Filed Pursuant to Rule 424(b)(5)
Registration No. 333-274458
(To Prospectus dated September 27, 2023)
1,666,667 American Depositary Shares representing
8,333,335 Ordinary Shares
SaverOne 2014 Ltd.
We are offering to a certain
institutional investor pursuant to this prospectus supplement and the accompanying prospectus 8,333,335 ordinary shares represented by
1,666,667 American Depositary Shares, or ADSs, at an offering price of $0.60 per ADS. Each ADS represents five of our ordinary shares,
par value NIS 0.01 per share. Our ADSs will be evidenced by American Depositary Receipts.
Our ADSs are listed on the
Nasdaq Capital Market, or Nasdaq, under the symbol “SVRE”. On December 12, 2023, the closing price of our ADSs on Nasdaq
was $0.68 per ADS. Our ordinary shares also trade on the Tel Aviv Stock Exchange, or the TASE, under the symbol “SVRE”. On
December 12, 2023, the last reported sale price of our ordinary shares on the TASE was NIS 0.451 or $0.1216 per share (based
on the exchange rate reported by the Bank of Israel on that date, which was NIS 3.708 = $1.00).
The aggregate market value
of our outstanding voting and non-voting common equity held by non-affiliates as of December 12, 2023, based on the closing price of
our ADSs on the Nasdaq on December 12, 2023, as calculated in accordance with General Instruction I.B.5. of Form F-3, was approximately
$6,309,981 million. During the prior 12 calendar month period that ends on, and includes, the date of this prospectus supplement (excluding
this offering), we have not sold any securities pursuant to General Instruction I.B.5 of Form F-3.
We are an emerging growth
company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and a “foreign private issuer”,
as defined in Rule 405 under the Securities Act of 1933, as amended, or the Securities Act, and are eligible for reduced public company
reporting requirements.
Investing
in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-6 of
this prospectus supplement and in the documents that are incorporated by reference into this prospectus supplement and the accompanying
prospectus.
Neither the Securities
and Exchange Commission, or the SEC, nor any state or other foreign securities commission has approved nor disapproved these securities
or determined if this prospectus supplement and the accompanying prospectus are truthful or complete. Any representation to the contrary
is a criminal offense.
| |
Per ADS | | |
Total | |
Offering price | |
$ | 0.60 | | |
$ | 1,000,000.20 | |
Proceeds to us (before offering expenses) | |
$ | 0.60 | | |
$ | 1,000,000.20 | |
The date of this prospectus supplement is December
13, 2023
Prospectus Supplement
Prospectus
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement
and the accompanying prospectus are part of a “shelf” registration statement on Form F-3 (File No. 333-274458) that was declared
effective by the SEC on September 27, 2023. Under this “shelf” registration process, we may, from time to time, sell any
combination of the securities described in the accompanying prospectus in one or more offerings up to a total amount of $50,000,000.
You should read this prospectus supplement, the accompanying prospectus, the documents incorporated by reference into this prospectus
supplement and the accompanying prospectus, and any free writing prospectus that we may authorize for use in connection with this offering
in their entirety before making an investment decision. You should also read and consider the information in the documents to which we
have referred you in the sections of this prospectus supplement entitled, “Where You Can Find Additional Information” and
“Incorporation of Certain Information by Reference.” These documents contain important information that you should consider
when making your investment decision.
This document is in two parts.
The first part is this prospectus supplement, which describes the specific terms of this offering and certain other matters and also
adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference herein or therein.
The second part, the accompanying prospectus, including the documents incorporated by reference into the accompanying prospectus, provides
more general information. Generally, when we refer to this prospectus, we are referring to the combined document consisting of this prospectus
supplement and the accompanying prospectus. To the extent there is a conflict between the information contained in this prospectus supplement
and the information contained in the accompanying prospectus or any document incorporated by reference herein or therein that was filed
with the SEC before the date of this prospectus supplement, you should rely on the information in this prospectus supplement; provided
that if any statement in one of these documents is inconsistent with a statement in another document having a later date - for example,
a document incorporated by reference in the accompanying prospectus - the statement in the document having the later date modifies or
supersedes the earlier statement.
Unless
otherwise indicated, all references to “Company,” “we,” “us,” “our” and “SaverOne”
refer to SaverOne 2014 Ltd.
OUR HISTORY
We were incorporated in Israel
on November 16, 2014 under the name Saverone 2014 Ltd.
INDUSTRY AND MARKET DATA
This prospectus supplement
includes statistical, market and industry data and forecasts which we obtained from publicly available information and independent industry
publications and reports that we believe to be reliable sources. These publicly available industry publications and reports generally
state that they obtain their information from sources that they believe to be reliable, but they do not guarantee the accuracy or completeness
of the information. Although we are responsible for all of the disclosures contained in this prospectus supplement, including such statistical,
market and industry data, we have not independently verified any of the data from third-party sources, nor have we ascertained the underlying
economic assumptions relied upon therein. In addition, while we believe the market opportunity information included in this prospectus
supplement is generally reliable and is based on reasonable assumptions, such data involves risks and uncertainties, including those
discussed under the heading, “Risk Factors.”
PRESENTATION OF FINANCIAL INFORMATION
The term “NIS”
refers to New Israeli Shekels, the lawful currency of the State of Israel, and the terms “dollar” or “$” refer
to U.S. dollars, the lawful currency of the United States. We prepare our financial statements in NIS. This prospectus supplement
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 3.70 to $1.00, based on the representative exchange rate reported by the Bank of Israel on June 30, 2023. The dollar
amounts presented in this prospectus supplement should not be construed as representing amounts that are receivable or payable in dollars
or convertible into dollars, unless otherwise indicated.
We report under International
Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB. None of the financial statements
were prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP.
Certain figures included
in this prospectus supplement have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not
be an arithmetic aggregation of the figures that precede them.
TRADEMARKS AND TRADENAMES
We own or have rights to
trademarks, service marks and trade names that we use in connection with the operation of our business, including our corporate name,
logos and website names. Other trademarks, service marks and trade names appearing in this prospectus supplement are the property of
their respective owners. Solely for convenience, some of the trademarks, service marks and trade names referred to in this prospectus
supplement are listed without the ® and ™ symbols, but we will assert, to the fullest extent under applicable
law, our rights to our trademarks, service marks and trade names.
We are not making offers
to sell or solicitations to buy our ADSs in any jurisdiction in which an offer or solicitation is not authorized or in which the person
making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. You
should assume that the information in this prospectus supplement, the accompanying prospectus or any related free writing prospectus
is accurate only as of the date on the front of the document and that any information that we have incorporated by reference is accurate
only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus supplement or any
related free writing prospectus, or any sale of securities.
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights
information contained elsewhere or incorporated by reference in this prospectus supplement and the accompanying prospectus and in the
documents we incorporate by reference. This summary does not contain all of the information that you should consider before deciding
to invest in our securities. You should read this entire prospectus supplement and the accompanying prospectus carefully, including the
“Risk Factors” sections contained in this prospectus supplement and the accompanying prospectus and our financial statements
and the related notes and the other documents incorporated by reference herein, as well as the information included in any free writing
prospectus that we have authorized for use in connection with this offering.
Our Company
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. 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 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 September 30, 2023, about 4,400 systems have been ordered (which includes about 800
systems ordered as part of our ongoing Generation 1.0 pilot program and about 3,600 systems purchased in commercial orders by our Generation
1.0 and Generation 2.0 customers) and about 3,000 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 the early stage of development, and we expect to launch it during
2024. Since the development of our OEM solution is still in an early stage, it is too early to estimate the cost of development.
We are also developing a
solution for detection of VRUs based on our second-generation technology. SaverOne’s VRU technology significantly enhances the
performance of current ADAS sensors (i.e. camera, lidar and radar) through its superior abilities to deal with non-line of sight, or
NLoS, hazards, adverse weather conditions and low-visibility. SaverOne’s solution is designed to detect VRUs ahead of the vehicle,
providing the driver enough time to avoid and prevent collisions. It does this by detecting the exact location, direction of movement
and speed of the VRU analysis of their cellphone signals, under all visibility conditions. Since the development of our VRU solution
targets the vehicle manufacturers (a.k.a. the OEM market) and is still in an early stage, it is too early to estimate the cost of development.
In the past several years,
we believe that public awareness and demand for driver safety technologies has 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 automobile accidents. Mobile phone distracted driving
is a leading cause of traffic accidents in the United States. According to a survey done by the NHTSA, 660,000 drivers in the United
States attempt to use their mobile phones while driving at any given moment. The National Safety Council, or NSC reports that mobile
phone use during driving causes approximately 1.6 million traffic accidents annually in the United States alone, leading to the death
of approximately 4,600 people and injuring an additional 391,000 people. Moreover, the Federal Motor Carrier Safety Administration, or
FMCSA, reported that 71% of commercially driven large-truck crashes occurred because of driver distraction.
Distracted driving due to
mobile phone usage is not just a problem in the United States. A number of surveys conducted across Europe and Oceania have revealed
troubling statistics about its prevalence across nations. In the Czech Republic, 36% of drivers admitted to using their phone almost
every time they get behind the wheel. In both Spain and Ireland, 25% of drivers admitted to using their phone while driving. In Germany,
at any given moment an average of 7% of all drivers are distracted while driving. This problem of distracted driving extends to
Australia as well, where one-quarter of drivers admitted to using their phone while driving.
Currently there are estimated
to be 277 million cars and trucks on the road in the United States and 339 million cars and trucks on the road in Europe and 32 million
new cars and trucks are added each year.
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 $11,880,000 according to the NSC. In addition, the total societal and economic costs of distracted driving crashes in the United
States was estimated at $871 billion according to the NHTSA. Specifically with regard to commercial vehicle crashes, the average total
costs of commercial motor vehicle crashes for the years of 2012-2015 was over $11 billion per year according to the FMCSA. 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.
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 and Japan. 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. 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 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
an 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 to 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. |
| ● | Form
alliances with industry leaders (i.e. vehicle integrators, components manufacturers) and
OEMs. We plan to expand our collaboration with OEMs and Tier-1 companies 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. |
Corporate Information
We were incorporated in Israel
on November 16, 2014.
Our principal executive office
is located at Em Hamoshavot Rd. 94, Petah Tikvah, Israel and our phone number is +972-3909-4177. We maintain a corporate website at https://saver.one.
Information contained on, or that can be accessed through, our website does not constitute a part of this prospectus. We have included
our website address in this prospectus solely as an inactive textual reference.
The SEC maintains an Internet
site that contains reports, proxy and information statements, and other information regarding issuers like SaverOne that file electronically
with the SEC. The address of that site is www.sec.gov.
The information contained
on, or that can be accessed through, our website is neither a part of nor incorporated into this prospectus. We have included our website
address in this prospectus solely as an inactive textual reference. We have duly designated Puglisi & Associates, with offices at
850 Library Avenue, Newark, Delaware 1971, as our authorized agent in the United States in connection with this offering.
Recent Development Regarding Nasdaq Compliance
On October 24, 2023, we received
a written notification from the Listing Qualifications Department of The Nasdaq Stock Market LLC notifying us that we were not in compliance
with the minimum bid price requirement for continued listing on Nasdaq, as set forth under Nasdaq Listing Rule 5550(a)(2),
or the Minimum Bid Price Requirement, because the closing bid price of our ADSs was below $1.00 per ADS
for the previous 30 consecutive business days. We were granted 180 calendar days, or until April 22, 2024, to regain compliance with
the Minimum Bid Price Requirement. We can regain compliance if, at any time during this 180-day period, the closing bid price of
our ADSs is at least $1.00 for a minimum of ten consecutive business days, in which case we will be provided with written confirmation
of compliance and this matter will be closed. In the event that we do not regain compliance after the initial 180-day period, we may
then be eligible for an additional 180-day compliance period if we meet the continued listing requirement for market value of publicly
held shares and all other initial listing standards for Nasdaq, with the exception of the Minimum Bid Price Requirement.
