VisionWave discloses 22.2% SaverOne stake

VisionWave Holdings Inc. reports beneficial ownership of 7,128,388,800 Ordinary Shares of SaverOne 2014 Ltd., representing 22.20% of the class.

Rhea-AI Filing Summary

VisionWave Holdings Inc. reports beneficial ownership of 7,128,388,800 Ordinary Shares of SaverOne 2014 Ltd., representing 22.20% of the class. These holdings are primarily tied to Ordinary Shares underlying American Depositary Shares trading on Nasdaq under the symbol SVRE.

Between March 23 and March 30, 2026, VisionWave acquired an additional 3,237 ADSs in open-market Nasdaq transactions for an aggregate purchase price of approximately $9,711, adding 139,838,400 Ordinary Shares based on an ADS ratio of 43,200 shares per ADS. The stake is held for investment and strategic purposes under an Exchange Agreement that includes potential board designation rights and milestone-based additional acquisitions.

Insights

Equity ownership & governance analyst

VisionWave now holds 22.2% of SaverOne with governance-linked rights.

VisionWave Holdings discloses a sizeable 22.20% beneficial stake in SaverOne 2014 Ltd., amounting to 7,128,388,800 Ordinary Shares. The position includes Ordinary Shares underlying ADSs and reflects incremental open‑market buying of 3,237 ADSs for about $9,711 in late March 2026.

The filing describes the stake as for investment and strategic purposes and references an Exchange Agreement granting rights such as potential board designation and milestone-based additional acquisitions. These terms indicate a structured relationship rather than a purely passive holding, though no specific change-of-control or restructuring plans are outlined.

Actual impact will depend on how VisionWave uses its 22.20% holding and any rights under the Exchange Agreement. Future company communications or filings describing board representation or milestone triggers under the agreement would clarify how influential this ownership block becomes in SaverOne’s governance.

Key Figures

Beneficial ownership: 7,128,388,800 Ordinary Shares Ownership percentage: 22.20% Recent ADS purchases: 3,237 ADSs +3 more

6 metrics

Beneficial ownership 7,128,388,800 Ordinary Shares Beneficially owned by VisionWave Holdings Inc.

Ownership percentage 22.20% Percent of SaverOne Ordinary Shares class

Recent ADS purchases 3,237 ADSs Acquired March 23–30, 2026 on Nasdaq

ADS purchase price $9,711 Aggregate purchase price, exclusive of commissions

ADS ratio 43,200 Ordinary Shares per ADS ADS ratio effective February 25, 2026

Additional Ordinary Shares from ADSs 139,838,400 Ordinary Shares Resulting from 3,237 ADS acquisitions

Key Terms

Schedule 13D/A, American Depositary Shares, beneficially owned, Exchange Agreement, +2 more

6 terms

Schedule 13D/A regulatory

"If the filing person has previously filed a statement on Schedule 13G..."

A Schedule 13D/A is an amended disclosure filed with regulators by an investor who already reported owning more than 5% of a company’s shares and needs to update their original filing. Think of it as a public status update that tells markets whether the investor’s ownership, plans, or source of funds have changed; such updates matter because they can signal a push for control, major strategic moves, or increased pressure on management, which can affect stock prices.

American Depositary Shares financial

"American Depositary Shares trade on The Nasdaq Stock Market LLC under the symbol "SVRE.""

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 7,128,388,800.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Exchange Agreement regulatory

"Pursuant to the Exchange Agreement, VisionWave has certain rights including potential board designation rights..."

A written deal in which two parties agree to swap assets, securities or obligations under set terms—think of it as a formal swap or trade contract. For investors it matters because such agreements can change who owns what, alter a company’s capital structure, affect future cash flows or dilute existing shares, and therefore influence value and risk in a straightforward, contract-driven way.

board designation rights financial

"Pursuant to the Exchange Agreement, VisionWave has certain rights including potential board designation rights..."

open-market transactions financial

"acquired an aggregate of 3,237 American Depositary Shares ("ADSs") of the Issuer in open-market transactions..."

Open-market transactions are purchases or sales of a company’s securities that take place on public exchanges rather than through private agreements. They matter to investors because these trades change the number of shares available, can move the stock price, and often signal management’s view of the company’s value—like a store restocking or clearing shelves, altering supply and the price shoppers see.

FAQ

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

What ownership stake in SaverOne 2014 Ltd. does VisionWave Holdings (SVRE) report?

VisionWave reports beneficial ownership of 7,128,388,800 Ordinary Shares of SaverOne 2014 Ltd., representing 22.20% of the outstanding class. This makes VisionWave a major shareholder, with its position largely tied to Ordinary Shares underlying American Depositary Shares listed on Nasdaq.

How many SaverOne ADSs did VisionWave recently purchase and for what price?

Between March 23 and March 30, 2026, VisionWave acquired an additional 3,237 American Depositary Shares of SaverOne in open-market Nasdaq transactions. The aggregate purchase price was approximately $9,711, exclusive of commissions, modestly increasing VisionWave’s overall exposure to the company.

What is the ADS-to-Ordinary Share ratio for SaverOne 2014 Ltd. in this filing?

