SAVERONE 2014 LTD SEC Filings

VisionWave Holdings, Inc., deemed a director of SaverOne 2014 Ltd., reported a series of open-market purchases of the company’s American Depositary Shares (ADSs) at $3.00 per ADS.

The filing shows VisionWave acquired 5,138 ADSs on March 23, 737 ADSs on March 25, 1,892 ADSs on March 27, and 608 ADSs on March 30, each ADS representing 43,200 ordinary shares. These transactions correspond to an aggregate purchase of 361,800,000 ordinary shares of SaverOne.

Following these trades, VisionWave beneficially owned 7,128,388,800 ordinary shares of SaverOne, with sole voting and dispositive power over these shares. The filing states VisionWave holds no other equity or derivative securities of SaverOne beyond amounts previously reported.

SaverOne 2014 Ltd. files its annual Form 20-F, detailing an early-stage commercialization business with continued heavy losses and significant financing risk. The company reported net losses of NIS 29.444 million (approximately $9.23 million), NIS 34.9 million (approximately $10.9 million) and NIS 33.8 million (approximately $10.6 million) for 2025, 2024 and 2023, respectively, and an accumulated deficit of NIS 199.99 million (approximately $62.7 million) as of December 31, 2025. Its auditors included a going-concern explanatory paragraph, noting that existing cash flows are insufficient to fund 12 months of operations without new capital. SaverOne has repeatedly changed its ADS ratio, effecting multiple reverse stock splits so that each ADS now represents 43,200 ordinary shares, while ordinary shares themselves were not consolidated. As of December 31, 2025, there were 29,961,257,022 ordinary shares outstanding, and management warns of further dilution from a standby equity purchase agreement of up to $50.0 million with Yorkville, under which approximately $10.6 million has already been raised via issuances of ADSs. The filing also discloses past and ongoing challenges in meeting Nasdaq’s $1.00 minimum bid price, with prior delisting notices and reverse stock splits used to regain compliance, and the risk of immediate delisting if the ADS bid price again falls below $1.00 for 30 consecutive trading days before October 2026. SaverOne qualifies as an emerging growth company and foreign private issuer, using IFRS rather than U.S. GAAP, and devotes extensive sections to risk factors, including reliance on a single product family, dependence on key executives, cybersecurity, regulatory hurdles for automotive systems, and heightened geopolitical risks due to its Israeli base.

SaverOne 2014 Ltd. reports that the European Patent Office has granted a new European patent, EP4218305, covering a system to scan communication channels inside enclosed spaces such as vehicle cabins. The method dynamically prioritizes more active mobile communication channels, enhancing monitoring of device activity.

With this grant, SaverOne’s intellectual property portfolio now includes 23 patents, of which 15 are granted and 8 are pending, across markets including the United States, Europe, Israel, China and the United Kingdom. Management highlights this as evidence of strong internal R&D and the long‑term value of its RF-based vehicle safety and driver distraction prevention technologies.

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. 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.