In this case, we will need to provide written notice of our intention to cure the deficiency during the second compliance period.
We intend to monitor the
closing bid price of our ADSs and may, if appropriate, consider implementing available options to regain compliance with
the Minimum Bid Price Requirement, including initiating a change in the ratio of our ADSs to ordinary shares. If we do
not regain compliance within the allotted compliance period(s), including any extensions that may be granted, Nasdaq will provide notice
that our ADSs will be subject to delisting from Nasdaq . At that time, we may appeal Nasdaq’s determination to a hearings panel.
Recent Developments Affecting Our Business
In October 2023, Hamas
terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military
targets. Hamas also launched extensive rocket attacks on the Israeli population and industrial centers located along Israel’s border
with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in thousands of deaths and injuries, and Hamas
additionally kidnapped many Israeli civilians and soldiers. Following the attack, Israel’s security cabinet declared war against
Hamas and commenced a military campaign against Hamas and other terrorist organizations in parallel to their continued rocket and terror
attacks, which included call-up reservists for active military duty in the Israel Defense Forces. To date, only one member of management
and eight employees were called for duty. Our executive offices are located in Petah Tikvah, Israel, which is not near Israel’s
borders where the main hostilities are currently taking place. See also Risk Factors – “Security, political and economic
instability in the Middle East may harm our business”.
Implications of Being an Emerging Growth Company
and a Foreign Private Issuer
We are an “emerging
growth company” as defined in the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other
burdens that are otherwise applicable generally to public companies. These provisions include:
| ● | to
the extent that we no longer qualify as a foreign private issuer, (i) reduced disclosure
obligations regarding executive compensation in our periodic reports and proxy statements
and (ii) exemptions from the requirement to hold a non-binding advisory vote on executive
compensation, including golden parachute compensation; |
| ● | an
exemption from the auditor attestation requirement in the assessment of our internal control
over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; and |
| ● | an
exemption from compliance with the requirement that the Public Company Accounting Oversight
Board has adopted regarding a supplement to the auditor’s report providing additional
information about the audit and the financial statements. See “Management’s Discussion
and Analysis of Financial Condition and Results of Operations—Emerging Growth Company
Status.” |
We intend to take advantage
of these exemptions for up to five years or until such earlier time that we are no longer an emerging growth company. We would cease
to be an emerging growth company upon the earliest to occur of: (i) the last day of the fiscal year in which we have total annual
gross revenues of $1.235 billion or more; (ii) the date on which we have issued more than $1.0 billion in nonconvertible
debt during the previous three years; (iii) the date on which we are deemed to be a large accelerated filer under the rules of the
SEC; or (iv) the last day of the fiscal year following the fifth anniversary of the date of our initial public offering (i.e., December
31, 2027). We may choose to take advantage of some but not all of these exemptions.
We are also considered a
“foreign private issuer.” Even after we no longer qualify as an emerging growth company, as long as we qualify as a foreign
private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to United States
domestic public companies, including:
| ● | the
sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations
with respect to a security registered under the Exchange Act; |
| ● | the
requirement to comply with Regulation FD, which restricts selective disclosure of material
information; |
| ● | the
sections of the Exchange Act requiring insiders to file public reports of their share ownership
and trading activities and liability for insiders who profit from trades made in a short
period of time; and |
| ● | the
rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q
containing unaudited financial and other specified information, or current reports on Form 8-K
upon the occurrence of specified significant events. |
We may take advantage of
these exemptions until such time as we are no longer a foreign private issuer. We would cease to be a foreign private issuer at such
time as more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstances
applies: (i) the majority of our executive officers or directors are U.S. citizens or residents; (ii) more than 50% of
our assets are located in the United States; or (iii) our business is administered principally in the United States.
Both foreign private issuers
and emerging growth companies are also exempt from certain more stringent executive compensation disclosure rules. Thus, even if we no
longer qualify as an emerging growth company, but remain a foreign private issuer, we will continue to be exempt from the more stringent
compensation disclosures required of companies that are neither an emerging growth company nor a foreign private issuer. As a result,
we do not know if some investors will find our ADSs less attractive, which may result in a less active trading market for our ADSs or
more volatility in the price of our ADSs.
THE OFFERING
ADSs
offered by us |
|
1,666,667 ADS
representing 8,333,335 ordinary shares. |
|
|
|
Ordinary
Shares to be outstanding immediately after this offering |
|
61,204,231 ordinary shares,
including ordinary shares represented by ADSs. |
|
|
|
Offering
price |
|
$0.60 per ADS. |
|
|
|
Use
of proceeds |
|
We expect to receive approximately
$0.95 million in net proceeds from the sale of ADSs in this offering, based upon an offering price of $0.60 per ADS, after
estimated offering expenses payable by us. We intend to use the net proceeds from the sale of the ADSs in this offering for our global
sales and marketing expansion, our research and development and for working capital and general corporate purposes. See “Use
of Proceeds” on page S-11 of
this prospectus supplement. |
Risk factors |
|
Investing in
our ADSs involves significant risks. Please read the information contained in or incorporated by reference under the heading “Risk
Factors” beginning on page S-6 of
this prospectus supplement, and under similar headings in documents incorporated by reference into this prospectus supplement and
the accompanying prospectus. |
|
|
|
Nasdaq Capital Market symbol |
|
Our ADSs are listed on
Nasdaq under the symbol “SVRE”. |
|
|
|
Tel Aviv Stock Exchange
symbol |
|
Our ordinary shares are
listed on the TASE under the symbol “SVRE”. |
|
|
|
Depositary |
|
The Bank of New York mellon |
The above table is based
on 52,870,896 ordinary shares outstanding as of December 12, 2023 and excludes as of such date the following:
| ● | 1,944,730
ordinary shares issuable upon exercise of options outstanding under the Saverone 2014
Ltd. 2015 Share Incentive Plan, or the 2015 Plan, at a weighted average exercise price of
NIS 5.40 (approximately $1.44) per share; |
|
● |
810,000
restricted share units outstanding under the 2015 Plan; |
| ● | 155,270
ordinary shares reserved for future issuance under our 2015 Plan; |
| ● | 16,383,410
ordinary shares issuable upon the exercise of warrants sold in our initial public offering,
or IPO, in the United States in June 2022; and |
| ● | 787,550
ordinary shares issuable upon the exercise of warrants granted to the underwriters in connection
with our IPO. |
Except as otherwise indicated,
all information in this prospectus supplement assumes no exercise of the outstanding options, or warrants described above.
RISK FACTORS
Investing in our securities
involves risks. Before deciding whether to invest in our securities, you should consider carefully the risk factors discussed below and
those contained in the section entitled “Item 3. Key Information - D. Risk Factors” contained in our most recent Annual Report
on Form 20-F as well as any amendment or update to our risk factors reflected in our subsequent filings with the SEC. If any of the risks
or uncertainties described in our SEC filings actually occurs, our business, financial condition, results of operations or cash flow
could be materially and adversely affected. This could cause the trading price of our ADSs to decline, resulting in a loss of all or
part of your investment. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties
not presently known to us or that we currently deem immaterial may also affect our business operations. The discussion of risks includes
or refers to forward-looking statements; you should read the explanation of the qualifications and limitations on such forward-looking
statements discussed elsewhere in this prospectus supplement and the accompanying prospectus.
Risks Related to This Offering and Investment in Our Securities
You will experience immediate and substantial
dilution in the book value per share of the ADSs you purchase in the offering.
You will incur immediate
and substantial dilution as a result of this offering. The public offering price per share of our ADSs offered pursuant to this prospectus
supplement is substantially higher than the net tangible book value per share. Accordingly, at the public offering price of $0.60 per
ADS, purchasers of ADSs in this offering will experience immediate dilution of $0.15 per ADS in as adjusted net tangible book value
of the ADSs. To the extent that additional ADSs or ordinary shares are issued upon exercise of outstanding options or warrants to purchase
additional ADSs or ordinary shares, you will incur further dilution. See “Dilution” for a more detailed discussion of the
dilution you will incur if you purchase ADSs in this offering.
We will require
substantial additional capital to finance our operations, which may not be available to us on acceptable terms, or at all.
We
expect that we will need to continue to raise substantial future capital to commercialize our SaverOne systems. Any required additional
financing may not be available on terms acceptable to us, or at all. In order to raise additional capital, we may at any time,
offer additional ADSs, ordinary shares or other securities convertible into or exchangeable for our ADSs or ordinary shares at prices
that may not be the same as the price per ADS in this offering. We may sell shares or other securities in any other offering, including
our equity line, at a price per share that is less than the price per ADS paid by investors in this offering, and investors purchasing
shares or other securities in the future could have rights superior to existing shareholders, including investors who purchase ADSs in
this offering. The price per share at which we sell additional ordinary shares or securities convertible into ordinary shares in future
transactions may be higher or lower than the price per ADS in this offering.
We expect that
we will need to raise substantial additional capital before we can expect to become profitable from sales of our products. This additional
capital may not be available on acceptable terms, or at all. Failure to obtain this necessary capital when needed may force us to delay,
limit or terminate our product development efforts or other operations.
We
expect that we will require substantial additional capital to commercialize our SaverOne systems. In addition, our operating plans may
change as a result of many factors that may currently be unknown to us, and we may need to seek additional funds sooner than planned.
Our future capital requirements will depend on many factors, including but not limited to:
| ● | the
scope, rate of progress, results and cost of product development, and other related activities; |
| ● | the
cost of establishing commercial supplies of our SaverOne systems; |
| ● | the
cost and timing of establishing sales, marketing, and distribution capabilities; and |
| ● | the
terms and timing of any collaborative, licensing, and other arrangements that we may establish. |
Any
additional fundraising efforts may divert our management from their day-to-day activities, which may adversely affect our ability to
develop and commercialize our products. In addition, we cannot guarantee that future financing will be available in sufficient amounts
or on terms acceptable to us, if at all. Moreover, the terms of any financing may adversely affect the holdings or the rights of our
shareholders and the issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause
the market price of our ADSs and ordinary shares to decline. The incurrence of indebtedness could result in increased fixed payment obligations,
and we may be required to agree to certain restrictive covenants, such as limitations on our ability to incur additional debt, limitations
on our ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact
our ability to conduct our business. We could also be required to seek funds through arrangements with collaborative partners or otherwise
at an earlier stage than otherwise would be desirable, and we may be required to relinquish rights to some of our technologies or products
or otherwise agree to terms unfavorable to us, any of which may have a material adverse effect on our business, operating results and
prospects. Even if we believe that we have sufficient funds for our current or future operating plans, we may seek additional capital
if market conditions are favorable or if we have specific strategic considerations.
If
we are unable to obtain funding on a timely basis, we may be required to significantly curtail, delay or discontinue one or more of our
research or development programs or the commercialization of our SaverOne systems or be unable to expand our operations or otherwise
capitalize on our business opportunities, as desired, which could materially affect our business, financial condition and results of
operations.
A substantial
number of ADSs will be sold in this offering, which could cause the price of our ADSs and ordinary shares to decline.
