2024 (File
No. 001-41334); and
(c)
The description of the Registrant’s ordinary shares, par value NIS 0.01 per share (the “Ordinary Shares”), which
is contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) on March 25, 2022 (File No. 001-41334), as amended by Exhibit 2.1 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2023, and including any further amendment or
report filed for the purpose of updating such description.
In
addition to the foregoing, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, and all reports on Form 6-K subsequently filed by the Registrant which state that they are incorporated by reference herein,
prior to the filing of a post- effective amendment which indicates that all securities offered hereunder have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing
of such documents and reports.
Any
statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement herein, or in any subsequently filed document which also is
or is deemed to be incorporated by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this registration statement.
ITEM 8.
EXHIBITS.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its
behalf by the undersigned, thereunto duly authorized, in Rehovot, State of Israel, on August 7, 2024.
| |
RAIL VISION LTD. |
| |
|
|
| |
By: |
/s/
Shahar Hania |
| |
|
Name: |
Shahar Hania |
| |
|
Title: |
Chief Executive Officer |
POWER
OF ATTORNEY
We,
the undersigned officers and directors of Rail Vision, Ltd., hereby severally constitute and appoint Shahar Hania and Ofer Naveh, and
each of them individually, our true and lawful attorney to sign for us and in our names in the capacities indicated below any and all
amendments or supplements, including any post-effective amendments, to this Registration Statement on Form S-8 and to file the same,
with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney
full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming our signatures to said
amendments to this Registration Statement signed by our said attorney and all else that said attorney may lawfully do and cause to be
done by virtue hereof.
Pursuant
to the requirements of the Securities Act, this Registration Statement on Form S-8 has been signed below by the following persons in
the capacities and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Shahar
Hania |
|
Chief Executive Officer and Director |
|
August 7, 2024 |
| Shahar Hania |
|
(principal executive officer) |
|
|
| |
|
|
|
|
| /s/ Ofer Naveh |
|
Chief Financial Officer |
|
August 7, 2024 |
| Ofer Naveh |
|
(principal financial officer
and principal accounting officer) |
|
|
| |
|
|
|
|
| /s/ Eli Yoresh |
|
Chairman of the Board |
|
August 7, 2024 |
| Eli Yoresh |
|
|
|
|
| |
|
|
|
|
| /s/ Oz Adler
|
|
Director |
|
August 7, 2024 |
| Oz Adler |
|
|
|
|
| |
|
|
|
|
| /s/ Yossi
Daskal |
|
Director |
|
August 7, 2024 |
| Yossi Daskal |
|
|
|
|
| |
|
|
|
|
| /s/ Mark Cleobury |
|
Director |
|
August 7, 2024 |
| Mark Cleobury |
|
|
|
|
| |
|
|
|
|
| /s/ Ariel
Dor |
|
Director |
|
August 7, 2024 |
| Ariel Dor |
|
|
|
|
| |
|
|
|
|
| /s/ Hila Kiron-Revach |
|
Director |
|
August 7, 2024 |
| Hila Kiron-Revach |
|
|
|
|
SIGNATURE
OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant
to the Securities Act of 1933, as amended, the undersigned, Puglisi & Associates, the duly authorized representative in the United
States of Rail Vision Ltd., has signed this Registration Statement on Form S-8 on August 7, 2024.
| |
/s/
Puglisi & Associates |
| |
Puglisi & Associates |
II-3
Exhibit 5.1
August 7, 2024
| Rail Vision Ltd. |
| 15 Ha’Tidhar St |
| Ra’anana, 4366517 |
| Israel |
Re: Rail Vision Ltd. – Form S-8 Registration
Statement
We are acting as Israeli
counsel for Rail Vision Ltd., an Israeli company (the “Company”), in connection with the preparation of a Registration
Statement on Form S-8 on August 7, 2024 (the “Registration Statement”) under the Securities Act of 1933, as amended
(the “Act”), relating to the registration of 4,000,000 of the Company’s ordinary shares, no par value (the “Plan
Shares”), under the Rail Vision Amended Share Option Plan (the “Plan”).
