SaverOne 2014 Ltd. (SVRE) widens H1 2026 loss and flags going concern risk
Rhea-AI Filing Summary
SaverOne 2014 Ltd. reported unaudited results for the six months ended June 30, 2026, showing very early-stage revenues and widening losses. Revenue fell to NIS 280 thousand from NIS 756 thousand, with gross profit of only NIS 83 thousand. Operating expenses rose to NIS 19.8 million, driven mainly by a sharp increase in general and administrative expenses from share-based compensation linked to a strategic exchange agreement with VisionWave Holdings.
Operating loss expanded to NIS 19.7 million and net loss to NIS 24.3 million, up 50.7% year over year, aided by a NIS 4.7 million net finance expense largely from fair value losses on the new VisionWave equity investment. Cash and cash equivalents were NIS 8.4 million, down from NIS 16.0 million a year earlier, though total shareholders’ equity increased to NIS 33.0 million due to share issuances, including under a $50 million standby equity purchase agreement with Yorkville and the VisionWave share exchange. Management discloses substantial doubt about the company’s ability to continue as a going concern and confirms that a previously identified material weakness in internal control over financial reporting remains unremediated. The company continues to commercialize its driver-distraction prevention and ADAS technologies while pursuing strategic RF-defense opportunities through the VisionWave collaboration.
Positive
- Shareholders’ equity increased to NIS 33.0 million (~$11.1 million) from NIS 12.2 million at December 31, 2025, mainly from equity issuances including the VisionWave exchange and draws under the Yorkville standby equity facility.
- Operating cash burn improved, with net cash used in operating activities decreasing by 25.7% to NIS 11.4 million (~$3.8 million), reflecting higher non-cash charges and some working-capital improvements.
- The company completed a strategic share exchange with VisionWave, obtaining 1,310,861 restricted VisionWave shares (fair value NIS 14.1 million) and a non-exclusive RF technology license, expanding its addressable defense and security market.
Negative
- Revenue declined 63% year over year to NIS 280 thousand (~$94 thousand), reflecting lower sales and installation volumes of SaverOne systems.
- Net loss widened 50.7% to NIS 24.3 million (~$8.2 million), driven by higher general and administrative expenses and a swing to net financing expenses.
- Management states that conditions raise substantial doubt about the company’s ability to continue as a going concern, given ongoing losses and dependence on external financing.
- A previously identified material weakness in internal control over financial reporting, including segregation of duties, remained unremediated as of June 30, 2026.
- The VisionWave investment generated a NIS 3.27 million fair value loss in the period, and the company highlights a further significant post-period decline in VisionWave’s share price.
- Cash and cash equivalents fell to NIS 8.4 million (~$2.8 million) from NIS 16.0 million a year earlier, while the business is still in early commercialization with minimal revenues.
Filing Explained
By June 30, the VisionWave exchange was complete, but VisionWave held about 30% after 37.9 billion shares were issued, not 51%.
As a Form 6-K, this report furnishes material interim information, including that SaverOne completed all three stages of its VisionWave exchange by
The agreement described a path for VisionWave to own approximately
The Yorkville facility remains a right to issue ADSs for up to
A separate Gryphen Aircraft Industries investment remains a non-binding proposal: the filing says it has not closed, remains subject to definitive agreements and approvals, and no amounts were recognized. The filing also reports that VisionWave's stock declined approximately
Key Figures
Key Terms
Standby Equity Purchase Agreement financial
going concern financial
material weakness financial
Advanced Driver-Assistance System technical
equity method of accounting financial
fair value through profit or loss financial
FAQ
How did SaverOne (SVRE) perform financially in the first half of 2026?
What is SaverOne (SVRE) saying about its going concern status?
How much cash does SaverOne (SVRE) have and how fast is it using it?
What is the impact of the VisionWave transaction on SaverOne (SVRE)?
What financing options does SaverOne (SVRE) have through Yorkville?
Has SaverOne (SVRE) fixed its internal control material weakness?
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AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of August
Commission file number:
(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
On August 14, 2026, SaverOne 2014 Ltd. (the “Company”) announced its unaudited financial results for the 6-month period ended June 30, 2026. The Company’s Operating and Financial Review and Results of Operations for the six months ended June 30, 2026 and 2025 are attached hereto as Exhibit 99.1 and the Company’s unaudited interim condensed financial statements unaudited for the six months ended June 30, 2026 and 2025 are attached hereto as Exhibit 99.2.
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Operating and Financial Review and Prospects as of June 30, 2026 | |
| 99.2 | Unaudited Interim Condensed Financial Statements as of June 30, 2026 | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: August 14, 2026 | ||
| SAVERONE 2014 LTD. | ||
| By: | /s/ Ori Gilboa | |
| Name: | Ori Gilboa | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
You should read the following discussion and analysis of our financial condition and results of operations together with unaudited consolidated financial statements and the related notes for the six-month periods ended June 30, 2026 and 2025 included elsewhere in this Report on Form 6-K and our audited consolidated financial statements and accompanying notes for the year ended December 31, 2025 included in our annual report on Form 20-F for the year ended December 31, 2025 (the “2025 Annual Report”) filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2026, and subsequent reports filed with the SEC by the Company. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors.
The following discussion is based on our financial information prepared in accordance with the IFRS, as issued by the IASB, which may differ in material respects from generally accepted accounting principles in other jurisdictions, including U.S. generally accepted accounting principles, or GAAP. We maintain our accounting books and records in New Israeli Shekels and our functional currency is the New Israeli Shekel. Certain amounts presented herein may not sum due to rounding. Unless the context requires otherwise, references in this report to “Company”, “SaverOne”, “we” or “our” refers to SaverOne 2014 Ltd. thereafter unless otherwise required by the context. “NIS” means New Israeli Shekel, and “$,” “US$,” “U.S. dollars” and “USD” mean United States dollars.
The following discussion and analysis of our financial condition and results of operations contains conversions of NIS amounts into U.S. dollars at specific rates solely for the convenience of the reader. Unless otherwise noted, for the purposes of the presentation of financial data, all conversions from NIS to U.S. dollars and from U.S. dollars to NIS were made at the rate of NIS 2.9780 to $1.00, based on the representative exchange rate reported by the Bank of Israel on June 30, 2026.
Forward Looking Statements
Certain information included or incorporated by reference in this Report on Form 6-K may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward-looking statements include information about possible or assumed future results of our business, financial condition, results of operations, liquidity, plans and objectives. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” or the negative of these terms or other similar expressions.
These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development, completion and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. These statements are only predictions based upon our current expectations and projections about future events.
Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. Such forward-looking statements include statements regarding, among other things:
| ● | our planned level of revenues and capital expenditures; | |
| ● | our ability to continue our business operations on a going concern; |
| ● | our ability to maintain our Nasdaq Listing; | |
| ● | the ability of our technology to substantially improve the safety of drivers; | |
| ● | our ability to market and sell our products; | |
| ● | our plans to continue to invest in research and development to develop technology for both existing and new products; |
| ● | our intention to advance our technologies and commercialization efforts; | |
| ● | our intention to use local distributors in each country or region that we will conduct business to distribute our products or technology; | |
| ● | our plan to seek patent, trademark and other intellectual property rights for our products and technologies in the United States and internationally, as well as our ability to maintain and protect the validity of our currently held intellectual property rights; | |
| ● | our expectations regarding future changes in our cost of revenues and our operating expenses; | |
| ● | interpretations of current laws and the passage of future laws; | |
| ● | acceptance of our 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 we operate; | |
| ● | projected capital expenditures and liquidity; | |
| ● | our intention to retain key employees, and our belief that we maintain good relations with all of our employees; and | |
| ● | security, political and economic instability in the Middle East that could harm our business, including due to the current war between Israel and Hamas and Israel and Iran. |
The preceding list is not intended to be an exhaustive list of any forward-looking statements. A description of these and other risks and uncertainties that could affect our business may be found in “Item 3.D. Risk Factors,” “Item 4. Information on the Company,” and “Item 5. Operating and Financial Review and Prospects,” of our 2025 Annual Report and in other reports and registration statements filed with the SEC subsequent to the 2025 Annual Report.
The forward-looking statements contained in this Report on Form 6-K are based upon information available to our management as of the date hereof and, while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. The forward-looking statements contained in this Report on Form 6-K are expressly qualified in their entirety by this cautionary statement. Readers should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, we disclaim any obligation to publicly update or revise any forward-looking statements contained herein, whether as a result of new information, future events, changed circumstances or any other reason.