In
this offering, we expect to sell 1,666,667 ADSs representing 8,333,335 ordinary shares which
represent approximately 15.7% of our outstanding ordinary shares as of December 12, 2023. This sale and any future sales of a substantial
number of ADSs or ordinary shares in the public market, or the perception that such sales may occur, could adversely affect the price
of the ADSs on the Nasdaq Capital Market or our ordinary shares on the TASE. We cannot predict the effect, if any, that market sales
of those ADSs or ordinary shares or the availability of those ADSs or ordinary shares for sale will have on the market price of the ADSs
or our ordinary shares. As result of the dilution experienced by existing shareholders due to this offering, we may be subject to class
action litigation based on this dilution. In addition, a decline in the price of our ADSs or ordinary shares might impede our ability
to raise capital through the issuance of additional ADSs, ordinary shares or other equity securities, and may cause you to lose part
or all of your investment in our ordinary shares. The sale of ADSs or ordinary shares issued upon the exercise of our outstanding options
and warrants could further dilute the holdings of our then existing shareholders.
Management will have broad discretion as
to the use of the proceeds from this offering, and we may not use the proceeds effectively.
Our management will have
broad discretion in the allocation of the net proceeds of this offering and could use them for purposes other than those contemplated
at the time of this offering and as described in the section titled “Use of Proceeds.” Our management could spend the
proceeds in ways that you do not agree with or that do not improve our results of operations or enhance the value of our ADSs or ordinary
shares.
Our ADSs and ordinary
shares are listed in two trading markets, and this may result in price variations that could affect the trading price of our ADSs and
ordinary shares.
Our
ADSs are listed on Nasdaq, and our ordinary shares are listed on the TASE, both under the symbol “SVRE.” Trading in our securities
on these markets is made in different currencies (U.S. dollars on Nasdaq and New Israeli Shekels on the TASE), and at different times
(due to the different time zones, different trading days and different public holidays in the United States and Israel). The relative
trading prices of our securities on these two markets may differ due to these and other factors. Any decrease in the trading price of
our securities on one exchange could cause a decrease in the trading price of our securities on the other exchange.
If we are unable
for any reason to meet the continued listing requirements of Nasdaq, such action or inaction could result in a delisting of the ADSs.
As
previously disclosed, on October 24, 2023, we received an initial notification letter from Nasdaq’s Listing Qualifications Department
notifying us that we had 180 days to regain compliance with the minimum bid price requirement set forth in Nasdaq’s continued listing
rules. Nasdaq’s continued listing rules require that listed securities maintain a minimum bid price of $1.00 per share, and that
a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days or
more. We have until April 22, 2024, to regain compliance with the minimum bid price requirement in order to maintain the listing. To
regain compliance with the minimum bid price requirement, our ADSs must have a closing bid price of at least $1.00 for a minimum of 10
consecutive business days. In the event that we do not regain compliance by April 22, 2024, we may then be eligible for additional 180
days if we meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for
the Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of our intention
to cure the deficiency during the second compliance period. If we do not qualify for the second compliance period or fail to regain compliance
during the second compliance period, then Nasdaq will notify us of its determination to delist our ADSs, at which point we will have
an opportunity to appeal the delisting determination to a hearings panel.
If
we fail to satisfy the continued listing requirements of Nasdaq, such as the minimum closing bid price requirement, Nasdaq may take steps
to delist our ADSs. Such a delisting would likely have a negative effect on the price of our ADSs and would impair your ability to sell
or purchase our ADSs when you wish to do so. In the event of a delisting, we can provide no assurance that any action taken by us to
restore compliance with listing requirements would allow our ADSs to become listed again, stabilize the market price or improve the liquidity
of our ADSs, prevent our ADSs from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s
listing requirements.
Risks Related to Operations in Israel
Security, political and economic instability
in the Middle East may harm our business.
Our executive office is located
in Petah Tikvah, Israel. In addition, certain of our key employees, officers and directors are residents of Israel. Accordingly, political,
economic and military conditions in the Middle East may affect our business directly. Since the establishment of the State of Israel
in 1948, a number of armed conflicts have occurred between Israel and its neighboring countries and terrorist organizations active in
the region, including Hamas (an Islamist militia and political group in the Gaza Strip) and Hezbollah (an Islamist militia and political
group in Lebanon).
In particular, in October
2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and
military targets. Hamas also launched extensive rocket attacks on the Israeli population and industrial centers located along Israel’s
border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in thousands of deaths and injuries,
and Hamas additionally kidnapped many Israeli civilians and soldiers. Following the attack, Israel’s security cabinet declared
war against Hamas and commenced a military campaign against Hamas and these terrorist organizations in parallel continued rocket and
terror attacks.
Further, many Israeli citizens
are obligated to perform several days, and in some cases, more, of annual military reserve duty each year until they reach the age of
40 (or older for certain reservists) and, in the event of a military conflict, may be called to active duty. In response to increases
in terrorist activity, there have been periods of significant call-ups of military reservists. As a result of the events of October 7,
2023 whereby Hamas terrorists invaded southern Israel and launched thousands of rockets in a widespread terrorist attack on Israel, the
Israeli government declared that the country was at war and the Israeli military began to call-up reservists for active duty. Several
of our employees and management members are subject to military service in the Israel Defense Forces and have been and may be called
to serve. To date, only one member of management and eight employees were called for duty, but it is possible that there will be further
or longer military reserve duty call-ups in the future, which may affect our business due to a shortage of skilled labor and loss of
institutional knowledge, and necessary mitigation measures we may take to respond to a decrease in labor availability, such as overtime
and third-party outsourcing, for example, which may have unintended negative effects and adversely impact our results of operations,
liquidity or cash flows.
We cannot currently predict
the intensity or duration of Israel’s war against Hamas, nor can we predict how this war will ultimately affect our business and
operations or Israel’s economy in general.
Additionally, political uprisings,
social unrest and violence in various countries in the Middle East, including Israel’s neighbor Syria, have affected the political
stability of those countries. This instability may lead to deterioration of the political relationships that exist between Israel and
certain countries and have raised concerns regarding security in the region and the potential for armed conflict. In addition, Iran has
threatened to attack Israel. Iran is also believed to have a strong influence among the Syrian government, Hamas and Hezbollah. These
situations may potentially escalate in the future into more violent events which may affect Israel and us. These situations, including
conflicts which involved missile strikes against civilian targets in various parts of Israel have in the past negatively affected business
conditions in Israel.
Any hostilities involving
Israel or the interruption or curtailment of trade between Israel and its present trading partners could have a material adverse effect
on our business. The political and security situation in Israel may result in parties with whom we have contracts claiming that they
are not obligated to perform their commitments under those agreements pursuant to force majeure provisions. These or other Israeli political
or economic factors could harm our operations and product development. Any hostilities involving Israel or the interruption or curtailment
of trade between Israel and its present trading partners could adversely affect our operations and could make it more difficult for us
to raise capital. We could experience disruptions if acts associated with such conflicts result in any serious damage to our facilities.
Furthermore, several countries, as well as certain companies and organizations, continue to restrict business with Israel and Israeli
companies, which could have an adverse effect on our business and financial condition. Our business interruption insurance may not adequately
compensate us for losses, if at all, that may occur as a result of an event associated with a security situation in the Middle East,
and any losses or damages incurred by us could have a material adverse effect on our business.
CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This prospectus supplement
and the accompanying prospectus contain forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E
of the Exchange Act of and the Private Securities Litigation Reform Act of 1995. Also, documents that we incorporate by reference into
this prospectus, including documents that we subsequently file with the SEC, contain and will contain forward-looking statements. Forward-looking
statements are those that predict or describe future events or trends and that do not relate solely to historical matters. You can generally
identify forward-looking statements as statements containing the words “may,” “will,” “could,” “should,”
“expect,” “anticipate” “objective,” “goal,” “intend,” “estimate,”
“believe,” “project,” “plan,” “assume” or other similar expressions, or negatives of
those expressions, although not all forward-looking statements contain these identifying words. All statements contained or incorporated
by reference in this prospectus supplement and the accompanying prospectus regarding 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.
Important factors that could
cause actual results, developments, and business decisions to differ materially from those anticipated in these forward-looking statements
include, among other things:
| ● | the
ability of our technology to substantially improve the safety of drivers; |
| ● | our
planned level of revenues and capital expenditures; |
| ● | 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; |
| ● | any
resurgence of the COVID-19 pandemic and its impact on our business and industry; |
| ● | 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 |
| ● | those
factors referred to in “Risk Factors” above, as well as in “Item 3.
Key Information — D. Risk Factors,” “Item 4. Information
on the Company,” and “Item 5. Operating and Financial Review and Prospects,”
in our most recent Annual Report on Form 20-F generally, which is incorporated by reference
into this prospectus supplement. |
You should not place undue
reliance on our forward-looking statements because the matters they describe are subject to certain risks, uncertainties and assumptions,
including in many cases decisions or actions by third parties, that are difficult to predict. Our forward-looking statements are based
on the information currently available to us and speak only as of the date on the cover of this prospectus supplement, the accompanying
prospectus, or, in the case of forward-looking statements incorporated by reference, the date of the filing that includes the statement.
Over time, our actual results, performance or achievements may differ from those expressed or implied by our forward-looking statements,
and such difference might be significant and materially adverse to our security holders. We undertake no obligation to update publicly
any forward-looking statements, whether as a result of new information, future events or otherwise.
Please consider our forward-looking
statements in light of those risks as you read this prospectus supplement, the accompanying prospectus and the documents incorporated
by reference herein and therein.
USE OF PROCEEDS
We estimate the net proceeds
to us from the sale of the ADSs offered by us in this offering will be approximately $0.95 million after deducting our estimated offering
expenses.
We currently intend to use
the net proceeds from the sale of the ADSs in this offering for our global sales and marketing expansion, our research and development
and for working capital and general corporate purposes. As of the date of this prospectus, we cannot specify with certainty all of the
particular uses, and the respective amounts we may allocate to those uses, for any net proceeds we receive. Accordingly, we will retain
broad discretion over the use of these proceeds.
Our expected use of net proceeds
represents our current intentions based on our present plans and business condition, which could change in the future as our plans and
business conditions evolve. As of the date of this prospectus, we cannot predict with certainty any or all of the particular uses for
the net proceeds to be received, or the amounts, if any, that we will actually spend on the uses set forth above. The amounts and timing
of our actual use of the net proceeds may vary depending on numerous factors, including our ability to obtain additional financing and
changes we may make to our development plan. As a result, our management will have broad discretion in the application of the net proceeds,
which may include uses not set forth above, and investors will be relying on our judgment regarding the application of the net proceeds
from this offering.
Pending our use of proceeds,
we plan to invest the net proceeds from this offering in a variety of investment-grade instruments and/or to hold such proceeds as cash
or interest-bearing deposits, in the currencies in which we expect to make payment.
DIVIDEND
POLICY
Dividends may be distributed
only out of profits available for dividends as determined by the Companies Law provided that the board of directors determines that there
is no reasonable concern that the distribution will prevent the Company from being able to meet its existing and anticipated obligations
when they become due. Under the Companies Law, the distribution amount is further limited to the greater of retained earnings or earnings
generated over the two most recent years legally available for distribution according to the Company’s last reviewed or audited
financial statements, provided that the end of the period to which the financial statements relate is not more than six months prior
to the date of distribution. In the event that we do not meet such criteria, we may seek the approval of the court in order to distribute
a dividend. The court may approve our request if it is convinced that there is no reasonable concern that the payment of a dividend will
prevent us from satisfying our existing and foreseeable obligations as they become due.
