SaverOne Announces $1.5 Million Registered Direct Offering

Rhea-AI Summary

SaverOne (Nasdaq: SVRE) has announced a $1.5 million registered direct offering of 2,171,433 American Depositary Shares (ADSs) at $0.70 per ADS. Each ADS represents 90 ordinary shares. The company will also issue unregistered short-term warrants in a concurrent private placement to purchase up to 4,342,866 ADSs at $0.80 per ADS.

The warrants will become exercisable upon shareholder approval to increase authorized ordinary shares and will expire 24 months thereafter. The offering is expected to close around January 31, 2025, with H.C. Wainwright & Co. acting as exclusive placement agent. SaverOne plans to use the net proceeds for working capital and general corporate purposes.

Positive

• Secured immediate funding of $1.5 million through ADS offering
• Potential for additional capital through warrant exercise at $0.80 per ADS

Negative

• Dilutive effect on existing shareholders through new ADS issuance
• Additional potential dilution if warrants are exercised
• Offering price of $0.70 per ADS may indicate weak market position

Insights

Financial Analyst

This $1.5 million registered direct offering reveals several critical insights for investors. The pricing at $0.70 per ADS represents a significant discount to the current market price of $0.80, indicating challenging capital-raising conditions for SaverOne. The 1:2 warrant coverage (2.17M ADSs plus 4.34M warrant ADSs) is particularly aggressive and suggests substantial potential dilution.

The structure of this financing raises several red flags:

• The warrant exercise price of $0.80 provides minimal premium to the current trading price, indicating weak negotiating position
• The requirement for shareholder approval to increase authorized shares before warrant exercise suggests current share capacity constraints
• The 24-month warrant term creates a prolonged overhang on the stock

The size of the offering ($1.5 million) appears relatively small for a Nasdaq-listed company, suggesting this may be a bridge financing. The use of proceeds for 'working capital and general corporate purposes' typically indicates immediate cash needs rather than growth initiatives. The involvement of H.C. Wainwright, a boutique investment bank known for micro-cap financings and the registered direct format (versus a traditional public offering) further suggests financing alternatives were available.

For existing shareholders, this financing represents significant dilution risk, both immediate and potential. The warrant coverage effectively means that for every dollar invested now, investors get the right to invest two more dollars later at a minimal premium, creating substantial future dilution potential if the stock appreciates.

Petah Tikvah, Israel, Jan. 30, 2025 (GLOBE NEWSWIRE) -- SaverOne 2014 Ltd. (Nasdaq: SVRE, TASE: SVRE), a technology leader in advanced transportation safety solutions, today announced that it has entered into definitive agreements for the purchase and sale of an aggregate of 2,171,433 of its American Depositary Shares (ADSs), each representing 90 ordinary shares, at a purchase price of $0.70 per ADS in a registered direct offering. In addition, in a concurrent private placement, the Company will issue unregistered short-term warrants to purchase up to an aggregate of 4,342,866 ADSs. The short-term warrants will have an exercise price of $0.80 per ADS, will become exercisable upon the Company’s receipt of shareholder approval to increase the number of its authorized ordinary shares pursuant to the Company’s Articles of Association and will expire twenty-four months thereafter. The closing of the offering is expected to occur on or about January 31, 2025, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The aggregate gross proceeds to the Company from the offering are expected to be $1.5 million, before deducting the placement agent fees and other offering expenses payable by the Company. The Company currently intends to use the net proceeds from the offering for working capital and other general corporate purposes.

The ADSs (but not the short-term warrants issued in the private placement or the ADSs underlying such short-term warrants) are being offered by the Company pursuant to a “shelf” registration statement on Form F-3 (File No. 333-274458) filed with the Securities and Exchange Commission (“SEC”) on September 11, 2023 and became effective on September 27, 2023. The registered direct offering of the ADSs is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. The prospectus supplement and the accompanying prospectus relating to the ADSs being offered in the registered direct offering will be filed with the SEC and be available at the SEC’s website at www.sec.gov. Electronic copies of the prospectus supplement and the accompanying prospectus relating to the registered direct offering may also be obtained, when available, by contacting H.C. Wainwright & Co. at 430 Park Avenue, 3rd Floor, New York, NY 10022, by telephone at (212) 856-5711 or e-mail at placements@hcwco.com.