In rendering our opinion,
we have examined, and have relied as to factual matters solely upon, originals or copies certified, or otherwise identified to our satisfaction,
of such documents, corporate records or other instruments as we have deemed necessary or appropriate for the purposes of this opinion.
In our examination we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals,
and the conformity with the originals of all documents submitted to us as copies. We have, when relevant facts material to our opinion
were not independently established by us, relied to the extent we deemed such reliance proper upon written or oral statements of officers
and other representatives of the Company.
In giving the opinion
expressed herein, no opinion is expressed as to the laws of any jurisdiction other than the State of Israel.
Based upon and subject
to the foregoing, we are of the opinion that the Plan Shares, when issued pursuant to the terms of the Plan, and the terms of any agreements
relating to such issuance, will be upon receipt of the consideration provided for in the Plan, validly issued, fully paid and non-assessable.
This opinion is intended
solely for the benefit and use of the Company and other persons who are entitled to rely on the Registration Statement, and is not to
be used, released, quoted, or relied upon by anyone else for any purpose (other than as required by law), without our prior written consent.
We hereby consent to
the filing of this opinion as Exhibit 5.1 to the Registration Statement, and to the use of our name wherever appearing in the Registration
Statement in connection with Israeli law. In giving such consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
| |
Very truly yours, |
| |
|
| |
Shibolet & Co. |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference
in this Registration Statement on Form S-8 pertaining to the Amended Share Option Plan of our report dated March 28, 2024,
relating to the financial statements of Rail Vision Ltd. (the “Company”) appearing in the Annual Report on Form 20-F of
the Company for the year ended December 31, 2023.
/s/ Brightman Almagor Zohar & Co.
Brightman Almagor Zohar & Co.
Certified Public Accountants
A Firm in the Deloitte Global Network
Tel Aviv, Israel
August 7, 2024
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
Rail Vision Ltd.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| |
|
Security
Type |
|
Security
Class Title |
|
Fee
Calculation
Rule |
|
|
Amount
Registered (1) |
|
|
Proposed
Maximum
Offering
Price Per
Share |
|
|
Maximum
Aggregate
Offering
Price |
|
|
Fee Rate |
|
|
Amount of
Registration
Fee |
|
| Fees to be Paid |
|
Equity |
|
Ordinary shares, no par value, reserved for issuance under the Rail Vision Ltd. Amended Share Option Plan |
|
|
457(h) |
|
|
|
4,000,000 |
(2) |
|
$ |
0.62 |
(3) |
|
$ |
2,480,000.00 |
|
|
$ |
0.0001476 |
|
|
$ |
366.05 |
|
| |
|
Total Offering Amount |
|
|
|
|
|
|
4,000,000 |
|
|
|
|
|
|
$ |
2,480,000.00 |
|
|
|
|
|
|
$ |
366.05 |
|
| |
|
Total Fees Previously Paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
| |
|
Total Fee Offsets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
| |
|
Net Fee Due |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
366.05 |
|
| (1) | Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (the
“Registration Statement”) shall also cover any additional ordinary shares that become issuable under the Rail
Vision Ltd. Amended Share Option Plan, as amended and
ratified on March 28, 2024 (the “Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction. |
| (2) | Represents
Ordinary Shares reserved for issuance upon the exercise of options and restricted share units that may be granted under the Plan to which
this Registration Statement relates. |
| (3) | The
proposed maximum offering price per share is calculated in accordance with Rules 457(c) and 457(h) under the Securities Act, solely for
purposes of calculating the registration fee on the basis of $0.62 per share, the average of the high and low price of the Registrant’s
ordinary shares as reported on the Nasdaq Capital Market on August 5, 2024. |
Rail Vision (NASDAQ:RVSN)
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