SaverOne (SVRE) and VisionWave (VWAV) finalize $7M RF defense platform deal
Rhea-AI Filing Summary
SaverOne 2014 Ltd. reports completion of all stages of its strategic equity exchange with VisionWave Holdings, advancing their RF defense and security platform collaboration. SaverOne will issue 16,608,240,000 restricted ordinary shares represented by 384,450 restricted ADSs to VisionWave and 14,843,952,000 restricted ordinary shares represented by 343,610 restricted ADSs to Adrian Holdings at VisionWave’s direction.
After these issuances, VisionWave beneficially owns approximately 41% of SaverOne’s issued and outstanding ordinary shares but does not control SaverOne and plans to use the equity method of accounting. In exchange, SaverOne received 945,251 restricted VisionWave common shares valued at about $5.05 million based on a $5.34 VWAP, bringing total consideration under the transaction to approximately $7 million. The companies plan to integrate SaverOne’s RF sensing technologies into defense, homeland security and critical infrastructure applications.
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Insights
Strategic share-for-share deal deepens RF defense collaboration without ceding control.
The agreement finalizes a staged equity exchange where SaverOne issues restricted ordinary shares and ADSs to VisionWave and Adrian in return for 945,251 restricted VisionWave common shares valued around $5.05M, with total consideration near $7M.
Post-closing, VisionWave holds about 41% of SaverOne’s ordinary shares but explicitly does not control SaverOne and will use the equity method of accounting, limiting consolidation risk. The structure combines strategic alignment in RF sensing for defense and critical infrastructure with preservation of SaverOne’s standalone reporting.
The transaction underpins a broader cooperation to integrate RF-based detection and sensing into defense, homeland security and infrastructure markets. Future company filings may provide more detail on revenue contributions, commercialization milestones and capital needs linked to this platform expansion.
Key Figures
Key Terms
equity method of accounting financial
non-exclusive license financial
RF-based detection technical
forward-looking statements regulatory
volume-weighted average price (VWAP) financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of June 2026 (Report No. 2)
Commission file number: 001-41387
SaverOne 2014 Ltd.
(Translation of registrant’s name into English)
Em Hamoshavot Rd. 94
Petah Tikvah, Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
The disclosure in this Form 6-K is hereby incorporated by reference into the registrant’s Registration Statements on Form S-8 (File No. 333-274455) and Form F-3 (File No. 333-274458, 333-263338 and 333-269260), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
CONTENTS
As previously disclosed, on January 26, 2026, SaverOne 2014 Ltd. (the “Company”) and VisionWave Holdings, Inc. (“VisionWave”) entered into an Exchange Agreement (the “Exchange Agreement”) providing for a staged equity exchange to be implemented in three sequential stages, pursuant to which the Company would issue to VisonWave ordinary shares of SaverOne in exchange for shares of VisonWave’s common stock and VisionWave would grant SaverOne a non-exclusive license to certain of VisionWave’s’s radio-frequency intellectual property. As further disclosed, on March 5, 2026, SaverOne and VisionWave completed the initial closing (under the Exchange Agreement.
On June 22, 2026, SaverOne and VisionWave consummated the Stage 2 closing (the Milestone 1 Exchange) and the Stage 3 closing (the Milestone 2 Exchange) under the Exchange Agreement, following the achievement and certification of Milestone 1 and Milestone 2. Accordingly, SaverOne will issue the Stage 2 SaverOne Shares and the Stage 3 SaverOne Shares as follows: (i) 16,608,240,000 of SaverOne’s restricted ordinary shares, represented by 384,450 restricted American Depository Shares (“ADSs”) to VisionWave and (ii) 14,843,952,000 restricted ordinary shares, represented by 343,610 restricted ADS to Adrian Holdings S.R.L. (“Adrian”), at the direction of VisionWave and pursuant to the Notice of Assignment and Irrevocable Delivery Direction, dated June 22, 2026, from VisionWave Holdings, Inc. to SaverOne 2014 Ltd (the “Notice of Assignment Instrument”). After giving effect to the foregoing, including the assignment of a portion of the SaverOne Shares and ADSs to Adrian, VisionWave beneficially owns approximately 41% of SaverOne’s issued and outstanding ordinary shares. VisionWave does not control SaverOne, will not consolidate SaverOne in the Company’s financial statements, and intends to account for its investment in SaverOne under the equity method of accounting
In exchange for the SaverOne shares (represented by the aggregate amount of 728,060 ADSs) issued to VisonwWave and Adrian, on June 24, 2026 VisionWave issued and delivered to SaverOne, an aggregate of 945,251 restricted shares of VisionWave’s common stock, par value $0.01 per share (“VisionWave Shares”) having an aggregate value of approximately $5,047,640 based on the VWAV Average Price $5.34 as provided in the Exchange Agreement. In addition, under the terms of the Exchange Agreement, management is entitled to an additional 405,112 VisionWave Shares, also based $5.34 VWAP price. The sum of $100,000 based on $5.34 VWAP price was set aside and was not delivered, pending SaverOne’s delivery of the management names that those shares should be allocated to.
