Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
February 06 2024 - 4:00PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
(Amendment
No. 1)
(Rule
13d-102)
Under
the Securities Exchange Act of 1934
Rail
Vision Ltd.
(Name
of Issuer)
Ordinary
shares, NIS 0.08 per share
(Title
of Class of Securities)
M8186D122
(CUSIP
Number)
January
31, 2024
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
☐ |
Rule
13d-1(b) |
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☒ |
Rule
13d-1(c) |
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☐ |
Rule
13d-1(d) |
* |
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior
cover page. |
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. M8186D122 |
13G |
Page
2 of 7 Pages |
1. |
Names
of Reporting Persons
L.I.A.
Pure Capital Ltd.(1) |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(See Instructions)
(a) ☐
(b) ☒ |
3. |
SEC
Use Only
|
4. |
Citizenship
or Place of Organization
Israel |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
Sole
Voting Power
225,000(2)(3) |
6. |
Shared
Voting Power
0 |
7. |
Sole
Dispositive Power
225,000(2)(3) |
8. |
Shared
Dispositive Power
0 |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
225,000(2)(3) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
☐ |
11. |
Percent
of Class Represented by Amount in Row (9)
4.66%(3)(4) |
12. |
Type
of Reporting Person (See Instructions)
CO |
(1) |
Kfir Silberman is the officer,
sole director, chairman of the board of directors and control shareholder of L.I.A. Pure Capital Ltd. (“Pure
Capital” and together with Mr. Silberman, the “Reporting Persons”). |
(2) |
The number of Ordinary
Shares beneficially owned by the Reporting Persons reflects the one-for-eight reverse share split of the Issuer’s Ordinary
Shares, made effective November 15, 2023. |
(3) |
As more fully described
in Item 4, this does not give full effect to pre-funded and ordinary warrants owned by the Reporting Persons subject to the 4.99%
Blocker (as defined below). |
(4) |
Based on a total of 4,830,738
Ordinary Shares of the Issuer outstanding, as provided by the Issuer. |
CUSIP
No. M8186D122 |
13G |
Page
3 of 7 Pages |
1. |
Names
of Reporting Persons
Kfir
Silberman(1) |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(See Instructions)
(a) ☐
(b) ☒ |
3. |
SEC
Use Only
|
4. |
Citizenship
or Place of Organization
Israel |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
Sole
Voting Power
225,000(2)(3) |
6. |
Shared
Voting Power
0 |
7. |
Sole
Dispositive Power
225,000(2)(3) |
8. |
Shared
Dispositive Power
0 |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
225,000(2)(3) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
☐ |
11. |
Percent
of Class Represented by Amount in Row (9)
4.66%(3)(4) |
12. |
Type
of Reporting Person (See Instructions)
IN |
(1) |
Kfir Silberman is the officer,
sole director, chairman of the board of directors and control shareholder of Pure Capital. |
(2) |
The number of Ordinary Shares beneficially owned by
the Reporting Persons reflects the one-for-eight reverse share split of the Issuer’s Ordinary Shares, made effective November
15, 2023. |
(3) |
As more fully described
in Item 4, this does not give full effect to pre-funded and ordinary warrants owned by the Reporting Persons subject to the 4.99%
Blocker (as defined below). |
(4) |
Based on a total of 4,830,738
Ordinary Shares of the Issuer outstanding, as provided by the Issuer. |
CUSIP
No. M8186D122 |
13G |
Page
4 of 7 Pages |
Item
1. |
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(a) |
Name
of Issuer: Rail Vision Ltd. |
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(b) |
Address
of Issuer’s Principal Executive Offices: 15 Ha’Tidhar St., Ra’anana 4366517, Israel |
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Item
2. |
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(a) |
Name
of Person(s) Filing: Pure Capital and Kfir Silberman. |
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The
foregoing persons are hereinafter sometimes collectively referred to as the (“Reporting
Persons”). Any disclosures herein with respect to persons other than the Reporting
Persons are made on information and belief after making inquiry to the appropriate party.
The
Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant
to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The filing of this statement should
not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.