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Overview
We are a technology company engaged in the design, development and commercialization of transportation and safety solutions, designed to save lives by preventing car accidents based on our patented technology of detecting, analyzing and locating cellular phone radio frequency, or RF, Signals. Our strategy is to provide our technology for installation to customers in the aftermarket as well as to address OEM vehicle manufacturers, to install the Company’s protection technologies during the vehicle manufacturing process. Using this core technology, we are developing two product lines. The first is an In Cabin Driver Distraction Prevention Solution, or DDPS, which comprises an aftermarket product for vehicles (i.e., vehicles already supplied to customers) that is in a commercial phase and an original equipment manufacturer, or OEM, product targeting vehicle manufacturers which is in development. The second is an Advanced Driver-Assistance System, or ADAS, product that detects vulnerable road users, or VRUs, and provides warning to the vehicle regarding potential collision. Our ADAS product also serves as the technological basis for the application of our technology in the defense and security domain, where the same core capability of detecting, analyzing and locating RF signals is used to detect, classify and locate radio frequency emitting devices within an area of interest, including under non line of sight conditions and without requiring any cooperation from the device or its user.
Our DDPS, known also as the SaverOne system, provides an advanced driver safety solution that can identify and monitor mobile phones located in the driver’s vicinity and selectively block use of life-threatening applications. Our technology is based on our proprietary hardware, software and algorithms, and we believe it has significant advantages over our competitors’ because our solution meets the National Highway Traffic Safety Administration’s, or NHTSA, guidelines for a complete solution for distracted driving. Our DDPS solution can be utilized in commercial vehicles, buses, vehicles owned or leased by companies that are provided to employees, private vehicles and other forms of transportation.
The first-generation DDPS product was for the aftermarket vehicle market and was intended for private vehicles, trucks and buses. This Generation 1.0 was launched in late 2019, initially for private cars, and thereafter was made commercially available to trucks and buses. It is currently marketed in Israel as part of our pre-commercialization/early user campaign. We are working on pilot programs with various fleet and system integrators in the United States, Europe, Asia and APAC. As of June 30, 2026, about 5,500 systems have been ordered (which includes about 1,000 systems ordered as part of our Generation 1.0 and Generation 2.0 pilot programs and about 4,500 systems purchased in commercial orders by our customers) and about 4,300 of these systems have been installed.
The second-generation DDPS product, which was released in the fourth quarter of 2022, replaced Generation 1.0, which we phased out in the first quarter of 2023. This Generation 2.0 is intended for the global automobile market. It includes significant improvements to our Generation 1.0 solution for maximal performance, compatibility with automobiles and cellular networks, market penetration and profitability. We are targeting the global aftermarket automobile market starting with the U.S. and Europe.
With respect to our DDPS OEM solution, we plan to integrate it into the vehicle manufacturing process, to be offered directly to customers by the vehicle manufacturer as part of the vehicle. We are currently working with one of the leading global OEMs in order to have the SaverOne technology integrated into vehicles during the manufacturing process. The OEM solution is in development, and we expect to launch it during the second half of 2026. Since the development of our OEM solution is still in an early stage, it is too early to estimate the cost of development.
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In the past several years, we believe that public awareness and demand for driver safety technologies have grown substantially. While there are currently many driver-assistant products on the market, we believe that the safety of drivers will be substantially improved with our technology. Our mission is to enhance driver safety by providing a solution that is highly reliable and able to prevent certain driver distractions related to mobile phone usage while driving, which we believe is a major cause for driver distraction related to automobile accidents. Mobile phone distracted driving is a leading cause of traffic accidents in the United States. According to the National Occupant Protection Use Survey conducted by the NHTSA, an estimated 230,238 drivers in the United States were holding cellphones to their ears at any given daylight moment in 2024, and the share of drivers visibly manipulating hand-held electronic devices while driving increased to 4.5% in 2024 from 3.0% in 2023. The NHTSA further reported that in 2024, 3,208 people were killed and an estimated 315,167 people were injured in motor vehicle traffic crashes involving distracted drivers, and that 8% of all fatal crashes, an estimated 13% of all injury crashes and an estimated 12% of all police-reported traffic crashes were distraction-affected. These figures are based on police crash reports, in which distraction is widely considered to be under-reported because it is difficult to identify at the scene and often depends on a surviving driver acknowledging the behavior. Moreover, the Large Truck Crash Causation Study conducted by the Federal Motor Carrier Safety Administration, or FMCSA, found that the action or inaction of a driver was the critical reason in 88% of crashes involving large trucks, and that recognition errors, which include inattention, inadequate surveillance and distraction inside and outside the vehicle, accounted for 28% of the critical reasons assigned to truck drivers.
Distracted driving due to mobile phone usage is not just a problem in the United States. According to the ESRA3 survey, carried out in 2023 by the Vias institute across 39 countries with more than 37,000 road users, 22.2% of car drivers in the 22 European countries surveyed reported having talked on a hand-held mobile phone while driving at least once in the preceding 30 days, 23.2% reported having read a message or checked social media or news while driving, and 51.0% reported having talked on a hands-free mobile phone. The corresponding figures were 30.5%, 31.5% and 47.6% in the eight countries surveyed in the Americas, and 27.6%, 24.5% and 44.3% in the six countries surveyed in Asia and Oceania.
According to S&P Global Mobility, approximately 289 million light vehicles were in operation in the United States in 2024. In Europe, according to the European Automobile Manufacturers Association, or ACEA, approximately 294 million vehicles were in use in the European Union in 2024, consisting of approximately 256 million cars, 31 million vans, 6 million trucks and 0.7 million buses, and according to the United Kingdom Department for Transport a further 41.7 million vehicles were licensed in the United Kingdom at the end of 2024, bringing the total for the European Union and the United Kingdom to approximately 336 million vehicles. In addition, according to S&P Global Mobility, approximately 88.2 million new light vehicles were sold worldwide in 2024, and global sales of new light vehicles for 2025 were forecast at approximately 89.6 million units.
The ramifications of mobile phone distracted driving exceed the bounds of just physical damage, as they can be exceedingly costly for drivers as well. For example, expressed on a per death basis, the cost of all motor-vehicle crashes (fatal, nonfatal injury, and property damage) was $13,120,000 according to the NSC. In addition, based on naturalistic driving observation, the NHTSA estimated that distraction was involved in 29% of all crashes, resulting in 10,546 fatalities, 1.3 million nonfatal injuries and $98.2 billion in economic costs in the United States in 2019, against a total economic cost of all motor vehicle crashes in that year of $340 billion, or $1.37 trillion when quality of life valuations are included. Specifically with regard to commercial vehicle crashes, the FMCSA estimated the comprehensive cost of a large truck crash, in 2023 dollars, at $49,398 for a crash without injuries, $326,810 for a crash involving injuries and $15,230,414 for a fatal crash. Accordingly, we believe that there is a tremendous financial incentive for a solution to this grave problem.
In response to the need for a solution to distracted driving resulting from the use of mobile phones, the NHTSA has published a comprehensive study suggesting that a complete solution must contain the following features: (i) the ability to distinguish between the driver’s area of the vehicle and the rest of the vehicle, (ii) does not depend on the cooperation of the driver, and (iii) selective blocking of cell phone applications. Our SaverOne system has been designed with these features in mind, and it is for this reason that we believe that it is significantly better than the existing product solutions sold in the market.
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The NHTSA’s driving guidelines do not constitute U.S. law and compliance does not result in compliance with U.S. driving safety regulations. In order to market our products to vehicle manufacturers we may be required to meet different types of regulations requirements such as International Organization for Standardization (ISO) 26262 Functional Safety Regulations (ASIL), the International Standard for Automotive Quality Management Systems (IAFT) 16949, Automotive Software Process Improvement and Capability Determination (SPICE) or other common quality management standards. In order to meet the quality requirements, we will have to cooperate with vehicle manufacturers, to receive their customers’ quality requirements that meet the requisite regulation of such customers and implement tools, processes and methodologies. Such implementation will require significant resources and funds and is expected to consume significant time and effort. We expect that only our OEM solution, which is a solution designed for the OEM market, may require compliance with the foregoing regulations, whereas our Generation 1.0 and 2.0 solutions, both after-market solutions, are not required to comply with the foregoing regulations.
The SaverOne system currently has achieved safety and radiation certifications from Hermon Laboratories, an internationally approved testing and certification lab. SaverOne’s solution is certified for operating in Israel, the United States, Europe, Japan and Mexico. These certifications assure that SaverOne product complies with the regulations/legislations in these countries/regions.
