VisionWave Holdings and SaverOne Announce Execution of Strategic Exchange Agreement to Establish RF-Based Defense Platform

VisionWave Holdings and SaverOne (Nasdaq: SVRE) executed a definitive Exchange Agreement to create an RF-based defense and security platform.

Rhea-AI Summary

VisionWave Holdings and SaverOne (Nasdaq: SVRE) executed a definitive Exchange Agreement to create an RF-based defense and security platform. The transaction contemplates $7.0 million in staged equity consideration payable to SaverOne and a three-stage equity exchange under which VisionWave may acquire approximately 51% of SaverOne on a fully diluted basis, subject to milestones, regulatory approvals, and closing conditions.

SaverOne will serve as the core operating platform and receive a non-exclusive global license to VisionWave’s RF sensing and analytics for defense and homeland-security use. Management estimates a commercially deployable RF-enhanced VRU demonstration could be achieved during calendar year 2026, subject to development, testing, validation, and approvals.

Positive

• $7.0M staged equity consideration to SaverOne
• VisionWave may acquire ~51% of SaverOne on diluted basis
• Non-exclusive global license for VisionWave RF technologies
• Target: RF-enhanced VRU demonstration in 2026

Negative

• Transaction is conditional on milestones and regulatory approvals
• Completion requires SaverOne shareholder approval
• Potential shareholder dilution from staged equity exchange

Argus Jan 26 session

-21.76% close to close Open Argus

Details

News Market Reaction – SVRE

On Jan 26, the day this news came out, SVRE closed 21.76% below the previous close.

Data tracked by StockTitan Argus for the Jan 26 session.

Market Context

On Jan 26, the day this news came out, the stock closed 21.8% below the previous close. A negative r...

Analysis

On Jan 26, the day this news came out, the stock closed 21.8% below the previous close. A negative reaction despite positive strategic news would fit a pattern where some favorable SVRE announcements, such as recognitions and deployment deals, previously coincided with short-term declines. The definitive agreement with VisionWave formalized the RF defense platform vision and included $7.0 million in staged equity and potential 51% ownership. With shares still well below the $7.08 200-day MA and 98.37% under the 52-week high, longer-term sentiment had remained fragile around new developments.

Key Figures

Equity consideration: $7.0 million Potential ownership stake: 51% Investment stages: 3 stages +5 more

Equity consideration

$7.0 million

Staged equity consideration payable to SaverOne under Exchange Agreement

Potential ownership stake

51%

VisionWave may acquire approximately 51% of SaverOne on a fully diluted basis

Investment stages

3 stages

Three-stage equity exchange and strategic collaboration structure

Demonstration timeline

2026 calendar year

Management estimate for RF-enhanced solution demonstration, subject to development

1-day move

15.65%

Price change over last 24 hours before this news context

52-week drawdown

-98.37%

Price vs 52-week high prior to this announcement

Market cap

$1,329,793

Equity value prior to the news event

200-day MA

$7.08

200-day moving average level before this announcement

Historical Context

5 past events · Latest: Jan 05

5 events

1. Jan 05

   Strategic LOI signed

   24h Move

   -2.8%

   Non-binding LOI with VisionWave for RF defense collaboration and equity exchange.

2. Oct 20

   US distribution deal

   24h Move

   +7.8%

   Third U.S. distribution agreement expanding coverage across three large states.

3. Oct 09

   Product recognition

   24h Move

   -0.7%

   Inclusion in TIME’s Best Inventions list highlighting SaverOne’s safety technology.

4. Sep 09

   ADAS partnership

   24h Move

   +5.0%

   Strategic ADAS sensor-fusion agreement focused on non-line-of-sight VRU detection.