The foregoing description of the Notice of Assignment Instrument do not purport to be complete and are qualified in their entirety by reference to the full text of the instrument, a copy of which is filed as an exhibit to this report on Form 6-K and incorporated herein by reference.
Attached hereto and incorporated herein is the Registrant’s press release issued on June 26, 2026 relating to the closing of the transaction.
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Notice of Assignment and Irrevocable Delivery Direction, dated June 22, 2026, from VisionWave Holdings, Inc. to SaverOne 2014 Ltd. | |
| 99.1 | Press released titled: “SaverOne and VisionWave Complete Their Strategic Transaction to Advance an RF Defense Platform”. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: June 26, 2026 | SAVERONE 2014 LTD. | |
| By: | /s/ Ori Gilboa | |
| Name: | Ori Gilboa | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
SaverOne and VisionWave Complete Their Strategic Transaction to Advance an RF Defense Platform
Completion of all stages brings the total strategic transaction to approximately $7 million and deepens the companies’ RF technology collaboration across defense, homeland security and critical infrastructure markets
Petah Tikvah, Israel, June 26, 2026 (GLOBE NEWSWIRE) -- SaverOne 2014 Ltd. (Nasdaq: SVRE, TASE: SVRE), a technology company specializing in advanced transportation safety and RF-based solutions, and VisionWave Holdings, Inc. (Nasdaq: VWAV), a multi-domain technology company building next-generation autonomous robotics, RF imaging, and AI-driven sensing, today jointly announced the successful completion of all stages of their strategic transaction, first announced in January 2026.
Both companies have now concluded all stages of the strategic transaction first announced in January 2026. As consideration for these stages, SaverOne received additional VisionWave shares of common stock, bringing the total consideration received by SaverOne under the transaction to approximately $7 million.
The collaboration addresses a growing global need for RF-based detection, sensing and locating solutions for defense, homeland security and critical infrastructure applications, especially where visibility is limited or conventional optical systems are less effective. The companies plan to jointly advance the integration and commercialization of these solutions for mission-critical defense and security use cases.
Recent real-world demonstrations of SaverOne’s RF sensing technologies showed capabilities including the detection of wireless signal activity in limited-visibility and non-line-of-sight scenarios. Both companies believe these capabilities can complement conventional sensing systems in applications such as counter-drone detection, threat identification, infrastructure protection, urban situational awareness and autonomous systems.
Ori Gilboa, Chief Executive Officer of SaverOne, commented: “We are very pleased to have successfully completed our strategic transaction with VisionWave. Our partnership with VisionWave is central to SaverOne’s expansion into the defense, homeland security and critical infrastructure markets. Together, we are focused on advancing the integration and commercialization of our RF-based technologies for mission-critical defense and security applications.”
Douglas Davis, Executive Chairman of VisionWave, said: “Completing this transaction marks an important milestone in VisionWave’s strategy to build an integrated sensing and autonomy technology platform. SaverOne’s RF sensing capabilities are a strong and natural complement to VisionWave’s autonomous systems, and together we believe we can deliver capabilities that are not available anywhere else in the market. We look forward to continuing to work together to bring these advanced solutions to defense and security customers worldwide.”
About SaverOne
SaverOne is a technology company specializing in advanced transportation safety and RF-based sensing solutions. The Company designs, develops and commercializes OEM and aftermarket technologies that detect, locate and analyze cellphone RF signals using proprietary hardware, software, AI and algorithms.
SaverOne’s first commercial product line is designed to prevent vehicle accidents caused by driver distraction from mobile phone use. Building on the same core RF sensing platform, the Company is also developing solutions for vulnerable road user (VRU) detection under limited-visibility and non-line-of-sight conditions, based on the cellphone footprint of pedestrians and other road users.
In 2026, SaverOne expanded the potential applications of its RF sensing technology beyond transportation through its strategic transaction with VisionWave Holdings, Inc. (Nasdaq: VWAV), focused on integrating SaverOne’s RF capabilities into defense, homeland security and critical infrastructure applications.
Learn more at https://saver.one/
About VisionWave
VisionWave Holdings, Inc. (Nasdaq: VWAV) is a defense and advanced sensing technology company developing AI-driven, RF-based sensing, autonomy, and computational acceleration technologies for defense, homeland security, and commercial infrastructure applications. VisionWave’s mission is to connect defense innovation with civilian progress through shared core technologies deployed across air, land, and fixed-site environments. The Company’s website is https://www.vwav.inc
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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 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: market acceptance of any future defense related products; SaverOne’s planned level of revenues and capital expenditures and its ability to continue as a going concern; SaverOne’s ability to maintain its listing on the Nasdaq Capital Market; SaverOne’s 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 in Europe and globally; 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; 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 27, 2026 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.
SaverOne Investor Relations Contact:
Ehud Helft +1 212 378 8040
saverone@ekgir.com
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