Strategy
Our objective is to develop and commercialize technologies and applications designed to save lives by preventing car accidents, by detecting, analyzing and locating cellular phone RF Signals. We are targeting two business segments in development of the technology necessary to create a life-saving system that prevents certain uses of cell phones while driving a motor vehicle. The first is the DDPS which targets two product lines: an aftermarket product that is in a commercial phase, and an OEM product which is in development. The second business segment is the ADAS segment for which we offer a sensor that is dealing with the detection of VRUs by providing a warning to the vehicle regarding potential collision. We plan to market our products worldwide, targeting vehicle manufacturers and Tier-1 companies (that integrate solutions and products into the vehicle manufacturing process) with our OEM integrated solutions, and the commercial fleets (trucks and other vehicles) and public transportation companies with our aftermarket solutions. In addition, we are exploring other business sectors and applications for this ADAS segment, including defense and security applications, which are based on our ADAS product.
In order to expand the commercialization of our technologies and solutions, we intend to:
| ● | Increase the marketing and sales efforts of our SaverOne Generation 2.0 solution, which is aftermarket solution that is deployed for private vehicles, commercial trucks and buses. |
| ● | Complete the development of our OEM solution. The aim of our OEM solution is that it will be directly integrated into the vehicle manufacturing process for seamless integration in the driving experience. |
| ● | Advance our commercialization efforts and infrastructure. We are advancing our commercialization efforts and infrastructure, including increasing our sales presence globally. As we have completed the development of our Generation 2.0 and advance our OEM solution, we intend to enlarge the production process, and turn to potential customers, directly and/or through third-party distributors. |
| ● | Complete the development of our ADAS VRU solution. The aim of our VRU solution is that it will be directly integrated into the vehicle manufacturing process for seamless integration in the driving experience, assisting with preventing collisions between vehicles and pedestrians or other road users. |
| ● | Expand into the defense and security market. We intend to apply our core capability of detecting, analyzing and locating RF signals to defense and security applications, in order to strengthen the protection of sites and platforms through the detection, classification and localization of radio frequency emitting devices within an area of interest, including unmanned aerial vehicles, or drones, and other intruding elements, under non line of sight conditions and without requiring any cooperation from the device or its user. |
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| ● | Form alliances with industry leaders (e.g. vehicle integrators, components manufacturers), OEMs and other automotive technology providers. We plan to expand our collaboration with OEMs, Tier-1 companies and other automotive technology providers in order to integrate the SaverOne solution directly into the vehicle manufacturing process for seamless integration in the driving experience. |
| ● | Monitor and assist governmental regulatory initiatives for enforcing implementation of driver distraction prevention systems in the vehicle. We intend to approach regulators around the globe such as the United Nations Economic Commission for Europe (UN-ECE) and the NHTSA in the US, in order to present the SaverOne solution, which we believe will help advance broad adoption of regulations that will require vehicles to implement our solution. |
We are currently engaged in a campaign to promote our SaverOne system in selected jurisdictions around the world. Our previous efforts mainly entail pilot programs and collaborations with what we believe are potential strategic partners and customers. We are currently offering our solution for commercial deployments only, with an initial, pre-defined period, for evaluating the solution.
As of June 30, 2026, we have installed about 4,300 systems in fleets in various countries throughout the world and have commercial orders for about 1,200 systems, in addition to these installations.
We intend to build a global commercial infrastructure to support the commercialization of our products. During the fourth quarter of 2022, we released our Generation 2.0 solution for sale. We are targeting the global aftermarket automobile market starting with the U.S. and Europe. We intend to distribute our solution through local distributors in each country or region who are familiar in the logistics, automotive installation and support activities, as well as having links to our potential customers.
In March 2023, we joined the European Union’s (EU) Regulatory Committee on Driver Distraction, as an observing member. This committee is responsible for setting EU regulations for OEMs for in-vehicle technologies that help detect driver distractions and improve road safety. As an observing member, we have the opportunity to contribute our strong expertise and insights to help shape the future of in-vehicle technology, to reduce driver distractions and better protect vulnerable road users and will participate in discussions, provide feedback, and help craft regulations that promote safer driving habits and promote technologies to reduce accidents on the road. Under Regulation (EU) 2019/2144, as supplemented by Commission Delegated Regulation (EU) 2023/2590, advanced driver distraction warning systems have been required for new vehicle types approved in the EU since July 7, 2024, and since July 7, 2026 they are required for all new passenger cars, vans, trucks and buses sold in the EU. We believe that this requirement establishes driver distraction as a mandated safety domain in the EU and expands the addressable market for driver distraction technologies. Our solution prevents the use of distracting mobile phone applications by the driver, and Annex II to the regulation provides that distraction avoidance by technical means may also be taken into consideration. We believe that our solution is complementary to the systems being installed under the current regulation.
Exchange Agreement with VisionWave
On January 26, 2026, the Company entered into a definitive Exchange Agreement (the “Exchange Agreement”) with VisionWave Holdings, Inc. (“VisionWave”).
Transaction Overview
The Exchange Agreement provides for a three-stage equity exchange and strategic collaboration providing for VisionWave to acquire up to approximately 51% of SaverOne’s issued and outstanding ordinary shares on a fully diluted basis, subject to milestone achievement and applicable regulatory approvals.
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In exchange, the Exchange Agreement provides SaverOne with the ability to acquire VisionWave common stock with an aggregate economic value of up to $7.0 million, subject to staged issuance, price-based adjustments, and compliance with Nasdaq listing rules.
The transaction establishes SaverOne as the core operating platform for VisionWave’s radio-frequency (RF) defense and security technologies, supported by a non-exclusive, worldwide license to certain VisionWave intellectual property for defense and security applications.
Staged Exchange Structure
| ● | Stage One |
SaverOne issues VisionWave ordinary shares representing 19.99% of SaverOne’s outstanding share capital (fully diluted), in exchange for VisionWave common stock having an aggregate contractual value ofapproximately $2.74 million.
| ● | Stage Two |
Upon achievement of the first operational integration milestone, SaverOne issues VisionWave ordinary shares representing 19.99% of SaverOne’s outstanding share capital (fully diluted), in exchange for VisionWave common stock having an aggregate contractual value of approximately $2.74 million.
| ● | Stage Three |
Upon achievement of a commercial or defense pilot milestone, SaverOne issues VisionWave ordinary shares representing 11.02% of SaverOne’s outstanding share capital (fully diluted) resulting in VisionWave owning approximately 51% of SaverOne in exchange for VisionWave common stock having an aggregate contractual value of approximately $1.51 million.
On March 5, 2026, at Stage 1, VisionWave issued 365,610 shares of its restricted shares of common stock to SaverOne, having an aggregate value of approximately $2.7 million, calculated based on the VWAV Average Price (as defined in the Exchange Agreement) of $7.5031 per share. In exchange, SaverOne issued to VisionWave 148,584 restricted ADSs (representing 6,418,828,800 restricted Ordinary Shares, or the “Stage 1 VisionWave Shares”) representing 19.99% of SaverOne’s issued and outstanding share capital as of the effective date of the Exchange Agreement (calculated on a fully diluted basis, excluding any dilutive effects from future issuances unrelated to the Exchange Agreement).f
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 issued the following: (i) 16,608,240,000 Ordinary Shares, represented by 384,450 ADS to VisionWave (the “Stage 2 & 3 VisionWave Shares”, and together with the “Stage 1 VisionWave Shares”, the “VisionWave Shares”) and (ii) 14,843,952,000 Ordinary Shares, represented by 343,610 restricted ADS to Adrian (the “Adrian Shares”, and together with the VisionWave Shares, the “Transaction Shares”), at the direction of VisionWave and pursuant to the Notice of Assignment and Irrevocable Delivery Direction, dated June 22, 2026, from VisionWave to SaverOne (the “Notice of Assignment Instrument”). Following the completion of all three stages of the Exchange Agreement, and after giving effect to the assignment of a portion of the shares to Adrian at VisionWave’s direction, as well as subsequent issuances of the Company’s securities and other changes in VisionWave’s holdings, as of June 30, 2026, VisionWave beneficially owned approximately 30% of the Company’s issued and outstanding ordinary share capital.
VisionWave does not control SaverOne, will not consolidate SaverOne in its 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 VisionWave 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, having an aggregate contractual value of approximately $5,047,640, calculated based on the VWAP of $5.34 per share as provided in the Exchange Agreement.
In addition, under the terms of the Exchange Agreement, certain members of the Company’s management were granted an aggregate of 543,072 restricted shares of VisionWave common stock. The aggregate fair value of such share-based payment on the respective grant dates was approximately $3.0 million (NIS 7.5 million).