5. Sep 03

   Fleet deployment deal

   24h Move

   -1.1%

   Deployment of distraction-prevention solution across a heavy-truck fleet after pilot.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

non-line-of-sight, vulnerable road user, rf sensing, ai-driven analytics, +2 more

6 terms

non-line-of-sight technical

"integrating RF sensing and AI-driven analytics designed to address concealed, obscured, and non-line-of-sight threats"

Non-line-of-sight describes a situation where a signal, sensor, or communication cannot travel directly in a straight line between sender and receiver because an obstacle blocks the path, so it must bend, reflect, or be relayed around the obstruction. For investors, it matters because products or networks that can handle non-line-of-sight conditions are more reliable and valuable in real-world settings (like urban or indoor environments), affecting adoption, performance claims, and deployment costs.

vulnerable road user technical

"SaverOne’s existing VRU (Vulnerable Road User) platform, integrating RF sensing"

People who are most at risk in traffic because they have little or no physical protection around them—commonly pedestrians, cyclists, motorcyclists, scooter riders, and people with disabilities—are called vulnerable road users. For investors, this group matters because their safety drives regulation, demand for safer vehicle features, insurance costs and liability exposure; think of them as the unshielded players whose needs can change product design and legal risk in transport and mobility markets.

rf sensing technical

"non-exclusive global license to VisionWave’s proprietary RF sensing and analytics technologies"

RF sensing uses radio waves—similar to the signals your phone or Wi‑Fi sends—to detect or measure the presence, motion, distance or basic characteristics of objects and people without physical contact. Investors care because it can turn common wireless hardware into new products and services (security, smart homes, health monitoring, industrial sensing), driving recurring revenue and cost savings, while also carrying regulatory and privacy risks that affect adoption and value.

ai-driven analytics technical

"integrating RF sensing and AI-driven analytics designed to address concealed"

AI-driven analytics uses computer algorithms that learn from large amounts of data to spot patterns, make predictions, and generate actionable insights more quickly than a person could. For investors it matters because these tools can highlight opportunities or risks earlier and more consistently—like a smart assistant scanning thousands of reports and charts—helping inform buy/sell decisions while still depending on data quality and assumptions.

counter-uas technical

"including: Detection of concealed or obscured threatsCounter-UAS and drone sensingPerimeter"

Counter-UAS (counter-unmanned aircraft systems) are tools and tactics used to detect, track, and disable or divert drones that pose a threat to people, property, or operations. Think of them as a combination of a security camera, alarm system, and net that can find an unwanted flying device and stop it before it causes harm. Investors care because demand, regulation, and deployment of these systems affect revenue, contract opportunities, legal risk, and the valuation of companies that build or use them.

fairness opinion financial

"following receipt and consideration of an independent fairness opinion and valuation analysis from BDO"

A fairness opinion is a professional assessment that evaluates whether the terms of a financial deal, such as a merger or acquisition, are fair from a financial point of view. It helps investors and stakeholders understand if the deal is reasonable and balanced, much like an independent expert giving an unbiased judgment on whether a price or agreement is fair. This assurance can increase confidence that the transaction is fair for all parties involved.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Companies Plan Integration of SaverOne’s VRU Platform with Non-Line-of-Sight Threat Detection

WEST HOLLYWOOD, CA and PETAH TIKVA, ISRAEL, Jan. 26, 2026 (GLOBE NEWSWIRE) -- VisionWave Holdings, Inc. (Nasdaq: VWAV) (“VisionWave”) and SaverOne 2014 Ltd. (Nasdaq: SVRE) (“SaverOne”) today jointly announced that they have entered into a definitive strategic Exchange Agreement to develop an RF-based defense and security technology platform.

The transaction includes $7.0 million in staged equity consideration payable to SaverOne, and is structured to provide for a three-stage equity exchange and strategic collaboration between the two companies.

Under the agreement, VisionWave may acquire approximately 51% of SaverOne on a fully diluted basis, subject to milestone achievement, regulatory approvals, and customary closing conditions. VisionWave will be authorized to appoint one director to SaverOne’s Board at the initial investment stage, and subject to meeting the specified development milestones, to appoint one additional director upon completion of each investment stage. SaverOne will serve as the core operating platform for specified RF-based defense and security applications, supported by a non-exclusive global license to VisionWave’s proprietary RF sensing and analytics technologies for defense and homeland-security use.

Immediate Expansion of VRU Platform

VisionWave and SaverOne intend to integrate VisionWave's RF Technologies into SaverOne’s existing VRU (Vulnerable Road User) platform, integrating RF sensing and AI-driven analytics designed to address concealed, obscured, and non-line-of-sight threats.

Management currently estimates that an RF-enhanced, commercially deployable solution addressing identified concealed-threat scenarios could be demonstrated during the 2026 calendar year, subject to continued development, testing, and validation. The expanded platform is intended to assist in environments where optical and LiDAR-only sensing systems face inherent limitations, including occlusion, cluttered terrain, adverse weather, and complex infrastructure settings.