Generally, under the Companies
Law, the decision to distribute dividends and the amount to be distributed is made by a company’s board of directors. Our Articles
of Association, or the Articles, provide that the board of directors may from time to time declare, and cause the Company to pay, such
dividends as may appear to it to be justified by the profits of the Company and that the board of directors has the authority to determine
the time for payment of such dividends and the record date for determining the shareholders entitled to receive such dividends, provided
the date is not before the date of the resolution to distribute the dividend. Declaration of dividends does not require shareholder approval.
Pursuant to our Articles,
subject to the rights of holders of shares with limited or preferred rights, ordinary shares shall confer upon the holders thereof equal
rights to receive dividends and to participate in the distribution of the assets of the Company upon its winding-up, in proportion to
the amount paid up or credited as paid up on account of the nominal value of the shares held by them respectively and in respect of which
such dividends are being paid or such distribution is being made, without regard to any premium paid in excess of the nominal value,
if any.
We have never declared or
paid any cash dividends on our ordinary shares and do not anticipate paying any cash dividends in the foreseeable future. Payment of
cash dividends, if any, in the future will be at the discretion of our Board and will depend on then-existing conditions, including our
financial condition, operating results, contractual restrictions, capital requirements, business prospects and other factors our Board
may deem relevant.
Payment of dividends may
also be subject to Israeli withholding taxes. See “Taxation — Israeli Tax Considerations” in in our most recent Annual
Report on Form 20-F for additional information.
DILUTION
If you invest in our ADSs,
your interest will be diluted immediately to the extent of the difference between the public offering price per ADS you will pay in this
offering and the pro forma net tangible book value per ADS after this offering. As of June 30, 2023, we had a net tangible book value
of $2.582 million, corresponding to a net tangible book value of $0.46 per ADS. Net tangible book value per ADS represents the amount
of our total tangible assets less our total liabilities, divided by 28,321,656 , the total number of ordinary shares (including ordinary
shares represented by ADSs) issued and outstanding on June 30, 2023.
After giving effect to the sale of the ADSs offered by us in this offering
at the offering price of $0.60 per ADS, after deducting the estimated offering expenses payable by us, our pro forma as adjusted net tangible
book value estimated at June 30, 2023 would have been approximately $5.7 million, representing $0.45 per ADS. This represents an immediate
decrease in historical net tangible book value of $0.01 per ADS to existing shareholders and an immediate dilution in net tangible book
value of $0.15 per ADS to purchasers of ADSs in this offering. Dilution for this purpose represents the difference between the price per
ADS paid by these purchasers and pro forma net tangible book value per ADS immediately after the completion of this offering.
The following table illustrates
this dilution on a per Ordinary Share basis to purchasers of Ordinary Shares in this offering:
Offering price per ADS | |
$ | 0.60 | |
Net tangible book value per ADS as of June 30, 2023 | |
$ | 0.46 | |
Pro forma net tangible book value per ADS | |
$ | 0.45 | |
Change in pro forma net tangible book value per ADS attributable to new investors | |
$ | 0.00 | |
Pro forma as adjusted net tangible book value per ADS after this offering | |
$ | 0.45 | |
Dilution per ADS to new investors | |
$ | 0.15 | |
Percentage of dilution in net tangible book value per ADS for new investors | |
| 25 | % |
The
above discussion and table are based on 28,321,656 ordinary shares outstanding as of June 30, 2023. This number excludes:
|
● |
1,944,730 ordinary shares issuable
upon exercise of options outstanding under the 2015 Plan, at a weighted average exercise price
of NIS 5.40 (approximately $1.44) per share; |
|
● |
900,000 restricted ordinary shares units outstanding under the
2015 Plan; |
|
● |
155,270 ordinary shares reserved for future issuance under our 2015
Plan; |
|
● |
16,383,410 ordinary shares issuable
upon the exercise of warrants sold in our IPO; |
|
● |
10,383,335 ordinary shares issued
to YA II PN, LTD. pursuant to the standby equity purchase agreement, or the Purchase Agreement, dated
June 5, 2023, after June 30, 2023; and |
|
● |
787,550 ordinary shares issuable
upon the exercise of warrants granted to the underwriters in connection with our IPO. |
To
the extent that outstanding options or warrants are exercised or we issue additional ADSs or ordinary shares under our equity incentive
plans, you may experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic
considerations even if we believe that we have sufficient funds for our current and future operating plans. To the extent that additional
capital is raised through the sale of equity or convertible debt securities, the issuance of those securities could result in further
dilution to the holders of our ordinary shares and ADSs.
CAPITALIZATION
The following table sets
forth our cash and cash equivalents and our capitalization as of June 30, 2023:
|
● |
on an actual basis; |
|
|
|
|
● |
on pro forma basis, after giving
effect to the issuance and sale of 24,659,240 ordinary shares represented by 4,931,848 ADSs for gross
proceeds of approximately $2.2 million pursuant to the Purchase Agreement, as if the sale of the
securities had occurred during the period commencing June 30, 2023 through December 12, 2023; and |
|
|
|
|
● |
on a pro forma as adjusted basis to give further effect to the sale of 1,666,667 ADSs in this
offering at the public offering price of $0.60 per ADS, after deducting estimated offering expenses payable by us, as if the sale of
the ADSs had occurred on June 30, 2023. |
You should read this table
in conjunction with our Unaudited Interim Condensed Financial Statements as of June 30, 2023 and “Operating and Financial Review
as of June 30, 2023” attached as exhibits 99.1 and 99.2, respectively, to our Report on Form 6-K filed on August 29, 2023 and incorporated
by reference herein. The information in this table should be read in conjunction with and is qualified by reference to the financial
statements and notes thereto and other financial information incorporated by reference into this prospectus supplement.
As
of June 30, 2023 (unaudited) |
| |
Actual | | |
Pro Forma | | |
Pro Forma As Adjusted | |
| |
(NIS, in thousands,
except share data) | | |
Convenience translation into USD
in thousands (1) | | |
(NIS, in thousands,
except share data) | | |
Convenience translation into USD
in thousands (1) | | |
(NIS, in
thousands,
except
share data) | | |
Convenience translation into USD
in thousands (1) | |
Cash and cash equivalents and short-term bank deposits | |
| 18,578 | | |
| 5,021 | | |
| 26,478 | | |
| 7,156 | | |
| 29,992 | | |
| 8,106 | |
Ordinary shares, value NIS 0.01: 100,000,000 shares authorized,
28,321,656 shares issued and outstanding (actual); 52,870,896 issued and outstanding (pro forma); 61,204,231 issued and outstanding
(pro forma as adjusted) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Share capital and premium | |
| 118,559 | | |
| 32,043 | | |
| 126,459 | | |
| 34,178 | | |
| 129,974 | | |
| 35,128 | |
Capital reserves in respect of share-based payment | |
| 10,523 | | |
| 2,844 | | |
| 10,523 | | |
| 2,844 | | |
| 10,523 | | |
| 2,844 | |
Accumulated deficit | |
| (119,528 | ) | |
| (32,305 | ) | |
| (119,528 | ) | |
| (32,305 | ) | |
| (119,528 | ) | |
| (32,305 | ) |
Total shareholders’ capital equity | |
| 9,554 | | |
| 2,582 | | |
| 17,454 | | |
| 4,717 | | |
| 20,969 | | |
| 5,667 | |
(1) |
Calculated using the exchange rate reported by the Bank of Israel for
June 30, 2023, at the rate of one U.S. dollar per NIS 3.70. |
The
above discussion and table are based on 28,321,656 ordinary shares outstanding as of June 30, 2023. This number excludes:
|
● |
1,944,730
ordinary shares issuable upon exercise of options outstanding under the 2015 Plan, at a weighted average exercise price of
NIS 5.40 (approximately $1.44) per share; |
|
● |
900,000 restricted ordinary
shares units outstanding under the 2015 Plan; |
|
● |
155,270 ordinary shares
reserved for future issuance under our 2015 Plan; |
|
● |
16,383,410 ordinary shares
issuable upon the exercise of warrants sold in our IPO; |
|
● |
10,383,335 ordinary shares
issued to YA II PN, LTD. pursuant to the standby equity purchase agreement, or the Purchase Agreement, dated June 5, 2023, after
June 30, 2023; and |
|
● |
787,550 ordinary shares
issuable upon the exercise of warrants granted to the underwriters in connection with our IPO. |
DESCRIPTION OF SECURITIES
American Depositary Shares
The material terms and
provisions of our ADSs are described under the heading “American Depositary Shares” in the accompanying prospectus.
PLAN OF DISTRIBUTION
We have arranged for the
sale of the shares we are offering pursuant to this prospectus supplement to an institutional investor through a securities purchase
agreement directly between the purchaser and us. All of the shares will be sold at the same price and, we expect, at a single
closing. We established the price following negotiations with the prospective investor and with reference to the prevailing market
price of our ADSs, recent trends in such price and other factors. It is possible that not all of the shares we are offering
pursuant to this prospectus supplement will be sold at the closing, in which case our net proceeds would be reduced. We expect that
the sale of the shares will be completed on or around the date indicated on the cover page of this prospectus supplement.
LEGAL
MATTERS
The validity of our securities
and other legal matters concerning this offering relating to Israeli law will be passed upon for us by Doron Tikotzky Kantor Gutman &
Amit Gross. The validity of our securities being offered by this prospectus and certain legal matters in connection with this offering
relating to U.S. federal law will be passed upon for us by Greenberg Traurig, P.A., Tel Aviv, Israel.
EXPERTS
The audited financial
statements incorporated by reference in this prospectus supplement and elsewhere in the accompanying prospectus have been so incorporated
by reference in reliance upon the report of Fahn Kanne & Co. Grant Thornton Israel, independent registered public accountants,
upon the authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL
INFORMATION
We are an Israeli company
and are a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. As a foreign private issuer, we are exempt
from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors and principal
shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.
In addition, we are not required
under the Exchange Act to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly
as U.S. companies whose securities are registered under the Exchange Act. However, we file with the SEC, within 120 days after the end
of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited
by an independent registered public accounting firm, and submit to the SEC, on a Form 6-K, unaudited interim financial information.
We maintain a corporate website
at https://saver.one. We will post on our website any materials required to be so posted on such website under applicable corporate or
securities laws and regulations, including any notices of general meetings of our shareholders.
The SEC also maintains a
web site that contains information we file electronically with the SEC, which you can access over the Internet at http://www.sec.gov.
Information contained on, or that can be accessed through, our website and other websites listed in this prospectus supplement do not
constitute a part of this prospectus supplement. We have included these website addresses in this prospectus solely as inactive textual
references.
This prospectus supplement
and the accompanying prospectus are part of a registration statement on Form F-3 filed by us with the SEC under the Securities Act. As
permitted by the rules and regulations of the SEC, this prospectus supplement and the accompanying prospectus do not contain all the
information set forth in the registration statement and the exhibits thereto filed with the SEC. For further information with respect
to us and the securities offered hereby, you should refer to the complete registration statement on Form F-3, which may be obtained from
the locations described above. Statements contained in this prospectus supplement and the accompanying prospectus, or any documents incorporated
by reference herein or therein, about the contents of any contract or other document are not necessarily complete. If we have filed any
contract or other document as an exhibit to the registration statement or any other document incorporated by reference in the registration
statement, you should read the exhibit for a more complete understanding of the document or matter involved. Each statement regarding
a contract or other document is qualified in its entirety by reference to the actual document.