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Yorkville Transaction
On October 30, 2025, the Company entered into a standby equity purchase agreement (the “SEPA”) with YA II PN, LTD., a Cayman Islands exempt limited partnership (“Yorkville”). Pursuant to the SEPA, at the election of the Company following the delivery of an Advance Notice (as defined below), the Company may issue ADSs to Yorkville. On November 4, 2025, the Company issued to Yorkville 24,863 ADSs, representing 268,516,800 Ordinary Shares, as an initial commitment fee in consideration of Yorkville’s undertakings under the SEPA. At the time of such issuance, each ADS represented 10,800 ordinary shares, par value NIS 0.01 per share (the “Ordinary Shares”). Effective February 25, 2026, the ADS-to-Ordinary Share ratio was changed such that each ADS now represents 43,200 Ordinary Shares. Our ADSs are evidenced by American Depositary Receipts, or “ADRs”.
Pursuant to the SEPA, subject to the terms and conditions set forth therein, the Company has the right, but not the obligation, to issue (each such issuance, an “Advance”) to Yorkville, and Yorkville has the obligation to subscribe for the Company’s ADSs for an aggregate subscription amount of up to $50 million (the “Commitment Amount”), at any time from the date of the SEPA until October 25, 2028, unless terminated earlier pursuant to the SEPA (the “Commitment Period”), by delivering written notice to Yorkville (each, an “Advance Notice”).
Under the SEPA, Yorkville advanced to the Company the principal amount of $1,500,000 (the “Pre-Paid Advance”), which is evidenced by a promissory note (the “Promissory Note”). The Promissory Note (i) bears an interest at a rate of 8.0%, (ii) was issued with a 3% discount, (iii) has a maturity date of October 30, 2026, and (iv) is required to be repaid in cash in 10 equal monthly installments beginning on January 28, 2026. Yorkville may declare the full unpaid principal amount of the Promissory Note, together with interest and other amounts owing in respect thereof, immediately due and payable in cash upon the occurrence of certain specified events of default and mandatory prepayment events. Upon the occurrence and during the continuance of any event of default, interest will accrue on the outstanding principal balance of the Promissory Note at a rate of 18% per annum. During the six-month period ended June 30, 2026, the Promissory Note was fully repaid, and no amount remained outstanding under the Promissory Note as of June 30, 2026.
Corporate Information
Our main business activities are conducted in Israel. Our corporate headquarters are located at Em Hamoshavot Rd. 94. Petah Tikvah, Israel, where we currently occupy approximately 495 square meters. We lease our facilities and our lease ends on June 30, 2027. Our current monthly rent is NIS 49,000 (approximately $16,500).
We consider that our current office space is sufficient to meet our anticipated needs for the foreseeable future and is suitable for the conduct of our business.
Components of Operating Results
Our results of operations have varied in the past and can be expected to vary in the future due to numerous factors. We believe that period-to-period comparisons of our operating results should not be relied upon as indications of future performance.
8
Comparison of Interim Financial Results for the six months ended June 30, 2026 and 2025
Below is a summary of our unaudited results of operations for the periods indicated:
| Six Months Ended June 30, | Six Months Ended June 30, | |||||||
| 2026 | 2025 | |||||||
| NIS thousands | NIS thousands | |||||||
| Revenues | 280 | 756 | ||||||
| Cost of revenues | (197 | ) | (532 | ) | ||||
| Gross Profit | 83 | 224 | ||||||
| Operating expenses: | ||||||||
| Research and development expenses, net | (7,779 | ) | (9,840 | ) | ||||
| Selling and marketing expenses | (702 | ) | (2,425 | ) | ||||
| General and administrative expenses | (11,277 | ) | (4,742 | ) | ||||
| Loss from operations | (19,675 | ) | (16,783 | ) | ||||
| Finance expense | (4,775 | ) | (3,031 | ) | ||||
| Finance income | 108 | 3,695 | ||||||
| Finance income (expense), net | (4,667 | ) | 664 | |||||
| Other income (expense) | 52 | |||||||
| Net loss | (24,290 | ) | (16,119 | ) | ||||
For a comparison of the six months ended June 30, 2026, to the six months ended June 30, 2025, all U.S. dollar amounts below were calculated using the exchange rate reported by the Bank of Israel for June 30, 2026, at the rate of one U.S. dollar per NIS 2.9780.
Revenues and Cost of Revenues
Our total revenue consists of sales of our SaverOne system, and our cost of revenues consists of the direct costs associated with producing and installing the system.
Our revenue decreased by NIS 476 thousand (~$160 thousand), or 63.0%, to NIS 280 thousand (~$94 thousand) for the six months ended June 30, 2026, compared to NIS 756 thousand (~$254 thousand) for the six months ended June 30, 2025. This decrease was primarily attributable to lower sales and installation volumes of the Company’s products during the first half of 2026.
Our cost of revenues decreased by NIS 335 thousand (~$112 thousand), or 63.0%, to NIS 197 thousand (~$66 thousand) for the six months ended June 30, 2026, compared to NIS 532 thousand (~$179 thousand) for the six months ended June 30, 2025. This decrease was primarily attributable to lower sales volumes.
Operating Expenses
Operating expenses increased by NIS 2.8 million (~$0.9 million), or 16.2%, to NIS 19.8 million (~$6.6 million) for the six months ended June 30, 2026, compared to NIS 17.0 million (~$5.7 million) for the six months ended June 30, 2025. This increase was primarily attributable to an increase in general and administrative expenses, partially offset by decreases in research and development and selling and marketing expenses.
9
Research and Development Expenses (R&D)
Research and development expenses, net decreased by NIS 2,061 thousand (~$692 thousand), or 20.9%, to NIS 7,779 thousand (~$2,612 thousand) for the six months ended June 30, 2026, compared to NIS 9,840 thousand (~$3,304 thousand) for the six months ended June 30, 2025. This decrease was primarily attributable to our efforts to streamline and optimize our research and development expenses.
Selling and Marketing Expenses
Selling and marketing expenses decreased by NIS 1,723 thousand (~$579 thousand), or 71.1%, to NIS 702 thousand (~$236 thousand) for the six months ended June 30, 2026, compared to NIS 2,425 thousand (~$814 thousand) for the six months ended June 30, 2025. The decrease was mainly attributable to the Company’s efforts to streamline and optimize its selling and marketing activities, including a greater focus on supporting existing customers, while continuing to pursue opportunities in international markets.
General and Administrative Expenses
General and administrative expenses increased by NIS 6,535 thousand (~$2,194 thousand), or 137.8%, to NIS 11,277 thousand (~$3,787 thousand) for the six months ended June 30, 2026, compared to NIS 4,742 thousand (~$1,592 thousand) for the six months ended June 30, 2025. The increase was primarily attributable to share-based compensation expenses recognized in connection with the VisionWave transaction, partially offset by lower ongoing general and administrative expenses, reflecting the Company’s continued cost-reduction and streamlining efforts.
Financing income (expenses), net
Financing expenses, net, for the six months ended June 30, 2026, were NIS 4,667 thousand (~$1,567 thousand), compared to financing income, net, of NIS 664 thousand (~$223 thousand) for the six months ended June 30, 2025. The increase in financing expenses, net, was primarily attributable to changes in the fair value of the Company’s investment in VisionWave, as well as interest expenses and foreign exchange differences.
Net Loss and Operating Loss
Net loss increased by NIS 8,171 thousand (~$2,744 thousand), or 50.7%, to NIS 24,290 thousand (~$8,156 thousand) for the six months ended June 30, 2026, compared to NIS 16,119 thousand (~$5,413 thousand) for the six months ended June 30, 2025. The increase was primarily attributable to higher general and administrative expenses and higher financing expenses, net, partially offset by lower research and development and selling and marketing expenses, reflecting the Company’s continued efforts to streamline and optimize its operations.
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements that have had or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
10
Internal Control Over Financial Reporting
In connection with the audit of our financial statements as of December 31, 2025, we identified control deficiencies in our financial reporting process that constituted a material weakness. The material weakness related to the lack of sufficient internal accounting personnel and segregation of duties.
As defined in the standards established by the Public Company Accounting Oversight Board of the United States, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
We have since taken certain measures to address the identified material weakness, including appointing a Sarbanes-Oxley consultant to assist us with the assessment of Sarbanes-Oxley compliance requirements and the improvement of our overall internal controls, as well as implementing internal policies and procedures related to internal control over financial reporting.
During the six months ended June 30, 2026, we continued to evaluate and implement measures designed to strengthen our internal control over financial reporting. However, as of June 30, 2026, the material weakness, including with respect to segregation of duties, had not been fully remediated. We continue to evaluate appropriate measures to address the material weakness, taking into consideration the Company’s current organizational structure and available resources.
We cannot assure you that these measures will fully address the material weakness in our internal control over financial reporting or that we will conclude that it has been fully remediated.