Unified RF Defense and Security Platform

The strategic collaboration seeks to develop an RF defense platform combining VisionWave’s RF sensing, imaging, and AI-based decision technologies with SaverOne’s established engineering, system integration, and commercialization capabilities.

The platform is aiming to support a range of defense and security applications, including:

• Detection of concealed or obscured threats
• Counter-UAS and drone sensing
• Perimeter and infrastructure protection
• Battlefield and tactical situational awareness
• RF-based threat classification in complex environments
  

The goal of the platform is intended to complement existing sensing architectures and support deployment across military, homeland-security, and critical-infrastructure environments, subject to technical feasibility and applicable regulations.

Governance and Board Approval

The transaction was unanimously approved by both VisionWave’s and SaverOne’s Boards of Directors following receipt and consideration of an independent fairness opinion and valuation analysis from BDO Consulting Group, which concluded that the transaction is fair, from a financial point of view, to VisionWave, SaverOne and their stockholders. The entire transaction is subject to the approval of SaverOne’s shareholders.

Leadership Commentary

“This transaction is designed to develop a focused RF defense platform with the goal of operating where traditional sensing technologies reach their limits,” said Douglas Davis, Executive Chairman of VisionWave Holdings. “By integrating RF capabilities into SaverOne’s VRU platform, we believe the collaboration may result in solutions addressing threats that are currently hidden from view.”

Ori Gilboa SaverOne’s CEO added, “The agreement positions SaverOne as the operational center for a scalable RF-based defense platform, combining engineering infrastructure with VisionWave’s sensing technologies to address evolving security challenges.”

About VisionWave Holdings, Inc.

VisionWave Holdings, Inc. (Nasdaq: VWAV) is focused on advanced sensing, autonomy, and AI-driven systems for defense and security applications. VisionWave develops proprietary radio-frequency sensing, computational acceleration, and decision-support technologies intended to enhance situational awareness and time-critical response across complex operational environments.

About SaverOne 2014 Ltd.

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 advanced solutions for saving lives on the road are powered by a patented AI technology that detects, locates and analyzes cell phone RF signals. The combination of proprietary hardware, software and algorithms serves as a blueprint for our innovative product lines.

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 joint press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the potential acquisition of a 51% interest in SaverOne by VisionWave, the achievement of operational and commercial milestones, the anticipated timing of technology demonstrations, the expected capabilities of the integrated RF platform and the obtaining of all regulatory and corporate approvals. Actual results may differ materially from those projected due to a number of risks and uncertainties, including: (i) the failure to satisfy closing conditions or obtain required regulatory and shareholder approvals; (ii) the inability of the parties to achieve the specific technical milestones required for Stage 2 and Stage 3 closings; (iii) the risk that the license to VisionWave RF Technologies may not result in commercially viable products; and (iv) the impact of the Value Protection Mechanism on share dilution. Forward-looking statements speak only as of the date they are made, and neither company undertakes any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.  

VWAV - Investor Contact:
investors@vwav.inc
Website:
https://www.vwav.inc

SVRE - International Investor Relations Contact:
Ehud Helft
+1 212 378 8040
saverone@ekgir.com

International Investor Relations Contact for SaverOne:
Ehud Helft 
+1 212 378 8040
saverone@ekgir.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the VisionWave–SaverOne Exchange Agreement mean for SVRE shareholders?

The agreement provides SaverOne with $7.0M in staged equity and could result in VisionWave owning ~51% of SaverOne, subject to milestones and approvals.

What timeline did SaverOne and VisionWave give for an RF-enhanced VRU demonstration?

Management estimated a commercially deployable RF-enhanced VRU solution could be demonstrated during calendar year 2026, subject to development and validation.

How will VisionWave’s technologies be used under the SVRE collaboration?

VisionWave’s RF sensing and analytics will be licensed non-exclusively for defense and homeland-security use and integrated into SaverOne’s VRU platform.

What approvals are required to close the transaction involving SVRE?

The deal is subject to specified milestone achievement, regulatory approvals, customary closing conditions, and SaverOne shareholder approval.

What defense applications do VisionWave and SaverOne aim to address with the RF platform?

The platform targets concealed-threat detection, counter-UAS sensing, perimeter protection, battlefield situational awareness, and RF threat classification.