INCORPORATION OF CERTAIN
INFORMATION BY REFERENCE
The SEC allows us to “incorporate
by reference” the information we file with it, which means that we can disclose important information to you by referring you to
those documents. The information incorporated by reference is considered to be part of this prospectus supplement and the accompanying
prospectus and information we file later with the SEC will automatically update and supersede this information. The information incorporated
by reference is considered to be part of this prospectus supplement and the accompanying prospectus and information we file later with
the SEC will automatically update and supersede this information. The documents we are incorporating by reference as of their respective
dates of filing are:
|
● |
Our Annual Report on Form 20-F for the fiscal year ended
December 31, 2022, filed with the SEC on April, 27, 2023; |
|
|
|
|
● |
Reports on Form 6-K filed with the SEC on May
17, 2023 (solely with respect to the first and second paragraphs of the press release attached as Exhibit
99.1 thereto and the text under the heading “About the SaverOne System”), June
6, 2023, July 7,
2023, August 1,
2023 (solely with respect to the first paragraph of the press release attached as Exhibit
99.1 thereto and the text under the heading “About the SaverOne System”), August
8, 2023, August 9,
2023, August 14,
2023, August
29, 2023 (solely with respect to Exhibit 99.1 and Exhibit 99.2), October
27, 2023, November 3,
2023, November 6,
2023, November 27, 2023, November 28, 2023, November 30, 2023, December 4, 2023, December 11, 2023 and December 13, 2023;
and |
|
|
|
|
● |
The description of our ordinary shares contained in Exhibit 2.1 to
our Annual Report on Form 20-F for the year ended December 31, 2022, filed with the SEC on April 27, 2023, including any
amendment or report filed with the SEC for the purpose of updating such description. |
All subsequent annual reports
filed by us pursuant to the Exchange Act on Form 20-F prior to the termination of the offering shall be deemed to be incorporated by
reference to this prospectus supplement and the accompanying prospectus and to be a part hereof from the date of filing of such documents.
We may also incorporate part or all of any Form 6-K subsequently submitted by us to the SEC prior to the termination of the offering
by identifying in such Forms 6-K that they, or certain parts of their contents, are being incorporated by reference herein, and any Forms
6-K so identified shall be deemed to be incorporated by reference in this prospectus supplement and the accompanying prospectus and to
be a part hereof from the date of submission of such documents. Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement
contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus supplement and accompanying prospectus. The information we incorporate by reference is an important
part of this prospectus supplement and the accompanying prospectus, and later information that we file with the SEC will automatically
update and supersede the information contained in this prospectus supplement and accompanying prospectus.
We will provide you without
charge, upon your written or oral request, a copy of any of the documents incorporated by reference in this prospectus, other than exhibits
to such documents which are not specifically incorporated by reference into such documents. Please direct your written or telephone requests
to us at: SaverOne 2014 Ltd., Em Hamoshavot Rd. 94, Petah Tikva, 4970602, Israel, Attention: Chief Financial Officer, Tel.: +972-3909-4177.
PROSPECTUS
SaverOne 2014 Ltd.
$50,000,000
Ordinary Shares
American Depositary Shares
Representing Ordinary Shares
Subscription Rights
Warrants
Units
We may offer, issue and sell
from time to time up to US $50,000,000 of our ordinary shares, including in the form of American Depositary Shares, or ADSs, warrants
to purchase ordinary shares, including in the form of ADSs, subscription rights and a combination of such securities, separately or as
units, in one or more offerings.
Each ADS represents 5 ordinary
shares. This prospectus provides a general description of offerings of these securities that we may undertake.
We refer to the ADSs, ordinary
shares, subscription rights, warrants and units, collectively, as the “securities” in this prospectus. We may offer, issue
and sell the securities at an aggregate public offering price that will not exceed $50,000,000.
Each time we sell securities
pursuant to this prospectus, we will provide in a supplement to this prospectus the price and any other material terms of any such offering.
Any prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus and
any applicable prospectus supplement, as well as the documents incorporated by reference or deemed incorporated by reference into this
prospectus, carefully before you invest in any securities. This prospectus may not be used to offer or sell securities unless accompanied
by a prospectus supplement.
We may, from time to time,
offer to sell the securities, through public or private transactions, directly or through underwriters, agents or dealers, on or off
the Nasdaq Capital Market, or Nasdaq, at prevailing market prices or at privately negotiated prices. If any underwriters, agents or dealers
are involved in the sale of any of these securities, the applicable prospectus supplement will set forth the names of the underwriter,
agent or dealer and any applicable fees, commissions or discounts.
Our ADSs are listed on Nasdaq
under the symbol “SVRE”. On September 21, 2023, the closing price of our ADSs on Nasdaq was $0.78 per ADS. Our ordinary shares
also trade on the Tel Aviv Stock Exchange, or the TASE, under the symbol “SVRE”. On September 21, 2023, the last reported
sale price of our ordinary shares on the TASE was NIS 0.674 or $0.177 per share (based on the exchange rate reported by the Bank of Israel
on the same day).
The aggregate market value
of our outstanding voting and non-voting common equity held by non-affiliates on September 19, 2023, as calculated in accordance with
General Instruction I.B.5. of Form F-3, was approximately $3.9 million. We have not offered any securities pursuant to General Instruction
I.B.5 of Form F-3 during the prior 12 calendar month period that ends on and includes the date of this prospectus.
Investing in our securities
involves a high degree of risk. Please carefully consider the risks discussed in this prospectus under “Risk Factors” beginning
on page 4 and the “Risk Factors” in “Item 3: Key Information- Risk Factors” of our most recent Annual Report
on Form 20-F incorporated by reference in this prospectus and in any applicable prospectus supplement for a discussion of the factors
you should consider carefully before deciding to purchase these securities.
Neither the Securities
and Exchange Commission, the Israel Securities Authority nor any state or other foreign securities commission has approved or disapproved
of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus
is , 2023
TABLE OF CONTENTS
ABOUT
THIS PROSPECTUS
This prospectus is part of
a Registration Statement on Form F-3 that we filed with the Securities and Exchange Commission, or the SEC, utilizing a “shelf”
registration process. Under this shelf registration process, we may sell our securities described in this prospectus in one or more offerings
up to a total dollar amount of $50,000,000. This prospectus does not contain all of the information set forth in the registration
statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC. Accordingly, you should refer
to the registration statement and its exhibits for further information about us and our securities. Copies of the registration statement
and its exhibits are on file with the SEC. Statements contained in this prospectus concerning the documents we have filed with the SEC
are not intended to be comprehensive, and in each instance we refer you to a copy of the actual document filed as an exhibit to the registration
statement or otherwise filed with the SEC.
Each time we offer our securities,
we will provide you with a prospectus supplement that will describe the specific amounts, prices and terms of the securities we offer.
The prospectus supplement may also add, update or change information contained in this prospectus. This prospectus, together with
applicable prospectus supplements and the documents incorporated by reference in this prospectus and any prospectus supplements, includes
all material information relating to this offering. Please read carefully both this prospectus and any prospectus supplement together
with additional information described below under “Where You Can Find More Information” and “Incorporation of Certain
Documents by Reference.”
This prospectus does not
contain all of the information provided in the registration statement that we filed with the Commission. For further information about
us or our securities, you should refer to that registration statement, which you can obtain from the Commission as described below under
“Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.”
You should rely only on the
information incorporated by reference or provided in this prospectus or any prospectus supplement. “Incorporated by reference”
means that we can disclose important information to you by referring you to another document filed separately with the SEC. We have not
authorized anyone to provide you with different information. We are offering to sell, and seeking offers to buy, our securities only
in jurisdictions where offers and sales are permitted. We are not making, nor will we make, an offer to sell securities in any jurisdiction
where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and any supplement to this
prospectus is current only as of the dates on their respective covers. Our business, financial condition, results of operations and prospects
may have changed since that date.
This prospectus
and the information incorporated by reference herein and therein include trademarks, service marks and trade names owned by us or other
companies. Solely for convenience, trademarks referred to in this prospectus, including logos, artwork and other visual displays, may
appear without the ® or ™ symbols. We do not intend our use or display of other companies’ trade names or
trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. All trademarks, service marks and
trade names included or incorporated by reference into this prospectus or an accompanying prospectus supplement are the property of their
respective owners.
OUR HISTORY
We were incorporated in Israel
on November 16, 2014 under the name Saverone 2014 Ltd.
For purposes of this prospectus,
“Company”, “SaverOne”, “we” or “our” refers to SaverOne 2014 Ltd. thereafter unless otherwise
required by the context.
INDUSTRY AND MARKET DATA
This prospectus includes
statistical, market and industry data and forecasts which we obtained from publicly available information and independent industry publications
and reports that we believe to be reliable sources. These publicly available industry publications and reports generally state that they
obtain their information from sources that they believe to be reliable, but they do not guarantee the accuracy or completeness of the
information. Although we are responsible for all of the disclosures contained in this prospectus, including such statistical, market
and industry data, we have not independently verified any of the data from third-party sources, nor have we ascertained the underlying
economic assumptions relied upon therein. In addition, while we believe the market opportunity information included in this prospectus
is generally reliable and is based on reasonable assumptions, such data involves risks and uncertainties, including those discussed under
the heading “Risk Factors.”
PRESENTATION OF FINANCIAL INFORMATION
The term “NIS”
refers to New Israeli Shekels, the lawful currency of the State of Israel and the terms “dollar” or “$” refer
to U.S. dollars, the lawful currency of the United States. We prepare our financial statements in NIS. This prospectus 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 3.70 to $1.00, based on the representative exchange rate reported by the Bank of Israel on June 30, 2023. The dollar
amounts presented in this prospectus should not be construed as representing amounts that are receivable or payable in dollars or convertible
into dollars, unless otherwise indicated.
We report under International
Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB. None of the financial statements
were prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP.
Certain figures included
in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic
aggregation of the figures that precede them.
TRADEMARKS AND TRADENAMES
We own or have rights to
trademarks, service marks and trade names that we use in connection with the operation of our business, including our corporate name,
logos and website names. Other trademarks, service marks and trade names appearing in this prospectus are the property of their respective
owners. Solely for convenience, some of the trademarks, service marks and trade names referred to in this prospectus are listed without
the ® and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights to our
trademarks, service marks and trade names.
OUR
BUSINESS
This summary highlights selected
information contained elsewhere in this prospectus that we consider important. This summary does not contain all of the information you
should consider before investing in our securities. You should read this summary together with the entire prospectus, including the risks
related to our business, our industry, investing in our ADSs and our location in Israel, that we describe under “Risk Factors”
and our consolidated financial statements and the related notes included at the end of this prospectus before making an investment in
our securities.
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. 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 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, 2023, over 3,900 systems have been ordered (which includes about 800 systems
ordered as part of our ongoing Generation 1.0 pilot program and over 3,100 systems purchased in commercial orders by our Generation 1.0
and Generation 2.0 customers) and about 2,300 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 are phasing 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 the early stage of development, and we expect to launch it during
2024. Since the development of our OEM solution is still in an early stage, it is too early to estimate the cost of development.
We are also developing a
solution for detection of VRUs based on our second-generation technology. SaverOne’s VRU technology significantly enhances the
performance of current ADAS sensors (i.e. camera, lidar and radar) through its superior abilities to deal with non-line of sight, or
NLoS, hazards, adverse weather conditions and low-visibility. SaverOne’s solution is designed to detect VRUs ahead of the vehicle,
providing the driver enough time to avoid and prevent collisions. It does this by detecting the exact location, direction of movement
and speed of the VRU analysis of their cellphone signals, under all visibility conditions. Since the development of our VRU solution
targets the vehicle manufacturers (a.k.a. the OEM market) and is still in an early stage, it is too early to estimate the cost of development.