The process of designing and implementing an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend appropriate resources to maintain a financial reporting system that is adequate to satisfy our reporting obligations. For additional information, see “Item 3.D. Risk Factors—General Risk Factors—We have identified a material weakness in our internal control over financial reporting, and we may not be able to successfully implement remedial measures” in our Annual Report for the year ended December 31, 2025.
We qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting.
Critical Accounting Policies
We describe our significant accounting policies and estimates in Note 2 to our financial statements for the six months ended June 30, 2026. We believe that these accounting policies and estimates are critical in order to fully understand and evaluate our financial condition and results of operations.
We prepare our financial statements in accordance with IFRS as issued by the IASB.
The preparation of financial statements in conformity with IFRS requires management to make accounting estimates and assessments that involve use of judgment and that affect the amounts of assets and liabilities presented in the financial statements, the disclosure of contingent assets and liabilities at the dates of the financial statements, the amounts of revenues and expenses during the reporting periods and the accounting policies adopted by the Company. Actual results could differ from those estimates. Pursuant to International Accounting Standard No. 1, it is required inter alia to give disclosure to the accounting principles whose implementation involves estimates and considerations having significant sensitivity to future events, the occurrence of which may impact the reported amounts.
11
Recently Issued Accounting Pronouncements
Certain recently issued accounting pronouncements are discussed in Note 2, Material accounting policies , to our annual financial statements for the year ended December 31, 2025 included elsewhere in our Annual Report, regarding the impact of the IFRS standards as issued by the IASB that we will adopt in future periods in our financial statements.
Liquidity and Capital Resources
As of June 30, 2026, we had cash and cash equivalents in the amount of NIS 8.4 million (~$2.8 million), compared to NIS 16.0 million (~$5.4 million) as of June 30, 2025, and NIS 14.1 million (~$4.7 million) as of December 31, 2025.
As of June 30, 2026, total shareholders’ equity increased significantly to NIS 33.0 million (~$11.1 million), compared to NIS 12.2 million (~$4.1 million) as of December 31, 2025. The increase primarily reflected equity issuances completed during the period, including in connection with the VisionWave transaction and the Company’s financing activities, partially offset by the net loss for the period.
The table below shows a summary of our cash flows for the periods indicated:
| Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | |||||||
| NIS thousands | ||||||||
| Net cash used in operating activities | (11,419 | ) | (15,368 | ) | ||||
| Net cash provided by (used in) investing activities | (17 | ) | (7 | ) | ||||
| Net cash provided by financing activities | 6,365 | 19,830 | ||||||
| Net increase (decrease) in cash and cash equivalents | (5,071 | ) | 4,455 | |||||
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Net cash used in operating activities
Net cash used in operating activities decreased by NIS 3,949 thousand (~$1,326 thousand), or 25.7%, to NIS 11,419 thousand (~$3,834 thousand) for the six months ended June 30, 2026, compared to NIS 15,368 thousand (~$5,161 thousand) for the six months ended June 30, 2025. This decrease was primarily attributable to the impact of non-cash expenses recorded during the period, partially offset by changes in working capital.
Net cash used in investing activities
Net cash used in investing activities for the six months ended June 30, 2026 was NIS 17 thousand (~$6 thousand), compared to NIS 7 thousand (~$2 thousand) for the six months ended June 30, 2025.
Net cash provided by financing activities
Net cash provided by financing activities for the six months ended June 30, 2026 was NIS 6,365 thousand (~$2,137 thousand), compared to NIS 19,830 thousand (~$6,659 thousand) for the six months ended June 30, 2025. The decrease was primarily attributable to a lower amount of cash proceeds from financing activities received during the current period compared to the corresponding period last year. In addition, proceeds of approximately $2.8 million (NIS 8.4 million) relating to ADSs issued on June 30, 2026 were recorded as a short-term current asset as of June 30, 2026 and were received by the Company on July 1, 2026. Accordingly, such proceeds are not reflected in the cash flows for the six months ended June 30, 2026.
12
Exhibit 99.2
SAVERONE 2014 LTD.
CONDENSED INTERIM FINANCIAL STATEMENTS
AS OF JUNE 30, 2026
SAVERONE 2014 LTD.
CONDENSED INTERIM FINANCIAL STATEMENTS
AS OF JUNE 30, 2026
INDEX TO CONDENSED INTERIM FINANCIAL STATEMENTS
| Page | |
| Financial statements in NIS Thousands | |
| Condensed statements of financial position | 1 |
| Condensed statements of comprehensive loss | 2 |
| Condensed statements of changes in shareholders’ equity | 3-4 |
| Condensed statements of cash flows | 5-6 |
| Notes to the condensed financial statements | 7-17 |
i
SAVERONE 2014 LTD.
CONDENSED STATEMENTS OF FINANCIAL POSITION
(New Israeli Shekels in thousands)
| As of June 30, | As of December 31, | |||||||||||
| 2026 | 2025 | 2025 | ||||||||||
| Unaudited | Audited | |||||||||||
| Assets | ||||||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents | ||||||||||||
| Trade receivables, net | ||||||||||||
| Other current assets at fair value | ||||||||||||
| Financial investment (See note 5) | ||||||||||||
| Inventory | ||||||||||||
| Total current assets | ||||||||||||
| Non-current assets | ||||||||||||
| Trade receivables, net | ||||||||||||
| Property and equipment, net | ||||||||||||
| Restricted deposits | ||||||||||||
| Right of usage asset, net | ||||||||||||
| Total non-current assets | ||||||||||||
| Total assets | ||||||||||||
| Current liabilities | ||||||||||||
| Current maturities of leasing liability | ||||||||||||
| Trade payables | ||||||||||||
| Other current liabilities | ||||||||||||
| Liability in respect of government grants | ||||||||||||
| Derivative warrants liability | ||||||||||||
| Promissory notes, net | ||||||||||||
| Total current liabilities | ||||||||||||
| Non-current liabilities | ||||||||||||
| Leasing liability, net current | ||||||||||||
| Liability in respect of government grants | ||||||||||||
| Total non-current liabilities | ||||||||||||
| Shareholders’ equity | ||||||||||||
| Share capital and premium | ||||||||||||
| Capital reserve in respect of share-based payment | ||||||||||||
| Accumulated deficit | ( | ) | ( | ) | ( | ) | ||||||
| Total shareholders’ equity | ||||||||||||
| Total liabilities and shareholders’ equity | ||||||||||||
The accompanying notes are an integral of to these financial statements.
1
SAVERONE 2014 LTD.
CONDENSED STATEMENTS OF COMPREHENSIVE LOSS
(New Israeli Shekels in thousands, except per share and share data)
| Six Months Ended June 30, | Year Ended December 31, | |||||||||||
| 2026 | 2025 | 2025 | ||||||||||
| Unaudited | Audited | |||||||||||
| Revenues | ||||||||||||
| Cost of revenues | ( | ) | ( | ) | ( | ) | ||||||
| Inventory impairment loss | ( | ) | ||||||||||
| Gross (loss) profit | ( | ) | ||||||||||
| Research and development expenses, net | ( | ) | ( | ) | ( | ) | ||||||
| Selling and marketing expenses, net | ( | ) | ( | ) | ( | ) | ||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ||||||
| Financing expenses | ( | ) | ( | ) | ( | ) | ||||||
| Financing income | ||||||||||||
| Financing income (expenses), net | ( | ) | ||||||||||
| Other income (expenses) | ||||||||||||
| Loss for the period | ( | ) | ( | ) | ( | ) | ||||||
| Comprehensive loss for the period | ( | ) | ( | ) | ( | ) | ||||||
| Loss per share attributed to shareholders of Company, par value NIS 0.01 each | ||||||||||||
| Basic and diluted loss per share: | ||||||||||||
| Basic and diluted loss per share | ( | ) | ( | ) | ( | ) | ||||||
| Weighted average of number of shares used to calculate the basic and diluted loss per share | ||||||||||||
The accompanying notes are an integral of to these financial statements.
2
SAVERONE 2014 LTD.