The short-term warrants described above are being issued in a concurrent private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder and, along with the ADSs underlying the short-term warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the short-term warrants and underlying ADSs may not be offered or sold 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 Company has agreed to file a registration statement to register the ADSs underlying the short-term warrants within 45 days of the closing of the offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, 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 the registration or qualification under the securities laws of any such state or jurisdiction.

About SaverOne
                                                                                      
SaverOne is a technology company that designs, develops, and commercializes OEM and aftermarket solutions and technologies to lower the risk of and prevent vehicle accidents.

SaverOne’s initial product line is a suite of solutions that saves lives by preventing car accidents resulting from distraction from using mobile phones while driving. SaverOne is also developing a sensor system for early location and direction detection under all visibility conditions of vulnerable road users (VRU) through their cellphone footprint.

Learn more at https://saver.one/

Forward Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act and other securities laws that are subject to substantial risks and uncertainties. All statements, besides those of historical fact, contained in this press release are forward-looking. Forward-looking statements contained in this press release include but are not limited to, statements related to the consummation of the offering, the satisfaction of the closing conditions of the offering and the use of proceeds therefrom and SaverOne’s ability to receive shareholder approval to increase the number of its authorized ordinary shares, as well as, statements regarding SaverOne’s strategic and business plans, technology, relationships, objectives, and expectations for its business, the impact of trends on and interest in its business, intellectual property or product and its future results, operations, and financial performance and condition and may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions. However, not all forward-looking statements contain these words. Forward-looking statements are based on SaverOne’s current expectations and are subject to inherent uncertainties, risks, and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions about future events that may not prove accurate. Many factors could cause SaverOne’s actual activities or results to differ materially from those anticipated in such forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to: SaverOne’s ability to consummate the offering; the satisfaction of the closing conditions of the offering and the use of proceeds therefrom; SaverOne’s ability to receive shareholder approval to increase the number of its authorized ordinary shares; substantial doubt as to SaverOne’s  ability to continue on a going-concern basis;  the ability of our technology to substantially improve the safety of drivers; SaverOne’s planned level of revenues and capital expenditures; SaverOne’s ability to maintain its listing on the Nasdaq Capital Market; the ability of SaverOne’s technology to substantially improve the safety of drivers; its ability to market and sell its products; its plans to continue to invest in research and development to develop technology for both existing and new products; SaverOne’s intention to advance its technologies and commercialization efforts; SaverOne’s intention to use local distributors in each country or region in which it conducts business to distribute products or technology; SaverOne’s plan to seek patent, trademark and other intellectual property rights for products and technologies in the United States and internationally, as well as its ability to maintain and protect the validity of currently held intellectual property rights; SaverOne’s expectations regarding future changes in its cost of revenues and operating expenses; SaverOne’s expectations regarding its tax classifications; interpretations of current laws and the passage of future laws; acceptance of its business model by investors; the ability to correctly identify and enter new markets; the impact of competition and new technologies; general market, political and economic conditions in the countries in which SaverOne operates; projected capital expenditures and liquidity; SaverOne’s intention to retain key employees, and its belief that it will maintain good relations with all employees; a resurgence of the COVID-19 pandemic and its impact on business and industry; as well as other risks and uncertainties, including, but not limited to, the risks detailed in the Company’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 25, 2024  and in subsequent filings with the SEC. Forward-looking statements in this announcement are made as of this date, and SaverOne undertakes no duty to update such information, except as required under applicable law.

International Investor Relations Contact:

Ehud Helft
+1 212 378 8040
saverone@ekgir.com

FAQ

What is the size and price of SaverOne's (SVRE) January 2025 offering?

SaverOne's offering consists of 2,171,433 ADSs at $0.70 per ADS, totaling $1.5 million in gross proceeds.

What are the terms of SVRE's warrant offering in January 2025?

The warrants allow purchase of up to 4,342,866 ADSs at $0.80 per ADS, exercisable upon shareholder approval and expiring 24 months thereafter.

How will SaverOne (SVRE) use the proceeds from its January 2025 offering?

SaverOne intends to use the net proceeds for working capital and other general corporate purposes.

When will SVRE's January 2025 offering close?

The offering is expected to close on or about January 31, 2025, subject to customary closing conditions.

What is the conversion ratio for SaverOne's ADSs in the 2025 offering?

Each ADS in the offering represents 90 ordinary shares of SaverOne.