In the past several years,
we believe that public awareness and demand for driver safety technologies has 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 automobile accidents. Mobile phone distracted driving
is a leading cause of traffic accidents in the United States. According to a survey done by the NHTSA, 660,000 drivers in the United
States attempt to use their mobile phones while driving at any given moment. The National Safety Council, or NSC reports that mobile
phone use during driving causes approximately 1.6 million traffic accidents annually in the United States alone, leading to the death
of approximately 4,600 people and injuring an additional 391,000 people. Moreover, the Federal Motor Carrier Safety Administration, or
FMCSA, reported that 71% of commercially driven large-truck crashes occurred because of driver distraction.
Distracted driving due to
mobile phone usage is not just a problem in the United States. A number of surveys conducted across Europe and Oceania have revealed
troubling statistics about its prevalence across nations. In the Czech Republic, 36% of drivers admitted to using their phone almost
every time they get behind the wheel. In both Spain and Ireland, 25% of drivers admitted to using their phone while driving. In Germany,
at any given moment an average of 7% of all drivers are distracted while driving. This problem of distracted driving extends to
Australia as well, where one-quarter of drivers admitted to using their phone while driving.
Currently there are estimated
to be 277 million cars and trucks on the road in the United States and 339 million cars and trucks on the road in Europe and 32 million
new cars and trucks are added each year.
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 $11,880,000 according to the NSC. In addition, the total societal and economic costs of distracted driving crashes in the United
States was estimated at $871 billion according to the NHTSA. Specifically with regard to commercial vehicle crashes, the average total
costs of commercial motor vehicle crashes for the years of 2012-2015 was over $11 billion per year according to the FMCSA. 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.
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 and Japan. 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. 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 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
an 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 to 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. |
| ● | Form
alliances with industry leaders (i.e. vehicle integrators, components manufacturers) and
OEMs. We plan to expand our collaboration with OEMs and Tier-1 companies 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. |
Corporate Information
We were incorporated in Israel
on November 16, 2014.
Our principal executive office
is located at Em Hamoshavot Rd. 94, Petah Tikvah, Israel and our phone number is +972-3909-4177. We maintain a corporate website at https://saver.one.
Information contained on, or that can be accessed through, our website does not constitute a part of this prospectus. We have included
our website address in this prospectus solely as an inactive textual reference.
The SEC maintains an Internet
site that contains reports, proxy and information statements, and other information regarding issuers like SaverOne that file electronically
with the SEC. The address of that site is www.sec.gov.
The information contained
on, or that can be accessed through, our website is neither a part of nor incorporated into this prospectus. We have included our website
address in this prospectus solely as an inactive textual reference. We have duly designated Puglisi & Associates, with offices at
850 Library Avenue, Newark, Delaware 1971, as our authorized agent in the United States in connection with this offering.
RISK
FACTORS
Investing in our securities
involves significant risks. Before making an investment decision, you should carefully consider the risks described under “Risk
Factors” in the applicable prospectus supplement and under Item 3.D. – “Risk Factors” in our most recent Annual
Report on Form 20-F, or any updates in our Reports on Form 6-K, together with all of the other information appearing in this prospectus
or incorporated by reference into this prospectus and any applicable prospectus supplement, in light of your particular investment objectives
and financial circumstances. The risks so described are not the only risks facing us. Additional risks not presently known to us or that
we currently deem immaterial may also impair our business operations. Our business, financial condition and results of operations could
be materially adversely affected by any of these risks. The trading price of our securities could decline due to any of these risks,
and you may lose all or part of your investment. The discussion of risks includes or refers to forward-looking statements; you should
read the explanation of the qualifications and limitations on such forward-looking statements discussed elsewhere in this prospectus.
OFFER
STATISTICS AND EXPECTED TIMETABLE
We may sell from time to
time pursuant to this prospectus (as may be detailed in prospectus supplements) an indeterminate number of securities as shall have a
maximum aggregate offering price of $50,000,000. The actual per share price of the securities that we will offer pursuant hereto
will depend on a number of factors that may be relevant as of the time of offer (see “Plan of Distribution” below).
FORWARD-LOOKING
STATEMENTS
This prospectus and the documents
incorporated herein and therein by reference contain statements and information that involve known and unknown risks, uncertainties and
other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance
or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by
terms including “anticipates,” “believes,” “could,” “estimates,” “expects,”
“intends,” “may,” “plans,” “potential,” “predicts,” “projects,”
“should,” “will,” “would” and similar expressions intended to identify forward-looking statements,
but these are not the only ways these statements are identified. Forward-looking statements reflect our current views with respect to
future events and are based on assumptions and subject to risks and uncertainties. You should not put undue reliance on any forward-looking
statements. Unless we are required to do so under U.S. federal securities laws or other applicable laws, we do not intend to update or
revise any forward-looking statements. Readers are encouraged to consult the Company’s filings made on Form 6-K, which are periodically
filed with or furnished to the SEC.
Factors
that could cause our actual results to differ materially from those expressed or implied in such forward-looking statements include,
but are not limited to:
| ● | the
ability of our technology to substantially improve the safety of drivers; |
| ● | our
planned level of revenues and capital expenditures; |
| ● | 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; |
| ● | any
resurgence of the COVID-19 pandemic and its impact on our business and industry; and |
| ● | those
factors referred to in our in our most recent Annual Report on Form 20-F (or any updates
in our Reports on Form 6-K) incorporated by reference herein in “Item 3. Key Information
- D. Risk Factors,” “Item 4. Information on the Company,” and “Item
5. Operating and Financial Review and Prospects,” as well as in our 2022 Annual Report
generally, which is incorporated by reference into this prospectus. |
The preceding list is not
intended to be an exhaustive list of any forward-looking statements are based on our beliefs, assumptions and expectations of future
performance, taking into account the information available to us. These statements are only predictions based upon our current expectations
and projections about future events. There are important factors that could cause our actual results to differ materially from the results
expressed or implied by the forward-looking statements. We discuss many of these risks in Item 3.D. – “Risk Factors”
in our most recent Annual Report on Form 20-F, or any updates in our Reports on Form 6-K. Given these uncertainties, you should not rely
upon forward-looking statements as predictions of future events.
The forward-looking statements
contained in this prospectus are based upon information available to our management as of the date of this prospectus 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 prospectus are expressly qualified in their entirety by this cautionary statement. Except
as required by law, we undertake no obligation to update publicly any forward-looking statements after the date of this prospectus to
conform these statements to actual results or to changes in our expectations.
CAPITALIZATION
The following table presents
our capitalization as of June 30, 2023 on an actual basis.
This table should be read
in conjunction with our financial statements and the notes thereto incorporated by reference herein and the accompanying prospectus.
| |
As of June 30, 2023 | |
| |
Actual | |
| |
(NIS, in thousands,
except share data) | | |
Convenience translation
into USD in thousands (1) | |
Cash and cash equivalents and short-term bank
deposits | |
| 18,578 | | |
| 5,021 | |
Ordinary shares, value NIS 0.01: 100,000,000 shares authorized, 28,321,656
shares issued and outstanding (actual) | |
| - | | |
| - | |
Share capital and premium | |
| 118,559 | | |
| 32,043 | |
Capital reserves in respect of share-based payment | |
| 10,523 | | |
| 2,844 | |
Accumulated deficit | |
| (119,528 | ) | |
| (32,305 | ) |
Total shareholders’ capital
equity | |
| 9,554 | | |
| 2,582 | |
| (1) | Calculated
using the exchange rate reported by the Bank of Israel for June 30, 2023, at the rate of
one U.S. dollar per NIS 3.70. |
Unless otherwise indicated,
the number of ordinary shares outstanding prior to and after this offering is based on 28,321,656 ordinary shares outstanding as of June
30, 2023. The number of ordinary shares referred to above to be outstanding after this offering and, unless otherwise indicated, the
other information in this prospectus, excludes as of such date:
| ● | 1,850,230
ordinary shares issuable upon exercise of options outstanding under the Saverone 2014
Ltd. 2015 Share Incentive Plan, or the 2015 Plan, at a weighted average exercise price of
NIS 5.63 (approximately $1.52) per share; |
| ● | 1,149,770
ordinary shares reserved for future issuance under our 2015 Plan; |
| ● | 787,550
ordinary shares issuable upon the exercise of warrants granted to the underwriters in connection
with our initial public offering in the United States in June 2022, or IPO; |
| ● | 16,383,410
ordinary shares issuable upon the exercise of warrants sold in our IPO in June 2022; and |
| ● | 24,459,240
ordinary shares issued and additional ordinary shares that we may issue from time to time
to YA II PN, LTD., or YA, pursuant to that certain Standby Equity Purchase Agreement dated
June 5, 2023 that we entered into with YA should we elect to sell such ordinary shares to
YA. |
USE
OF PROCEEDS
Except as otherwise provided
in the applicable prospectus supplement, we intend to use the net proceeds of this offering for global sales and marketing expansion,
research and development, working capital, general corporate purposes and possible future acquisitions. As of the date of this prospectus,
we cannot specify with certainty all of the particular uses, and the respective amounts we may allocate to those uses, for any net proceeds
we receive. Accordingly, we will retain broad discretion over the use of these proceeds.
The intended application
of proceeds from the sale of any particular offering of securities using this prospectus will be described in the accompanying prospectus
supplement relating to such offering. The precise amount and timing of the application of these proceeds will depend on our funding requirements
and the availability and costs of other funds.
DESCRIPTION
OF SHARE CAPITAL
The following description
of our share capital is a summary of the material terms of our Articles and Israeli corporate law regarding our ordinary shares and the
holders thereof. This description contains all material information concerning our ordinary shares but does not purport to be complete.
Ordinary Shares
As of September 21, 2023,
our authorized share capital consisted of 100,000,000 ordinary shares, par value NIS 0.01 per share, of which 29,404,991 ordinary shares
were issued and outstanding as of such date.
All of our outstanding ordinary
shares are validly issued, fully paid and non-assessable. Our ordinary shares are not redeemable and do not have any preemptive rights.
Registration number and purposes of the company
Our registration number with
the Israeli Registrar of Companies is 515154607. Our purpose as set forth in our articles of association is to engage in any lawful activity.
Voting rights and conversion
All ordinary shares will
have identical voting and other rights in all respects.
Transfer of shares
Our fully-paid ordinary shares
are issued in registered form and may be freely transferred under our articles of association, unless the transfer is restricted or prohibited
by another instrument, applicable law or the rules of a stock exchange on which the shares are listed for trade. The ownership or voting
of our ordinary shares by non-residents of Israel is not restricted in any way by our articles of association or the laws of the State
of Israel, except for ownership by nationals of some countries that are, or have been, in a state of war with Israel.
Election of directors
Our ordinary shares do not
have cumulative voting rights for the election of directors. As a result, the holders of a majority of the voting power represented at
a shareholders meeting have the power to elect all of our directors, subject to the special approval requirements for external directors
under the Companies Law described under “Management — External directors.”
Under our articles of association,
our board of directors must consist of no less than three but no more than 12 directors, including external directors. Pursuant to our
articles of association, other than the external directors, for whom special election requirements apply under the Companies Law, the
vote required to appoint a director is a simple majority vote of holders of our voting shares participating and voting at the relevant
meeting.
In addition, our articles
of association allow our board of directors to appoint new directors to fill in vacancies which can occur for any reason or as additional
directors, provided that the number of board members shall not exceed the maximum number of directors mentioned above. The appointment
of a director by the board shall be in effect until the following annual general meeting of the shareholders or until the end of the
director’s tenure in accordance with our articles of association.
Our external directors have
a term of office of three years under Israeli law and may be elected for up to two additional three-year terms under the circumstances
described above. External directors may be removed from office only under the limited circumstances set forth in the Companies Law. See
“— External directors” for a description of the procedure for the election and dismissal of external directors.