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(New Israeli Shekels in thousands, except per share and share data)
For the six-month period ended June 30, 2026
| Share capital and premium | Capital reserve in respect of share-based payment | Accumulated deficit | Total shareholders’ equity | |||||||||||||
| Balance as of January 1, 2026 (audited) | ( | ) | ||||||||||||||
| Share-based payment (Note 5) | ||||||||||||||||
| Issuance of ADS resulted from partial exercise of Commitment Amount under equity line | ||||||||||||||||
| Repayment of promissory note through issuance of ADSs resulted from partial exercise of Commitment Amount under equity line | ||||||||||||||||
| Issuance of shares as a consideration of share exchange (Note 5) | ||||||||||||||||
| Exercise of restricted share units into ordinary shares | ( | ) | ||||||||||||||
| Comprehensive loss for the period | ( | ) | ( | ) | ||||||||||||
| Balance as of June 30, 2026 (unaudited) | ( | ) | ||||||||||||||
For the six-month period ended June 30, 2025
| Share capital and premium | Capital reserve in respect of share-based payment | Accumulated deficit | Total shareholders’ equity | |||||||||||||
| Balance as of January 1, 2025 (audited) | ( | ) | ||||||||||||||
| Share-based payment | ||||||||||||||||
| Issuance of ADS resulted from partial exercise of Commitment Amount under equity line | ||||||||||||||||
| Repayment of promissory note through issuance of ADSs resulted from partial exercise of Commitment Amount under equity line | ||||||||||||||||
| Net proceeds received from issuance of ADSs as part of shelf prospectus through public offering transaction | ||||||||||||||||
| Exercise of restricted share units into ordinary shares | ( | ) | ||||||||||||||
| Comprehensive loss for the period | ( | ) | ( | ) | ||||||||||||
| Balance as of June 30, 2025 (unaudited) | ( | ) | ||||||||||||||
The accompanying notes are an integral of to these financial statements.
3
SAVERONE 2014 LTD.
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(New Israeli Shekels in thousands, except per share and share data)
For the year ended December 31, 2025
| Share capital and premium | Capital reserve in respect of share-based payment | Accumulated deficit | Total shareholders’ equity | |||||||||||||
| Balance as of January 1, 2025 (audited) | ( | ) | ||||||||||||||
| Share-based payment | ||||||||||||||||
| Share-based payment to service providers | ||||||||||||||||
| Issuance of ADSs resulted from partial exercise of Commitment Amount under equity line | ||||||||||||||||
| Repayment of promissory notes (principal and interest) through issuance of ADSs resulted from partial exercise of Commitment Amount under equity line | ||||||||||||||||
| Net proceeds received from issuance of ADSs as part of shelf prospectus through public offering transaction | ||||||||||||||||
| Exercise of restricted share units into ordinary shares | ( | ) | ||||||||||||||
| Comprehensive loss for the year | ( | ) | ( | ) | ||||||||||||
| Balance as of December 31, 2025 (audited) | ( | ) | ||||||||||||||
The accompanying notes are an integral of to these financial statements.
4
SAVERONE 2014 LTD.
CONDENSED STATEMENTS OF CASH FLOWS
(New Israeli Shekels in thousands, except per share and share data)
| Six Months Ended June 30, | Year Ended December 31, | |||||||||||
| 2026 | 2025 | 2025 | ||||||||||
| Unaudited | Audited | |||||||||||
| Cash flow from operating activity | ||||||||||||
| Comprehensive loss for the period | ( | ) | ( | ) | ( | ) | ||||||
| Adjustments required to present cash flows from operating activities (Appendix A) | ||||||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ( | ) | ||||||
| Cash flows from investment activity | ||||||||||||
| Change in deposits restricted as to withdrawal | ||||||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ( | ) | ||||||
| Net cash provided by (used in) investment activity | ( | ) | ( | ) | ( | ) | ||||||
| Cash flows from financing activity | ||||||||||||
| Proceeds received from issuance of ADSs resulted from partial exercise of Commitment Amount under equity line | ||||||||||||
| Net proceeds received from issuance of promissory notes | ||||||||||||
| Repayment of government grants | ( | ) | ( | ) | ||||||||
| Net proceeds received from issuance of ADSs and warrants as part of shelf prospectus through public offering transaction | ||||||||||||
| Repayment of principal in respect of leasing | ( | ) | ( | ) | ( | ) | ||||||
| Proceeds from issuance of ADSs | ||||||||||||
| Net cash provided by financing activity | ||||||||||||
| Change in balance of cash and cash equivalents | ( | ) | ||||||||||
| Exchange differences on cash and cash equivalents | ( | ) | ( | ) | ( | ) | ||||||
| Balance of cash and cash equivalents, beginning of period | ||||||||||||
| Balance of cash and cash equivalents, end of period | ||||||||||||
| (*) | Representing amount lower than NIS 1. |
5
SAVERONE 2014 LTD.
CONDENSED STATEMENTS OF CASH FLOWS
(New Israeli Shekels in thousands, except per share and share data)
| Six Months Ended June 30, | Year Ended December 31, | |||||||||||
| 2026 | 2025 | 2025 | ||||||||||
| Unaudited | Audited | |||||||||||
| Appendix A – Adjustments required to present cash flows from operating activities | ||||||||||||
| Income and expenses not involving cash flows | ||||||||||||
| Depreciation | ||||||||||||
| Amortization of right for use asset | ||||||||||||
| Interest expenses in respect of leasing | ||||||||||||
| Share-based payment to service providers as part of shelf prospectus through public offering transaction | ||||||||||||
| Share-based payment to employees and service providers | ||||||||||||
| Revaluation of investment at fair value | ||||||||||||
| Revaluation of derivative warrant liability and related expenses | ( | ) | ( | ) | ||||||||
| Recognition of discount, interest and exchange differences expenses related to promissory notes | ||||||||||||
| Finance expenses incurred from partial exercise of Commitment Amount under equity line | ||||||||||||
| Exchange differences on cash and cash equivalent and restricted deposits | ||||||||||||
| Changes in liability in respect of government grants | ( | ) | ( | ) | ||||||||
| ( | ) | |||||||||||
| Changes in asset and liability items | ||||||||||||
| Decrease (increase) in other current assets | ||||||||||||
| Decrease (increase) in trade receivables | ( | ) | ( | ) | ||||||||
| Decrease (increase) in inventory | ||||||||||||
| Increase (decrease) in trade payables | ( | ) | ( | ) | ||||||||
| Increase (decrease) in other current liabilities | ( | ) | ( | ) | ||||||||
| Appendix B – Non-cash investment and financing activities | ||||||||||||
| Shares issued as part of share exchange agreement (Note 5) | ||||||||||||
| Issuance of shares for amount to be received | ||||||||||||
| Repayment of promissory notes (principal and interest) through issuance of ADSs resulted from partial exercise of Commitment Amount under equity line | ||||||||||||
| Appendix C - Additional information pertaining to cash flows | ||||||||||||
| Interest received | ||||||||||||
6
SAVERONE 2014 LTD.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
(New Israeli Shekels in thousands, except per share and share data)
Note 1 - General
| A. | Incorporation and operations |
SaverOne 2014 Ltd. (the “Company”) was founded in Israel on November 16, 2014 and commenced its business activity on that date (the “Inception Date”) in development of the technology necessary to create a life-saving system that prevents certain uses of cell phones while driving a motor vehicle (the “SaverOne System”). Our principal executive offices are located at Em Hamoshavot Rd. 94, Petah Tikvah, 4970602 Israel.
| B. | The Company’s business position |
The Company is currently
in the early commercialization stage and has not yet generated sufficient revenues from selling of Saverone systems and its other activities.
From the Inception Date and through June 30, 2026, the Company reported losses and a negative cash flow from current operating activity.
As of June 30, 2026, the Company has an accumulated deficit of NIS 224,281 and it had a comprehensive loss of NIS
The Company plans to finance its operations through the sale of equity and/or debt and is pursuing strategic collaborations, including a non-exclusive license agreement entered on January 26, 2026, with VisionWave Holdings, Inc., an Israeli public company listed on Nasdaq (“VisionWave”), pursuant to which the Company obtained a worldwide, royalty-free license to use VisionWave’s RF technology for the development and commercialization of an RF-based platform for defense and security applications.
In addition, the
agreement with VisionWave included an Exchange Agreement (the “Exchange Agreement”), pursuant to which the Company issued
to VisionWave, an aggregate number of
In addition, the Company is working to increase its revenues from sales of the SaverOne Systems and to reduce its operating expenses. However, there can be no assurance that the Company will succeed in implementing its plans.
