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

Rhea-AI Summary

VisionWave (Nasdaq: VWAV) and SaverOne (Nasdaq: SVRE) executed a definitive Exchange Agreement to build an RF-based defense and security platform combining VisionWave RF sensing and analytics with SaverOne’s VRU engineering and commercialization. The deal contemplates $7.0 million in staged equity consideration and is structured as a three-stage equity exchange under which VisionWave may acquire approximately 51% on a fully diluted basis, subject to milestones, regulatory approvals, and SaverOne shareholder approval. Management estimates an RF-enhanced, commercially deployable demonstration could occur during 2026, contingent on development, testing, and validation.

Positive

• $7.0M staged equity consideration to fund collaboration
• Potential 51% economic stake for VisionWave subject to milestones
• Targeted 2026 demonstration of RF-enhanced VRU solution
• Non-exclusive global license to VisionWave RF tech for defense use

Negative

• Transaction is conditional on milestone achievement and regulatory approvals
• Entire deal requires SaverOne shareholder approval
• Potential control shift if VisionWave attains ~51% on a fully diluted basis
• Timing and commercialization contingent on successful development, testing, validation

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In the Jan 26 session, VWAVW gained 4.90%, reflecting a moderate positive market reaction.

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

WEST HOLLYWOOD, Calif. 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 a 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 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 opinions 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 w, we believe the collaboration may result in solutions addressing threats that are currently hidden from view.”

Ori Gilboha 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

What are the financial terms of the VisionWave and SaverOne exchange agreement (VWAV, SVRE)?

The agreement includes $7.0 million in staged equity consideration paid to SaverOne in a three-stage exchange structure.

How much ownership could VisionWave (VWAV) obtain in SaverOne (SVRE) under the deal?

VisionWave may acquire approximately 51% on a fully diluted basis, subject to milestone achievement, regulatory approvals, and closing conditions.

When could a commercially deployable RF-enhanced VRU solution be demonstrated?

Management estimates an RF-enhanced, commercially deployable demonstration could occur during the 2026 calendar year, subject to development, testing, and validation.

What governance changes are included in the strategic exchange between VWAV and SVRE?

VisionWave will be authorized to appoint one director at the initial investment stage and may appoint additional directors upon completion of specified investment stages.

What approvals are required to close the VisionWave–SaverOne transaction?

The transaction requires milestone achievement, applicable regulatory approvals, customary closing conditions, and approval by SaverOne shareholders.

What defense applications will the unified RF platform target under the VWAV–SVRE collaboration?

The platform aims to support detection of concealed/obscured threats, counter-UAS sensing, perimeter protection, battlefield situational awareness, and RF threat classification.