Dividend and liquidation rights
We may declare a dividend
to be paid to the holders of our ordinary shares in proportion to their respective shareholdings. Under the Companies Law, dividend distributions
are determined by the board of directors and do not require the approval of the shareholders of a company unless the company’s
articles of association provide otherwise. Our articles of association do not require shareholder approval of a dividend distribution
and provide that dividend distributions may be determined by our board of directors.
Pursuant to the Companies
Law, the distribution amount is limited to the greater of retained earnings or earnings generated over the previous two years, according
to our then last reviewed or audited financial statements, provided that the date of the financial statements is not more than six months
prior to the date of the distribution, or we may distribute dividends that do not meet such criteria only with court approval. In each
case, we are only permitted to distribute a dividend if our board of directors and the court, if applicable, determines that there is
no reasonable concern that payment of the dividend will prevent us from satisfying our existing and foreseeable obligations as they become
due. As of December 31, 2021, we did not have distributable earnings pursuant to the Companies Law.
In the event of our liquidation,
after satisfaction of liabilities to creditors, our assets will be distributed to the holders of our ordinary shares in proportion to
their shareholdings. This right, as well as the right to receive dividends, may be affected by the grant of preferential dividend or
distribution rights to the holders of a class of shares with preferential rights that may be authorized in the future. For more information,
see “Dividend Policy.”
Exchange controls
There are currently no Israeli
currency control restrictions on remittances of dividends on our ordinary shares, proceeds from the sale of the shares or interest or
other payments to non-residents of Israel.
Shareholder meetings
Under Israeli law, we are
required to hold an annual general meeting of our shareholders once each calendar year that must be held no later than 15 months after
the date of the previous annual general meeting. All general meetings other than the annual meeting of shareholders are referred to in
our articles of association as special meetings. Our board of directors may call special meetings whenever it sees fit, at such time
and place, within or outside of Israel, as it may determine. In addition, the Companies Law provides that our board of directors is required
to convene a special meeting upon the written request of (i) any two of our directors or one-quarter of the members of our board of directors
or (ii) one or more shareholders holding, in the aggregate, either (a) 5% or more of our outstanding issued shares and 1% or more of
our outstanding voting power or (b) 5% or more of our outstanding voting power.
Under Israeli law, one or
more shareholders holding at least 1% of the voting rights at the general meeting may request that the board of directors include a matter
in the agenda of a general meeting to be convened in the future, provided that it is appropriate to discuss such a matter at the general
meeting. Also, one or more shareholders holding at least 5% of our voting rights may request that we convene an extraordinary general
meeting of shareholders.
Subject to the provisions
of the Companies Law and the regulations promulgated thereunder, shareholders entitled to participate and vote at general meetings are
the shareholders of record on a date to be decided by the board of directors, which may be between no less than 28 days and no more than
40 days prior to the date of the meeting. Furthermore, the Companies Law requires that resolutions regarding the following matters must
be passed at a general meeting of our shareholders:
| ● | amendments
to our articles of association; |
| ● | appointment
or termination of our auditors; |
| ● | appointment
of external directors; |
| ● | approval
of certain related party transactions; |
| ● | increases
or reductions of our authorized share capital; |
| ● | the
exercise of our board of director’s powers by a general meeting, if our board of directors
is unable to exercise its powers and the exercise of any of its powers is required for our
proper management. |
Under our articles of association,
we are required to publish notice of any annual or special general meeting in two widely-published, Hebrew-language daily newspapers,
or on our website and are not required to give notice of any annual general meeting or special general meeting to our registered shareholders,
unless otherwise required by law. The Companies Law requires that a notice of any annual general meeting or special general meeting be
provided to our shareholders at least 21 days prior to the meeting and if the agenda of the meeting includes the appointment or removal
of directors, the approval of transactions with office holders or interested or related parties, or an approval of a merger, or as otherwise
required under applicable law, notice must be provided at least 35 days prior to the meeting. Under the Companies Law, shareholders are
not permitted to take action by written consent in lieu of a meeting.
Voting rights
Quorum requirements
Pursuant to our articles
of association, holders of our ordinary shares have one vote for each ordinary share held on all matters submitted to a vote before the
shareholders at a general meeting. The quorum required for our general meetings of shareholders consists of at least two shareholders
present in person, by proxy or written ballot who hold or represent between them at least 25% of the total outstanding voting rights.
A meeting adjourned for lack of a quorum is generally adjourned to the next week at the same time and place or to a different time or
date if so specified in the notice of the meeting. At the reconvened meeting, any number of shareholders present in person or by proxy
shall constitute a lawful quorum, instead of 25% otherwise required by the Companies Law.
Vote requirements
Our articles of association
provide that all resolutions of our shareholders require a simple majority vote, unless otherwise required by the Companies Law or by
our articles of association. Pursuant to our articles of association, an amendment to our articles of association regarding any change
to the board composition will require a simple majority. Under the Companies Law, each of (i) the approval of an extraordinary transaction
with a controlling shareholder and (ii) the terms of employment or other engagement of the controlling shareholder of the company or
such controlling shareholder’s relative (even if not extraordinary) requires the approval described above under “Management
— Fiduciary duties and approval of related-party transactions — Approval of related-party transactions.” Certain transactions
with respect to remuneration of our office holders and directors require further approvals described above under “Management —
Fiduciary duties and approval of related-party transactions — Director and officer compensation.” Under our articles of association,
any change to the rights and privileges of the holders of any class of our shares requires a simple majority of the class so affected
(or such other percentage of the relevant class that may be set forth in the governing documents relevant to such class), in addition
to the ordinary majority vote of all classes of shares voting together as a single class at a shareholder meeting. Another exception
to the simple majority vote requirement is a resolution for the voluntary winding up, or an approval of a scheme of arrangement or reorganization,
of the company pursuant to Section 350 of the Companies Law, which requires the approval of holders of 75% of the voting rights represented
at the meeting, in person, by proxy or by voting deed and voting on the resolution.
Access to corporate records
Under the Companies Law,
shareholders are entitled to access to minutes of our general meetings, our shareholders register and principal shareholders register,
our articles of association, our financial statements and any document that we are required by law to file publicly with the Israel Securities
Authority. In addition, shareholders may request any document related to an action or transaction requiring shareholder approval under
the related-party transaction provisions of the Companies Law. We may deny this request if we believe it has not been made in good faith
or if such denial is necessary to protect our interest or protect a trade secret or patent.
Shareholder duties
Under the Companies Law,
a shareholder has a duty to act in good faith and customary manner toward the company and other shareholders and to refrain from abusing
its power in the company. This duty applies, among other things, when voting at a meeting of shareholders on an amendment to the articles
of association, an increase of the authorized share capital, a merger or certain related-party transactions.
In addition, certain shareholders
have a duty of fairness toward the company. These shareholders include any controlling shareholder, any shareholder that knows that it
possesses the power to determine the outcome of a shareholder vote and any shareholder who, under our articles of association, has the
power to appoint or to prevent the appointment of a director or officer of the company or to exercise another power with respect to the
company. The Companies Law does not define the substance of this duty of fairness. However, a shareholder’s breach of the duty
of fairness is subject to laws regarding breaches of contracts and takes into account the status of such shareholder with respect to
the company.
Acquisitions under Israeli law
Full tender offer
A person wishing to acquire
shares of a publicly-traded company incorporated in Israel, and who would, as a result, hold over 90% of the target company’s issued
and outstanding share capital is required by the Companies Law to make a tender offer to all of the company’s shareholders for
the purchase of all of the issued and outstanding shares of the company. If the shareholders who do not accept the offer hold less than
5% of the issued and outstanding share capital of the company, and more than half of the shareholders who do not have a personal interest
in the offer accept the offer, all of the shares that the acquirer offered to purchase will be transferred to the acquirer by operation
of law. However, a tender offer will also be accepted if the shareholders who do not accept the offer hold less than 2% of the issued
and outstanding share capital of the company or of the applicable class of shares.
Upon a successful completion
of such a full tender offer, any shareholder that was an offeree in such tender offer, whether or not such shareholder accepted the tender
offer, may, within six months from the date of acceptance of the tender offer, petition an Israeli court to determine whether the tender
offer was for less than fair value and that the fair value should be paid as determined by the court. However, under certain conditions,
the offeror may include in the terms of the tender offer that an offeree who accepted the offer will not be entitled to petition the
Israeli court as described above.
If a tender offer is not
accepted in accordance with the requirements set forth above, the acquirer may not acquire shares from shareholders who accepted the
tender offer that will increase its holdings to more than 90% of the company’s issued and outstanding share capital or of the applicable
class.
Special tender offer
The Companies Law provides
that an acquisition of shares in a public company must be made by means of a tender offer if, as a result of the acquisition, the purchaser
would become a holder of 25% of the voting rights in the company, unless there is already a person holding 25% of the voting rights in
the company. Similarly, the Companies Law provides that an acquisition of shares in a public company must be made by means of a tender
offer if, as a result of the acquisition, the purchaser would become a holder of more than 45% of the voting rights in the company, unless
there is already a person holding more than 45% of the voting rights in the company. These requirements do not apply if the acquisition
(i) occurs in the context of a private placement by the company that received shareholder approval or (ii) was from a 25% or 45% shareholder,
as the case may be. The tender offer must be extended to all shareholders, but the offeror is not required to purchase more than 5% of
the company’s outstanding shares, regardless of how many shares are tendered by shareholders. The tender offer generally may be
consummated only if (i) at least 5% of the voting rights in the company will be acquired by the offeror and (ii) the number of shares
tendered in the offer exceeds the number of shares whose holders objected to the offer.
Merger
The Companies Law permits
merger transactions if approved by each party’s board of directors and, unless certain requirements described under the Companies
Law are met, by a majority vote of each party’s shares.
Special rules govern a merger
with an acquiror that is already affiliated with the target. Unless a court rules otherwise, the merger must also be approved by at least
50% of the votes of the shares of the target that are held by the shareholders other than (i) the acquiror and (ii) any person (or group
of persons acting in concert) who holds 25% or more of the voting rights of the acquiror, or the right to appoint 25% or more of the
directors of the acquiror. If, however, the merger involves a merger with a company’s own controlling shareholder or if the controlling
shareholder has a personal interest in the merger, then the merger is instead subject to the same special majority approval that governs
all extraordinary transactions with controlling shareholders (as described under “Management — Fiduciary duties and approval
of related-party transactions— Approval of related-party transactions”). If the transaction would have been approved by the
shareholders of a merging company but for the exclusion of the votes of certain shareholders as provided above, a court may still approve
the merger upon the request of holders of at least 25% of the voting rights of a company, if the court holds that the merger is fair
and reasonable, taking into account the value to the parties to the merger and the consideration offered to the shareholders of the company.
Upon the request of a creditor
of either party to the proposed merger, the court may delay or prevent the merger if it concludes that there exists a reasonable concern
that, as a result of the merger, the surviving company will be unable to satisfy the obligations of the merging entities, and may further
give instructions to secure the rights of creditors.
In addition, a merger may
not be consummated unless at least 50 days have passed from the date on which a proposal for approval of the merger was filed by each
party with the Israeli Registrar of Companies and at least 30 days have passed from the date on which the merger was approved by the
shareholders of each party.
Borrowing powers
Pursuant to the Companies
Law and our articles of association, our board of directors may exercise all powers and take all actions that are not required under
law or under our articles of association to be exercised or taken by our shareholders, including the power to borrow money for company
purposes.
