VisionWave discloses 34.29% stake in SaverOne

VisionWave Holdings Inc. has updated its beneficial ownership in SaverOne 2014 Ltd., reporting control over 13,913,985,600 Ordinary Shares, representing 34.29% of SaverOne’s outstanding Ordinary Shares.

Rhea-AI Filing Summary

VisionWave Holdings Inc. has updated its beneficial ownership in SaverOne 2014 Ltd., reporting control over 13,913,985,600 Ordinary Shares, representing 34.29% of SaverOne’s outstanding Ordinary Shares. VisionWave recently bought 173,499 American Depositary Shares on Nasdaq for about $618,196, adding 7,495,156,800 Ordinary Shares based on a 43,200:1 ADS-to-share ratio.

The purchases were funded from VisionWave’s working capital and described as investment and strategic in nature. Under an Exchange Agreement, VisionWave also holds certain rights, including potential board designation and milestone-based additional acquisitions.

Insights

Equity ownership & governance analyst

VisionWave now holds a sizable 34.29% stake in SaverOne.

VisionWave Holdings Inc. reports beneficial ownership of 13,913,985,600 SaverOne Ordinary Shares, equal to 34.29% of the class. This follows open-market purchases of 173,499 ADSs for about $618,196, with each ADS equal to 43,200 Ordinary Shares.

The filing characterizes the position as investment and strategic, and notes rights under an Exchange Agreement, including potential board designation and milestone-based acquisitions. Future ownership changes and any use of governance rights would be detailed in subsequent disclosures.

Key Figures

Beneficial ownership: 13,913,985,600 Ordinary Shares Ownership percentage: 34.29% of class ADS purchases: 173,499 ADSs +3 more

6 metrics

Beneficial ownership 13,913,985,600 Ordinary Shares Shares beneficially owned by VisionWave with sole voting and dispositive power

Ownership percentage 34.29% of class Percent of SaverOne Ordinary Shares represented by VisionWave’s holdings

ADS purchases 173,499 ADSs SaverOne ADSs acquired by VisionWave between March 30 and June 5, 2026

Purchase cost $618,196 Aggregate purchase price for 173,499 ADSs, excluding commissions

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

Additional Ordinary Shares acquired 7,495,156,800 shares Ordinary Shares represented by newly acquired ADSs

Key Terms

American Depositary Shares, beneficially owned, sole voting power, Exchange Agreement, +2 more

6 terms

American Depositary Shares financial

"acquired an aggregate of 173,499 American Depositary Shares ("ADSs") of the Issuer"

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 13,913,985,600.00"

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.

sole voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 13,913,985,600.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Exchange Agreement financial

"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.

milestone-based additional acquisitions financial

"including potential board designation rights and milestone-based additional acquisitions"

Schedule 13D regulatory

"previously filed a statement on Schedule 13G to report the acquisition that is the subject of this"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

FAQ

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

What percentage of SaverOne (SVRE) does VisionWave now beneficially own?

VisionWave Holdings Inc. reports beneficial ownership of 34.29% of SaverOne’s Ordinary Shares. This equals 13,913,985,600 shares under its sole voting and dispositive power, making VisionWave a major shareholder with significant influence potential over corporate decisions.

How many SaverOne shares does VisionWave control according to the Schedule 13D/A?

VisionWave controls 13,913,985,600 SaverOne Ordinary Shares with sole voting and dispositive power. This large position represents 34.29% of the class and reflects both prior holdings and recent acquisitions disclosed in the amended Schedule 13D filing.

What recent SaverOne (SVRE) purchases did VisionWave disclose?

VisionWave disclosed buying 173,499 American Depositary Shares of SaverOne on Nasdaq for about $618,196. With each ADS representing 43,200 Ordinary Shares, these open‑market transactions added 7,495,156,800 Ordinary Shares to VisionWave’s existing beneficial position in the company.

What is the ADS-to-Ordinary Share ratio for SaverOne held by VisionWave?

Each SaverOne American Depositary Share acquired by VisionWave represents 43,200 Ordinary Shares, based on the ADS ratio effective February 25, 2026. This high ratio explains how 173,499 ADSs translate into 7,495,156,800 additional Ordinary Shares in VisionWave’s reported ownership.

How did VisionWave fund its recent SaverOne (SVRE) share purchases?

VisionWave funded its recent SaverOne ADS purchases from working capital. The company spent approximately $618,196 in open‑market transactions on Nasdaq, excluding commissions, to expand its beneficial ownership stake as described in the amended Schedule 13D filing.

What strategic rights does VisionWave have under its Exchange Agreement with SaverOne?

Under an Exchange Agreement, VisionWave has certain rights, including potential board designation rights and milestone-based additional acquisitions. The agreement, dated January 26, 2026, is filed as an exhibit and may shape VisionWave’s governance influence and future ownership levels.

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

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Accepted by SEC EDGAR 06/08/2026 - 08:00 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

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 13,913,985,600.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 13,913,985,600.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

13,913,985,600.00

12

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

13

Percent of class represented by amount in Row (11)

34.29 %

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 and 2, 3, 4 & 5 between March 30, 2026 and June 5, 2026, the Reporting Person acquired an aggregate of 173,499 American Depositary Shares ("ADSs") of the Issuer in open-market transactions on The Nasdaq Stock Market LLC for an aggregate purchase price of approximately $618,196 (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 7,495,156,800 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 Amendments No. 1,2,3,4 & 5. 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/CEO
Date:	06/08/2026