Each American Depositary Share of SaverOne represents 43,200 Ordinary Shares, based on the ADS ratio effective February 25, 2026. Using this ratio, VisionWave’s 3,237 newly purchased ADSs equate to 139,838,400 additional Ordinary Shares acquired during the referenced period.

Why is VisionWave Holdings investing in SaverOne 2014 Ltd. shares?

VisionWave states that its acquisitions of SaverOne Ordinary Shares and ADSs are for investment and strategic purposes. The company describes itself as a holding company developing dual-market autonomous systems technologies, and views its SaverOne position as consistent with previously disclosed strategic objectives.

What special rights does VisionWave have under the Exchange Agreement with SaverOne?

Under an Exchange Agreement dated January 26, 2026, VisionWave holds certain rights, including potential board designation rights and milestone-based opportunities for additional acquisitions. The agreement structures VisionWave’s relationship with SaverOne beyond a purely passive shareholding position.

Has VisionWave indicated plans to buy more SaverOne shares in the future?

VisionWave indicates it may from time to time acquire additional Ordinary Shares or ADSs of SaverOne in open-market or privately negotiated transactions. Any such activity would depend on market conditions, applicable securities laws, and other business considerations described in its Schedule 13D amendments.

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

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Accepted by SEC EDGAR 04/02/2026 - 04:08 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

SaverOne 2014 Ltd.

(Name of Issuer)

Ordinary Shares, NIS 0.01 par value (underlying American Depositary Shares)

(Title of Class of Securities)

80516T600

(CUSIP Number)

VisionWave Holdings Inc.
300 Delaware Ave., Suite 210 # 301
Wilmington, DE, 19801
(302) 305-4790

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/11/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 80516T600

1

Name of reporting person

VisionWave Holdings, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 7,128,388,800.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 7,128,388,800.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

7,128,388,800.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.20 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, NIS 0.01 par value (underlying American Depositary Shares)
(b)	Name of Issuer: SaverOne 2014 Ltd.
(c)	Address of Issuer's Principal Executive Offices: Em Hamoshavot Road 94, POB 3644, Petah Tikva, ISRAEL , 4970602.
Item 1 Comment: This Schedule 13D relates to the ordinary shares, NIS 0.01 par value (the "Ordinary Shares"), of SaverOne 2014 Ltd., an Israeli company (the "Issuer"), whose American Depositary Shares trade on The Nasdaq Stock Market LLC under the symbol "SVRE." The principal executive offices of the Issuer are located at Em Hamoshavot Road 94, POB 3644, Petah Tikva, 4970602, Israel.
Item 2.	Identity and Background
(a)	The name of the person filing this statement is VisionWave Holdings, Inc., a Delaware corporation ("VisionWave" or the "Reporting Person").
(b)	The principal business address of VisionWave is 300 Delaware Ave., Suite 210 # 301, Wilmington, DE 19801; (302) 305-4790.
(c)	VisionWave is a Nasdaq-listed holding company engaged in developing dual-market autonomous systems platform company developing AI-driven, RF-based sensing, autonomy, and computational acceleration technologies for defense, homeland security, and commercial infrastructure applications. VisionWave's mission is to connect defense innovation with civilian progress through shared core technologies deployed across air, land, and sea.
(d)	During the last five years, VisionWave has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(e)	During the last five years, VisionWave has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Delaware, United States.
Item 3.	Source and Amount of Funds or Other Consideration
	In addition to the acquisitions described in the Original Schedule 13D and Amendment No. 1, between March 23, 2026 and March 30, 2026, the Reporting Person acquired an aggregate of 3,237 American Depositary Shares ("ADSs") of the Issuer in open-market transactions on The Nasdaq Stock Market LLC for an aggregate purchase price of approximately $9,711 (exclusive of commissions). Each ADS represents 43,200 Ordinary Shares pursuant to the ADS ratio effective February 25, 2026. These transactions resulted in the acquisition of 139,838,400 additional Ordinary Shares. The funds used for these purchases were from the Reporting Person's working capital.
Item 4.	Purpose of Transaction
	The additional acquisitions described in Item 3 above were made for investment and strategic purposes consistent with those described in the Original Schedule 13D and Amendment No. 1. The Reporting Person may from time to time acquire additional Ordinary Shares or ADSs of the Issuer in the open market or in privately negotiated transactions, subject to market conditions, applicable securities laws, and other considerations. Except as described herein or in the Original Schedule 13D and Amendment No. 1, the Reporting Person has no current plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	See Rows 7-13 of the cover page.
(b)	See Rows 7-13 of the cover page.
(c)	Except for the acquisition described in Item 3, the Reporting Person has not effected any transactions in the Ordinary Shares during the past 60 days.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Pursuant to the Exchange Agreement, VisionWave has certain rights including potential board designation rights and milestone-based additional acquisitions. The Exchange Agreement is filed as Exhibit 1 hereto and is incorporated by reference.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1: Exchange Agreement dated January 26, 2026, between VisionWave Holdings Inc. and SaverOne 2014 Ltd. (incorporated by reference to relevant SaverOne Form 6-K or as an attachment).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

VisionWave Holdings, Inc.

Signature:	/s/Douglas Davis
Name/Title:	Douglas Davis/Interim CEO
Date:	04/02/2026