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(b) |
Address
of Principal Offices or, if None, Residence:
The
address of the Reporting Persons is: 20 Raoul Wallenberg Street, Tel Aviv, Israel 6971916 |
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(c) |
Citizenship:
Israel |
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(d) |
Title
of Class of Securities: ordinary shares, par value NIS 0.08 per share (the “Ordinary Shares”). |
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(e) |
CUSIP
Number: M8186D122 |
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Item
3. |
If
the Statement is being filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the filing person is a: |
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Not
applicable. |
The
information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to
this Schedule 13G and is incorporated herein by reference for each such Reporting Person. The ownership percentages reported are based
on (i) 4,830,738 Ordinary Shares outstanding as provided to the Reporting Persons by the Issuer and (ii) (A) in connection with the private
placement with the Issuer that closed on January 31, 2024 (the “January 2024 PIPE”), (a) 225,000 Ordinary Shares issued in
the January 2024 PIPE, (b) 292,898 Ordinary Shares issuable upon the exercise of pre-funded warrants issued to Pure Capital in connection
with the January 2024 PIPE (the “January 2024 PIPE Pre-Funded Warrants”), (c) 776,847 Ordinary Shares issuable upon the exercise
of ordinary warrants issued to Pure Capital in connection with the January 2024 PIPE (the “January 2024 PIPE Ordinary Share Warrants”),
(d) 507,743 Ordinary Shares issuable upon the exercise of a pre-funded warrant issued to
Pure Capital in connection with the conversion by the Issuer of $500,000 of the outstanding loan extended to the Issuer by Pure Capital
pursuant to a facility agreement for a $6 million credit facility and an additional amount up to
$3 million (the “Credit Facility” and the “Facility Conversion Pre-Funded Warrant”, respectively) and
(e) 761,615 Ordinary Shares exercisable upon the exercise of the ordinary warrant issued
to Pure Capital in connection with the conversion by the Issuer of $500,000 of the outstanding loan extended to the Issuer by Pure Capital
pursuant to the Credit Facility (the “Facility Conversion Ordinary Share Warrant”)
and (B) in connection with the Credit Facility, 2,419,354 Ordinary Shares issuable upon the exercise of the ordinary warrant issued
to Pure Capital pursuant to the Credit Facility (the “January 2024 Facility Warrant” and together with the January 2024 PIPE
Pre-Funded Warrants, January 2024 PIPE Ordinary Share Warrants, Facility Conversion Pre-Funded
Warrant and Facility Conversion Ordinary Share Warrant, the “Warrants”), each of which Warrant is subject to the 4.99%
Blocker (as defined below).
The
Reporting Persons are prohibited from exercising the Warrants into Ordinary Shares if, as a result of such exercise, the holder, together
with its affiliates and any persons acting as a group together with such holder or any of such affiliates, would beneficially own more
than 4.99% of the total number of Ordinary Shares then issued and outstanding immediately after giving effect to the exercise (the “4.99%
Blocker”).
CUSIP
No. M8186D122 |
13G |
Page
5 of 7 Pages |
Item
5. |
Ownership
of Five Percent or Less of a Class. |
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If
this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☒. |
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Item
6. |
Ownership
of More than Five Percent on Behalf of Another Person. |
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Not
applicable. |
Item
7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not
applicable. |
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Item
8. |
Identification
and Classification of Members of the Group. |
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Not
applicable. |
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Item
9. |
Notice
of Dissolution of Group. |
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Not
applicable. |
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Item
10. |
Certification. |
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By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities
solely in connection with a nomination under § 240.14a-11. |
CUSIP
No. M8186D122 |
13G |
Page
6 of 7 Pages |
Exhibit
Index
CUSIP
No. M8186D122 |
13G |
Page
7 of 7 Pages |
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
February
6, 2024 |
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L.I.A.
PURE CAPITAL LTD. |
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By: |
/s/
Kfir Silberman |
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Name: |
Kfir
Silberman |
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Title: |
Authorized
Person |
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Kfir
Silberman |
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/s/
Kfir Silberman |
Exhibit 99.1
JOINT FILING AGREEMENT
Each of the undersigned hereby
acknowledge and agree, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as
amended, that the Schedule 13G to which this Agreement is attached as an Exhibit, and any amendments thereto, will be filed with the Securities
and Exchange Commission jointly on behalf of the undersigned. This Agreement may be executed in one or more counterparts.
February 6, 2024 |
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L.I.A. PURE CAPITAL LTD. |
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By: |
/s/ Kfir Silberman |
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Name: |
Kfir Silberman |
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Title: |
Authorized Person |
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KFIR SILBERMAN |
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/s/ Kfir Silberman |
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