In order to utilize such credit or equity facilities, the Company must comply with applicable regulatory requirements, including those related to its continued listing on the Nasdaq. There can be no assurance that the Company will be able to satisfy these requirements in the future, and failure to do so may limit the Company’s ability to access these financing arrangements or to complete them. Furthermore, there can be no assurance that the Company will succeed in obtaining the necessary financing or generating sufficient revenues from product sales to meet its current obligations and achieve its business objectives. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
7
SAVERONE 2014 LTD.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
(New Israeli Shekels in thousands, except per share and share data)
Note 1 - General (Cont.)
| B. | The Company’s business position (Cont.) |
On June 5, 2023 (the “YA Effective
Date”), the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd., Cayman Islands-based
hedge fund (“Yorkville”), under which the Company had the right to sell to Yorkville from time to time (each such occurrence,
an “Advance”) up to $
On July 16, 2024 the Company entered
into a new Standby Equity Purchase Agreement (the “New SEPA”) with Yorkville, under which the Company had the right to sell
to Yorkville from time to time up to $
On January 30, 2025, the Company entered
into securities purchase agreements with certain institutional investors of selling through a registered direct offering an aggregate
of
On October
30, 2025, the Company entered into a new Standby Equity Purchase Agreement (the “SEPA III”) with Yorkville, under which the
Company has the right to sell to Yorkville from time to time up to $
Since October 28, 2024, the Company
effected several change in the ADS ratio with the most recent change occurred on February 25, 2026, the Company effected a change in the
ADS ratio from one (1) ADS representing ten thousand eight hundred (
8
SAVERONE 2014 LTD.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
(New Israeli Shekels in thousands, except per share and share data)
Note 1 - General (Cont.)
| C. | The impact of Regional Armed Conflict in Israel and Middle East |
Beginning on October 7, 2023, following the attack on the State of Israel by the terrorist organization Hamas and the subsequent hostilities involving additional regional parties, the State of Israel declared a state of war and launched military operations to protect its residents and borders. The war has, at times, had a significant impact on economic and business activity in Israel and has affected the operational continuity of businesses throughout the country.
During 2024 and 2025, Israel continued military operations in various regions, including the Gaza Strip and against Iranian-related threats. Although ceasefire arrangements were reached from time to time, geopolitical and security risks in the region remained.
During the first half of 2026, regional tensions continued. In February 2026, military activity involving United stated, Israel, Iran and additional regional parties resulted in a temporary state of emergency in Israel and certain restrictions on economic activity. These restrictions were gradually lifted during March 2026.
The Company’s management is continuously monitoring developments of the conflict in the region and acting in accordance with the directives of the various authorities. To date, management believes that the conflict did not have significant adverse effect on the company’s ability to access to financing arrangements, however the conflict might had an adverse effect on the company ability to achieve certain of its business targets on a timely manner, as expected by management (see also Note 1B above). Since these are events characterized by uncertainty, among other things, regarding the date of the end of the war and the indirect effects that may be caused by it, as of the date of approval of the interim condensed financial statements by the Board of Directors, since this is an event beyond the Company’s control and characterized by uncertainty, inter alia as to when the War will end, the Company is unable to predict the intensity of the War impact on the Company’s financial condition and its operations results.
Note 2 - Significant accounting policies
| A. | Basis of presentation |
The accompanying unaudited condensed interim financial statements and related notes should be read in conjunction with the Company’s financial statements and related notes included in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2025, which was filed with the Securities and Exchange Commission (“SEC”) on March 27, 2026. The unaudited condensed interim financial statements have been prepared in accordance with the rules and regulations of the SEC related to interim financial statements. The interim condensed financial statements have been prepared in accordance with generally accepted accounting principles for the preparation of financial statements in accordance with IFRS for interim periods, as prescribed in IAS 34 “Interim Financial Reporting”. The financial information contained herein is unaudited; however, management believes all adjustments have been made that are considered necessary to present fairly the results of the Company’s financial position and operating results for the interim periods. All such adjustments are of a normal recurring nature.
The results for the six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any other interim period or for any future period.
The Interim Financial Statements were approved for issue by the Board of Directors on August 12, 2026.
9
SAVERONE 2014 LTD.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
(New Israeli Shekels in thousands, except per share and share data)
Note 2 - Significant accounting policies (Cont.)
| B. | Material accounting policies |
The Interim Financial Statements have been prepared in accordance with the accounting policies adopted in the Company’s most recent annual financial statements for the year ended 31 December 2025.
| C. | Use of estimates in the preparation of financial statements |
The preparation of financial statements in conformity with IFRS requires management to make accounting estimates and assessments that involve use of judgment and that affect the amounts of assets and liabilities presented in the financial statements, the disclosure of contingent assets and liabilities at the dates of the financial statements, the amounts of revenues and expenses during the reporting periods and the accounting policies adopted by the Company. Actual results could differ from those estimates.
| D. | New Standards adopted at 1 January 2025 |
There are no accounting pronouncements which have become effective from 1 January 2026 that have a significant impact on the Company’s interim condensed consolidated statements.
| E. | New Standards not yet effective |
International Financial Reporting Standard 18, Presentation and Disclosure in Financial Statements (“IFRS 18”)
On 9 April 2024 the International Accounting Standards Board (IASB) published IFRS 18.
IFRS 18, replaces IAS 1 ‘Presentation of Financial Statements’ with the objective to improve how information is communicated in an entity’s financial statements, particularly in the statement of profit or loss and in its notes to the financial statements.
The main changes that will apply to the financial statements with the implementation of IFRS 18, in relation to the presentation and disclosure instructions that apply today include the following:
| ● | IFRS 18 will change the structure of the profit or loss report and will include three new defined categories: operating, investment and financing and will add two new interim summaries: operating profit and profit before financing and income taxes. |
| ● | IFRS 18 includes guidelines for providing disclosure on performance indicators defined by management (Management-defined performance measures). |
| ● | IFRS 18 provides guidelines regarding the aggregation and disaggregation of the information in the financial statements in relation to the question of whether information should be included in the main reports or in explanations and disclosures regarding items defined as “other”. |
| ● | IFRS 18 includes amendments to other standards, including limited amendments to International Accounting Standard 7, Statement of Cash Flows. |
10
SAVERONE 2014 LTD.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
(New Israeli Shekels in thousands, except per share and share data)
Note 2 - Significant accounting policies (Cont.)
| E. | New Standards not yet effective (Cont.) |
International Financial Reporting Standard 18, Presentation and Disclosure in Financial Statements (“IFRS 18”) (cont.)
IFRS 18 will become effective, in a retrospective manner, for annual reporting periods beginning on or after 1 January 2027. Early application of IFRS 18 is permitted.
The Company is currently working to identify all of the impacts that IFRS 18 will have on the primary financial statements and notes to the financial statements. The effect of the new standard, however it may be, will only affect matters of presentation and disclosure. IFRS 18 will be applied retrospectively with specific transitional provisions.
Note 3 - Standby Equity Purchase Agreements and Promissory Notes
As further described in Note 13C3 to the Company’s annual financial statements for the year ended December 31, 2025, on June 5, 2023, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd., Cayman Islands-based hedge fund (“Yorkville”). On July 16, 2024, the Company entered into a second Standby Equity Purchase Agreement (the “New SEPA”) with Yorkville. Upon the effectiveness of the New SEPA, the previous SEPA was terminated.
On
October 30, 2025, the Company entered into a third SEPA agreement (“SEPA III”), pursuant to which Yorkville has committed
to purchase up to $
Yorkville
is not required to subscribe for or acquire any ADSs under SEPA III if such ADSs, when aggregated with all other ADSs or ordinary shares
beneficially owned by Yorkville and its affiliates, would result in Yorkville beneficially owning more than
In
connection with SEPA III, Yorkville advanced to the Company a principal amount of $
As of June 30, 2026, there were no outstanding balance of the Promissory Note issued under SEPA III, as the SEPA III Promissory Note was fully repaid during the six-month period ended June 30, 2026 (including early repayment of certain amounts).
During
the six-month period ended June 30, 2026, the Company sold and issued to Yorkville under SEPA III
11
SAVERONE 2014 LTD.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
(New Israeli Shekels in thousands, except per share and share data)
Note 3 - Standby Equity Purchase Agreements and Promissory Notes (Cont.)
The following tabular presentation reflects the reconciliation of the carrying amount of the Promissory Notes during the six-month period ended June 30, 2026:
| Six months period ended June 30, | ||||
| 2026 | ||||
| Unaudited | ||||
| Opening balance | ||||
| Recognition of discount and interest expenses | ||||
| Repayment of Promissory Notes and accrued interest through issuance of ADSs resulted from partial exercise of Commitment Amount under equity line(*) | ( | ) | ||
| Income from exchange rate differentials | ( | ) | ||
| Closing balance | ||||
| (*) |
Note 4 - Share capital and reserves
| A. |
| June 30, 2026 | December 31, 2025 | |||||||||||||||
| Authorized | Issued and outstanding | Authorized | Issued and outstanding | |||||||||||||
| Unaudited | Audited | |||||||||||||||
| Ordinary shares, par value NIS | ||||||||||||||||
| B. | Securities purchase agreements |
On January 30, 2025, the Company completed a registered direct offering, as further described in Note 13C(4) to the Company’s annual financial statements for the year ended December 31, 2025. No additional registered direct offerings were completed during the six-month period ended June 30, 2026.
| C. | Increasing the Company authorized shares |
On August 18, 2025,
the general meeting of shareholders of the Company approved to increase the authorized shares of the Company to
| D. | Rights attached to the ordinary shares |
The ordinary shares of the Company grant the holders thereof the right to participate and vote in shareholders meetings, the right to receive a dividend, as declared, the right to participate in distributions of bonus shares and the right to participate in the distribution of the assets of the Company upon liquidation.
| E. | ADS Ratio Change |
12
SAVERONE 2014 LTD.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
(New Israeli Shekels in thousands, except per share and share data)
Note 4 - Share capital and reserves (Cont.)
| F. |
| Six months period ended June 30, 2026 | ||||
| Unaudited | ||||
| Balance as of January 1, 2026 | ||||
| Issuance of Advance Shares resulted from partial exercise of Commitment Amount under equity line and repayment of Promissory Notes(see Note 3 above) | ||||
| Issuance of shares as part of Exchange Agreement with VisionWave Holdings, Inc (see Note 5 below) | ||||
| Exercise of restricted shares units into ordinary shares | ||||
| Balance as of June 30, 2026 | ||||
Note 5 - Exchange Agreement with VisionWave Holdings, Inc
On January 26, 2026, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with VisionWave Holdings, Inc. (“VisionWave”), pursuant to which the parties agreed to enter into a strategic collaboration focused on the development and commercialization of radio-frequency (“RF”) based technologies for defense, homeland security and critical infrastructure applications.
