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VisionWave Holdings Inc. filed a Schedule 13D reporting beneficial ownership of 6,418,828,800 Ordinary Shares of SaverOne 2014 Ltd., representing 19.99% of SaverOne’s outstanding share capital on a fully diluted basis. The securities are Ordinary Shares, NIS 0.01 par value, underlying American Depositary Shares traded under the symbol SVRE.
The stake was acquired under an Exchange Agreement dated January 26, 2026, in which SaverOne issued shares to VisionWave in exchange for VisionWave common stock valued at approximately $2.74 million. The agreement contemplates additional stages that may increase VisionWave’s ownership to about 51%, tied to milestones, approvals, and further issuances of VisionWave stock up to an aggregate value of $7.0 million. VisionWave describes the transaction as strategic, focused on developing an RF-based defense and security technology platform, and has exercised board designation rights, with Executive Chairman and Interim CEO Douglas Davis appointed to SaverOne’s board.
SaverOne 2014 Ltd. director Davis Douglas Landers filed an initial insider ownership report. The Form 3 shows that, as of the reporting date, he held no Ordinary Shares directly, with total direct holdings reported as 0 shares following the reported position.
SaverOne 2014 Ltd. completed the first stage of its strategic equity exchange and collaboration with VisionWave Holdings. This initial closing launches a multi-stage deal under which, after all stages, VisionWave is expected to beneficially own about 51% of SaverOne’s fully diluted ordinary shares, while SaverOne will hold VisionWave common stock valued at $7 million, subject to a value protection mechanism.
At the first stage, VisionWave issued 365,610 restricted common shares to SaverOne, valued at approximately $2.75 million based on a $7.5031 volume-weighted price. In return, SaverOne issued 148,584 restricted ADSs, representing 6,418,828,800 ordinary shares, equal to 19.99% of SaverOne’s fully diluted share capital as of the agreement’s effective date. SaverOne also received a non-exclusive license to VisionWave RF-related intellectual property to support RF-focused defense and military technology. The partnership aims to integrate SaverOne’s RF sensing into VisionWave’s defense and security platform for applications such as counter‑drone detection, threat identification, infrastructure protection and urban situational awareness.
SaverOne 2014 Ltd. reported the outcome of its Extraordinary General Meeting of Shareholders. The meeting was originally convened on March 4, 2026 but was adjourned to March 5, 2026 because a quorum was not present, as allowed under the company’s Articles of Association.
At the adjourned meeting on March 5, 2026, shareholders approved the proposal that had been presented for their consideration, using the majority threshold required for that proposal. The details of the proposal are contained in the company’s January 28, 2026 Notice and Proxy Statement for the EGM.
SaverOne 2014 Ltd. is changing the ratio of its American Depositary Shares so that one ADS will represent 43,200 ordinary shares instead of 10,800. This functions like a 1-for-4 reverse split of the ADSs and is intended to start trading on this basis on February 25, 2026.
Every four existing ADSs will be automatically exchanged for one new ADS by BNY Mellon, with no change to the underlying ordinary shares. ADSs outstanding will move from 2,533,919 to 633,480, while the total ordinary shares remain unchanged and continue trading on the Tel Aviv Stock Exchange.
SaverOne 2014 Ltd. reported that it has expanded its collaboration with global construction materials company Cemex by completing installation of its Driver Distraction Prevention System in Cemex Croatia. Croatia is the fifth Cemex country using SaverOne’s system, alongside Spain, Germany, the Czech Republic and Israel.
This completion marks the end of a key European deployment phase and supports a planned shift toward a broader global rollout across additional Cemex regions and other work-truck fleets. Both companies emphasize building a consistent, comprehensive safety culture and see the technology as a way to reduce distraction-related driving risks in commercial fleets.
SaverOne 2014 Ltd. is calling an Extraordinary General Meeting on March 4, 2026 to ask shareholders and ADS holders to approve an Exchange Agreement with VisionWave Holdings, Inc.
The agreement creates a three-stage share swap and strategic collaboration focused on RF-based defense and security technologies. If all milestones are met, VisionWave would receive about 51% of SaverOne’s share capital in return for $7 million of VisionWave common stock, making SaverOne VisionWave’s main operating platform for RF defense and security applications. SaverOne must devote at least half of the VisionWave stock value and related proceeds to developing and commercializing this RF platform, and both companies commit to a two-year non-compete in this field.
SaverOne’s board obtained a fairness opinion from BDO, which valued SaverOne’s equity at about $20.2 million as of December 31, 2025, far above its roughly $2.7 million market capitalization, and concluded that the VisionWave consideration is fair from a financial standpoint.
SaverOne 2014 Ltd. is entering a staged strategic share exchange with VisionWave Holdings tied to building an RF-based defense and security platform. VisionWave may acquire approximately 51% of SaverOne’s issued and outstanding share capital in three stages for VisionWave Common Stock valued at $7,000,000, subject to milestones and required approvals. SaverOne will issue blocks of ordinary shares representing 19.99%, 19.99% and 11.02% of its fully diluted share capital at successive milestones, while receiving VisionWave stock priced off a five-day VWAP, with a value-protection mechanism if VisionWave’s share price falls.
The collaboration includes a non-exclusive license for VisionWave RF technologies, at least 50% use of the VisionWave stock value to develop and operate the RF Platform, and VisionWave’s right to designate up to three SaverOne directors as its ownership grows. SaverOne executives may receive up to $3,000,000 of VisionWave stock in performance-based equity grants. Both parties agree to a two-year non-compete in the RF defense and security field after the final closing, and the agreement can be terminated if closings or milestones are not reached on set timelines. SaverOne’s board obtained an independent fairness opinion from BDO and unanimously approved the transaction.
SaverOne 2014 Ltd. received an updated Schedule 13G/A filing showing that prior reportable holders Yi Ming Liu and 2757129 Ontario Incorporated now report owning no ordinary shares. The amendment, dated January 16, 2026, states that each reporting person has 0 shares beneficially owned, representing 0.0% of SaverOne’s ordinary share class.
The filing confirms they have no sole or shared power to vote or dispose of any SaverOne shares. It also certifies that any securities previously held were not acquired to change or influence control of SaverOne and are not held in connection with any control-related transactions.
SaverOne 2014 Ltd. (SVRE) entered a Standby Equity Purchase Agreement with Yorkville for up to $50,000,000 in ADS issuances during the commitment period ending October 30, 2028, subject to the agreement’s terms. Yorkville’s ownership is capped at 9.99% of outstanding ADSs or ordinary shares.
Yorkville provided a $1,500,000 pre‑paid advance via a promissory note bearing 8.0% interest, issued with a 3% discount, maturing on October 30, 2027, and repayable in 10 equal monthly cash installments beginning 90 days after issuance; default interest is 18% per annum.
SaverOne will pay a $25,000 structuring fee and a commitment fee equal to 1.00% of the commitment, issuable in ADSs in fifths as aggregate advances reach milestones of $10,000,000. The company will register for resale ADSs issued under advances and the initial portion of commitment shares and will use commercially reasonable efforts to have the initial registration statement become effective within 45 days of filing.