July 20, 2018
Elen Katz
Chairman and Chief Executive Officer
Rail Vision Ltd.
15 Ha'Tidhar Street
Ra'anana, 4366517 Israel
Re: Rail Vision Ltd.
Draft Registration Statement on Form F-1
Submitted June 25, 2018
CIK No. 1743905
Dear Mr. Katz:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.
Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Form F-1 DRS submitted June 25, 2018
General
1. Please provide us with copies of all written communications, as defined
in Rule 405 under
the Securities Act, that you, or anyone authorized to do so on your
behalf, present to
potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they
retain copies of the communications.
2. Please provide us with copies of any additional graphics, maps,
photographs, and related
captions or other artwork including logos that you intend to use in the
prospectus. Please
keep in mind, in scheduling printing and distributing of the preliminary
prospectus, that
Elen Katz
FirstName LastNameElen Katz
Rail Vision Ltd.
Comapany NameRail Vision Ltd.
July 20, 2018
July 20, 2018 Page 2
Page 2
FirstName LastName
we may have comments after reviewing the materials.
The Offering, page 3
3. Please reconcile your disclosure here and on page 14 that you have not
determined the
amount of net proceeds to be used for the purposes described, with
your bullets here and
on page 19 that you will disclose the approximate amount of proceeds
that you expect use
for each specified purpose. In addition, consistent with your
disclosure on page 19, please
discuss here that the net proceeds will be reduced as a result your
agreement with Israel
Railways and disclose the additional payment to your CEO in
conjunction with this
offering. Refer to Item 4 of Form F-1 and Item 3.C of Form 20-F.
Risk Factors, page 5
4. We note that your auditor has expressed substantial doubt about your
ability to continue as
a going concern. Please discuss any related risks that are material.
We expect that we will need to raise substantial additional capital, page 6
5. Please quantify the amount of additional funds you expect to require
to commercialize
your products. Similarly, please update your disclosure on page 33
that you require
significant additional development resources and time to provide some
context into the
amount of funds and time needed.
Risks Related to Israeli Law and Our Incorporation, Location and Operations in
Israel, page 16
6. Consistent with your disclosure on page 59, please include a risk
factor that restrictions
and requirements for payment under the Innovation Law, or any other
such regulation,
may impair your ability to sell your technology outside of Israel, or
to outsource
manufacturing or otherwise transfer your know-how outside Israel.
Use of Proceeds, page 19
7. Please briefly explain what it means that you expect to build
long-term global channels
infrastructure.
Business, page 30
8. Please include a brief discussion of your expected relationship with
your controlling
shareholder Foresight Autonomous Holdings Ltd. after the offering.
Please also briefly
summarize the potential conflicts of interest associated with having a
controlling
shareholder.
Management, page 36
9. We note that your website identifies Mr. Itschak Shrem as a director
of your company but
do not see him listed in the table here. We also note that your
disclosure on page 53 refers
Elen Katz
Rail Vision Ltd.
July 20, 2018
Page 3
to him as a former director. Please update the table and briefly
discuss his business
background if he remains a director as indicated by your website.
Please also confirm that
you have provided the information with respect to any employees such
as scientists or
designers upon whose work you are dependent. Refer to Item 4 of Form
F-1 and Item 6.A
of Form 20-F.
Description of Share Capital, page 54
10. Please reconcile your disclosure here that there were 124,074 Ordinary
Shares issued and
outstanding as of June 22, 2018, with footnote 1 of the beneficial
ownership table on page
52 that indicates there were 161,898 Ordinary Shares issued and
outstanding.
Exhibits
11. Please file as exhibits your written employment agreements and service
agreements with
each of your executive officers as referenced on page 38. Please also
file as exhibits your
loan agreement with Mr. Shahar Hania and your services agreements with
Shrem
Zilberman Group Ltd and Mr. Guy Gershoni referenced on page 53 or
provide your
analysis as to why you believe these are not required.
You may contact Aamira Chaudhry at 202-551-3389 or Jean Yu at
202-551-3305 if you
have questions regarding comments on the financial statements and related
matters. Please
contact John Stickel at 202-551-3324 or John Dana Brown at 202-551-3859 with
any other
questions.
FirstName LastNameElen Katz
Comapany NameRail Vision Ltd.
Division of
Corporation Finance
July 20, 2018 Page 3 Office of
Transportation and Leisure
FirstName LastName