Under the Exchange Agreement, the
Company and VisionWave agreed to complete a staged equity exchange in three sequential stages. Upon completion of all stages, and subject
to the terms and conditions of the Exchange Agreement, VisionWave was expected to beneficially own approximately
In addition, pursuant to the Exchange Agreement, VisionWave granted the Company a perpetual, irrevocable, worldwide, royalty-free and non-exclusive license to certain of VisionWave’s proprietary RF technologies for the development, integration, commercialization and operation of RF-based products and solutions.
On March 5, 2026, following the approval of the Company’s shareholders at the Extraordinary General Meeting, the Company completed the initial closing (“Stage 1 Closing”) under the Exchange Agreement.
Upon the Stage 1 Closing, VisionWave
issued to the Company
13
SAVERONE 2014 LTD.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
(New Israeli Shekels in thousands, except per share and share data)
Note 5 - Exchange Agreement with VisionWave Holdings, Inc (Cont.)
In exchange, the Company issued to
VisionWave
On June 22, 2026, following the achievement and certification of the contractual milestones, the Company and VisionWave agreed upon the completion of both the Stage 2 Closing (Milestone 1 Exchange) and the Stage 3 Closing (Milestone 2 Exchange) under the Exchange Agreement.
Accordingly, the Company issued an
aggregate number of
| ● |
| ● |
The assignment to Adrian did not modify the aggregate consideration payable to the Company or the aggregate number of ordinary shares issued under the Exchange Agreement. Adrian received a portion of the Company’s shares directly at VisionWave’s direction, while VisionWave remained solely responsible for delivering the agreed consideration to the Company.
On June 24, 2026, as part of both
the Stage 2 Closing (Milestone 1 Exchange) and the Stage 3 Closing, VisionWave issued and delivered to the Company an aggregate of
The company’s investment in VisionWave is accounted for at fair value through profit or loss category, in accordance with the provisions of IFRS 9 and is measured based on Level 3 under the fair value hierarchy. This investment was presented in the statements of financial position as a short term asset, based on management plans and expectations.
As of June 30, 2026, the company had
an aggregate number of
As of June 30, 2026, following the
completion of all stages (and including the effect of VisionWave sales and purchases of the Company ADS at the stock exchange market),
VisionWave beneficially own approximately
As part of each of the three stages,
under the terms of the Exchange Agreement, certain members of the Company’s management were granted an additional
14
SAVERONE 2014 LTD.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
(New Israeli Shekels in thousands, except per share and share data)
Note 5 - Exchange Agreement with VisionWave Holdings, Inc (Cont.)
The company accounted for such grant in a similar manner to the provisions of IFRS 2, Share-based Payment. Thus, the fair value of such shares was recognized as share based payment expense with a corresponding increase to equity.
Subsequent to the reporting date, on July 22, 2026, the U.S. Securities and Exchange Commission (“SEC”) declared effective VisionWave’s Registration Statement on Form S-1. As a result, the VisionWave common shares held by the Company, which were subject to transfer restrictions as of June 30, 2026, became eligible for public resale pursuant to the effective Registration Statement. This event occurred after the reporting date and, accordingly, did not affect the measurement of the Company’s investment as of June 30, 2026.
Note 6 - Loss per share
Basic and diluted net loss per ordinary share
Basic net loss per ordinary share is computed by dividing the net loss for the period applicable to ordinary shareholders, by the weighted average number of ordinary shares outstanding during the period (including shares that were fully paid under the pre-funded amount). Diluted loss per share gives effect to all potentially dilutive common shares outstanding during the period using the treasury stock method with respect to options and certain warrants and using the if-converted method with respect to certain warrants accounted for as derivative financial liability. In computing diluted loss per share, the average share price for the period is used in determining the number of shares assumed to be purchased from the exercise of options or warrants.
During the period of six months ended
June 30, 2026 and 2025, the total weighted average number of ordinary shares, par value NIS
The following table presents a summary of the loss and number of shares (including adjustments to such data) that were taken into consideration for purposes of computing the loss per share (both basic and diluted).
| Six months period ended June 30, | Year ended December 31, | |||||||||||
| 2026 | 2025 | 2025 | ||||||||||
| Unaudited | Audited | |||||||||||
| Loss attributed to the shareholders of the Company for purposes of computing the basic and diluted loss per share | ( | ) | ( | ) | ( | ) | ||||||
| Number of shares | ||||||||||||
| Six months period ended June 30, | Year ended December 31, | |||||||||||
| 2026 | 2025 | 2025 | ||||||||||
| Unaudited | Audited | |||||||||||
| Weighted number of shares used in computing basic and diluted loss per share | ||||||||||||
15
SAVERONE 2014 LTD.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
(New Israeli Shekels in thousands, except per share and share data)
Note 7 - Financial risk factors
| A. | General |
The Company’s activities expose it to a variety of financial risks , market risks, credit risks and liquidity risks. During each period, the Company assesses the financial risks and makes decisions regarding them accordingly.
The condensed interim financial statements do not include all financial risk information and disclosures required in the annual financial statements; they should be read in conjunction with the Company’s annual financial statements as of December 31, 2025.
There have been no changes in the risk management policies since the year-end.
| B. | Fair value of financial instruments |
Items, the carrying value of which is based on Fair value or approximates their fair value
The Company’s financial instruments which are part of its working capital, include mainly cash and cash equivalents, short-term bank deposits, restricted deposits, trade receivables, net other current assets, trade payables and other current liabilities. As of the reported periods, the balances of these financial instruments in the statements of financial position constitute an approximation of their fair values.
Also, as of June 30, 2026, the Company has an investment in marketable securities - shares of VisionWave, which is carried at fair value (see Note 5 above) based on the quoted market price of the shares taking into consideration the effect of a discount for lack of marketability due to transfer restrictions for a period of up to six months. See note 9 below, regarding a significant decrease in the market price of VisionWave common stock.
In addition, the Company has a liability in respect of government grants, a liability in respect of leasing and promissory notes, net that are measured at the initial recognition date at fair value and in subsequent periods at the amortized cost using the effective interest method. Taking into consideration that there has not been a significant change in the discount rate used for recognition of the liabilities and the current discount rate, the balance constitutes an approximation of fair value.
In
addition, as of June 30, 2026, the company has a Derivative warrants liability in the amount of NIS
Note 8 - Non-binding agreement to invest in other Company
On June 30, 2026, the Company entered into a non-binding term sheet with Gryphen Aircraft Industries S.r.l., an Italian aerospace and defense technology company, for a proposed strategic investment.
Pursuant
to the term sheet, the Company intends to invest an initial amount of €
Subject
to the achievement of certain milestones, the Company may increase its total investment to €
As of the date of approval of these interim financial statements, the transaction has not been completed and remains subject to the execution of definitive agreements and the satisfaction of the applicable closing conditions.
Accordingly, no amounts relating to the proposed transaction have been recognized in these condensed interim financial statements.
16
SAVERONE 2014 LTD.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
(New Israeli Shekels in thousands, except per share and share data)
Note 9 - Subsequent events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements, except as disclosed below.
| A. | Partial exercise of Commitment Amount |
During
the period commencing on July 1, 2026 through the issuance date of these condensed interim financial statements, the Company sold
| B. | A significant decrease of the value of the Company’s investment in VisionWave stock |
Subsequent
to the balance sheet date, the market price of VisionWave’s stock decreased significantly. During July 2026, the stock price declined
by approximately
17