Changes in capital
Our articles of association
enable us to increase or reduce our share capital. Any such changes are subject to the provisions of the Companies Law and must be approved
by a resolution duly passed by our shareholders at a general meeting. In addition, transactions that have the effect of reducing capital,
such as the declaration and payment of dividends in the absence of sufficient retained earnings or profits, require the approval of both
our board of directors and an Israeli court.
DESCRIPTION
OF AMERICAN DEPOSITARY SHARES
American Depositary Shares
The Bank of New York Mellon,
as depositary, will register and deliver our ADSs. Each ADS will represent five ordinary shares (or a right to receive three
ordinary shares) deposited with Bank Leumi, as custodian for the depositary in Israel. Each ADS will also represent any other securities,
cash or other property which may be held by the depositary. The depositary’s office at which our ADSs will be administered is located
at the depositary’s principal executive office, at 240 Greenwich Street, New York, N.Y. 10286.
You may hold ADSs either
(A) directly (i) by having an ADR, which is a certificate evidencing a specific number of ADSs, registered in your name or (ii) by having
uncertificated ADSs registered in your name or (B) indirectly by holding a security entitlement in ADSs through your broker or other
financial institution that is a direct or indirect participant in the DTC. If you hold ADSs directly, you are a registered ADS holder,
also referred to as an ADS holder. This description assumes you are an ADS holder. If you hold our ADSs indirectly, you must rely on
the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should
consult with your broker or financial institution to find out what those procedures are.
Registered holders of uncertificated
ADSs will receive statements from the depositary confirming their holdings.
As an ADS holder, we will
not treat you as one of our shareholders and you will not have shareholder rights. Israeli law governs shareholder rights. The depositary
will be the holder of the ordinary shares underlying your ADSs. As a registered holder of ADSs, you will have ADS holder rights. A deposit
agreement among us, the depositary, ADS holders and all other persons indirectly or beneficially holding ADSs sets out ADS holder rights
as well as the rights and obligations of the depositary. New York law governs the deposit agreement and our ADSs.
The following is a summary
of the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement and
the form of ADR. For directions on how to obtain copies of those documents see “Where You Can Find Additional Information.”
Dividends and Other Distributions
How will you receive dividends and other
distributions on the shares?
The depositary has agreed
to pay or distribute to ADS holders the cash dividends or other distributions it or the custodian receives on ordinary shares or other
deposited securities, upon payment or deduction of its fees and expenses. You will receive these distributions in proportion to the number
of ordinary shares your ADSs represent.
Cash. The depositary
will convert any cash dividend or other cash distribution we pay on the ordinary shares into U.S. dollars, if it can do so on a reasonable
basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot
be obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible
to do so. It will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not
invest the foreign currency and it will not be liable for any interest.
Before making a distribution,
any withholding taxes or other governmental charges that must be paid will be deducted. See “Taxation and Government Programs.”
It will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates
fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution.
Shares. The depositary
may distribute additional ADSs representing any ordinary shares we distribute as a dividend or free distribution. The depositary will
only distribute whole ADSs. It will sell ordinary shares which would require it to deliver a fraction of an ADS (or ADSs representing
those ordinary shares) and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional
ADSs, the outstanding ADSs will also represent the new shares. The depositary may sell a portion of the distributed ordinary shares (or
ADSs representing those ordinary shares) sufficient to pay its fees and expenses in connection with that distribution.
Rights to purchase additional
shares. If we offer holders of our securities any rights to subscribe for additional ordinary shares or any other rights, the
depositary may (i) exercise those rights on behalf of ADS holders, (ii) distribute those rights to ADS holders or (iii) sell those rights
and distribute the net proceeds to ADS holders, in each case after deduction or upon payment of its fees and expenses. To the extent
the depositary does not do any of those things, it will allow the rights to lapse. In that case, you will receive no value for
them. The depositary will exercise or distribute rights only if we ask it to and provide satisfactory assurances to the depositary
that it is legal to do so. If the depositary will exercise rights, it will purchase the securities to which the rights relate and distribute
those securities or, in the case of ordinary shares, new ADSs representing the new ordinary shares, to subscribing ADS holders, but only
if ADS holders have paid the exercise price to the depositary. U.S. securities laws may restrict the ability of the depositary to distribute
rights or ADSs or other securities issued on exercise of rights to all or certain ADS holders, and the securities distributed may be
subject to restrictions on transfer.
Other Distributions. The
depositary will send to ADS holders anything else we distribute on deposited securities by any means it thinks is legal, fair and practical.
If it cannot make the distribution in that way, the depositary will have a choice. It may decide to sell what we distributed and distribute
the net proceeds, in the same way as it does with cash. Or, it may decide to hold what we distributed, in which case ADSs will also represent
the newly distributed property. However, the depositary is not required to distribute any securities (other than ADSs) to ADS holders
unless it receives satisfactory evidence from us that it is legal to make that distribution. The depositary may sell a portion of the
distributed securities or property sufficient to pay its fees and expenses in connection with that distribution. U.S. securities laws
may restrict the ability of the depositary to distribute securities to all or certain ADS holders, and the securities distributed may
be subject to restrictions on transfer.
The depositary is not responsible
if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. We have no obligation to register
ADSs, ordinary shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit
the distribution of ADSs, shares, rights or anything else to ADS holders. This means that you may not receive the distributions we make
on our ordinary shares or any value for them if it is illegal or impractical for us to make them available to you.
Deposit, Withdrawal and Cancellation
How are ADSs issued?
The depositary will deliver
ADSs if you or your broker deposits ordinary shares or evidence of rights to receive ordinary shares with the custodian. Upon payment
of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register
the appropriate number of ADSs in the names you request and will deliver our ADSs to or upon the order of the person or persons that
made the deposit.
How can ADS holders withdraw the deposited
securities?
You may surrender your ADSs
for the purpose of withdrawal at the depositary’s office. Upon payment of its fees and expenses and of any taxes or charges, such
as stamp taxes or stock transfer taxes or fees, the depositary will deliver the ordinary shares and any other deposited securities underlying
our ADSs to the ADS holder or a person the ADS holder designates at the office of the custodian. Or, at your request, risk and expense,
the depositary will deliver the deposited securities at its office, if feasible. The depositary may charge you a fee and its expenses
for instructing the custodian regarding delivery of deposited securities.
How do ADS holders interchange between
certificated ADSs and uncertificated ADSs?
You may surrender your ADR
to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel that ADR and will send to
the ADS holder a statement confirming that the ADS holder is the registered holder of uncertificated ADSs. Alternatively, upon receipt
by the depositary of a proper instruction from a registered holder of uncertificated ADSs requesting the exchange of uncertificated ADSs
for certificated ADSs, the depositary will execute and deliver to the ADS holder an ADR evidencing those ADSs.
Voting Rights
How do you vote?
ADS holders may instruct
the depositary how to vote the number of deposited ordinary shares their ADSs represent. If we request the depositary to solicit your
voting instructions (and we are not required to do so), the depositary will notify you of a shareholders’ meeting and send or make
voting materials available to you. Those materials will describe the matters to be voted on and explain how ADS holders may instruct
the depositary how to vote. For instructions to be valid, they must reach the depositary by a date set by the depositary. The depositary
will try, as far as practical, subject to the laws of Israel and the provisions of our articles of association or similar documents,
to vote or to have its agents vote the ordinary shares or other deposited securities as instructed by ADS holders. If we do not request
the depositary to solicit your voting instructions, you can still send voting instructions, and, in that case, the depositary may try
to vote as you instruct, but it is not required to do so.
Except by instructing
the depositary as described above, you won’t be able to exercise voting rights unless you surrender your ADSs and withdraw the
ordinary shares. However, you may not know about the meeting enough in advance to withdraw the ordinary shares. In any event,
the depositary will not exercise any discretion in voting deposited securities and it will only vote or attempt to vote as instructed.
We cannot assure you that
you will receive the voting materials in time to ensure that you can instruct the depositary to vote your shares. In addition, the depositary
and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions.
This means that you may not be able to exercise your right to vote and there may be nothing you can do if your ordinary shares are not
voted as you requested.
In order to give you a reasonable
opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if we request the Depositary
to act, we agree to give the Depositary notice of any such meeting and details concerning the matters to be voted upon at least 45 days
in advance of the meeting date.
Fees and Expenses |
|
|
|
|
|
Persons depositing or withdrawing
ordinary shares or ADS holders must pay |
|
For |
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs) |
|
Issuance of ADSs, including issuances resulting from a distribution
of ordinary shares or rights or other property Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement
terminates |
|
|
|
$.05 (or less) per ADS |
|
Any cash distribution to ADS holders |
|
|
|
Persons depositing or withdrawing
ordinary shares or ADS holders must pay |
|
For |
A fee equivalent to the fee that would be payable if securities distributed
to you had been ordinary shares and the ordinary shares had been deposited for issuance of ADSs |
|
Distribution of securities distributed to holders
of deposited securities (including rights) that are distributed by the depositary to ADS holders |
|
|
|
$.05 (or less) per ADS per calendar year |
|
Depositary services |
|
|
|
Registration or transfer fees |
|
Transfer and registration of ordinary shares on our share register
to or from the name of the depositary or its agent when you deposit or withdraw ordinary shares |
|
|
|
Expenses of the depositary |
|
Cable, telex and facsimile transmissions (when expressly provided in
the deposit agreement) converting foreign currency to U.S. dollars |
|
|
|
Taxes and other governmental charges the depositary or the custodian
has to pay on any ADSs or ordinary shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes |
|
As necessary |
|
|
|
Any charges incurred by the depositary or its agents for servicing
the deposited securities |
|
As necessary |
The depositary collects its
fees for delivery and surrender of ADSs directly from investors depositing ordinary shares or surrendering ADSs for the purpose of withdrawal
or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from
the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee
for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts
of participants acting for them. The depositary may collect any of its fees by deduction from any cash distribution payable (or by selling
a portion of securities or other property distributable) to ADS holders that are obligated to pay those fees. The depositary may generally
refuse to provide fee-attracting services until its fees for those services are paid.
From time to time, the depositary
may make payments to us to reimburse us for costs and expenses generally arising out of establishment and maintenance of the ADS program,
waive fees and expenses for services provided to us by the depositary or share revenue from the fees collected from ADS holders. In performing
its duties under the deposit agreement, the depositary may use brokers, dealers, foreign currency or other service providers that are
owned by or affiliated with the depositary and that may earn or share fees, spreads or commissions.
The depositary may convert
currency itself or through any of its affiliates, or the custodian or we may convert currency and pay U.S. dollars to the depositary.
Where the depositary converts currency itself or through any of its affiliates, the depositary acts as principal for its own account
and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction
spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate
assigned to the currency conversion made under the deposit agreement and the rate that the depositary or its affiliate receives when
buying or selling foreign currency for its own account. The depositary makes no representation that the exchange rate used or obtained
by it or its affiliate in any currency conversion under the deposit agreement will be the most favorable rate that could be obtained
at the time or that the method by which that rate will be determined will be the most favorable to ADS holders, subject to the depositary’s
obligation to act without negligence or bad faith. The methodology used to determine exchange rates used in currency conversions made
by the depositary is available upon request. Where the custodian converts currency, the custodian has no obligation to obtain the most
favorable rate that could be obtained at the time or to ensure that the method by which that rate will be determined will be the most
favorable to ADS holders, and the depositary makes no representation that the rate is the most favorable rate and will not be liable
for any direct or indirect losses associated with the rate. In certain instances, the depositary may receive dividends or other distributions
from us in U.S. dollars that represent the proceeds of a conversion of foreign currency or translation from foreign currency at a rate
that was obtained or determined by us and, in such cases, the depositary will not engage in, or be responsible for, any foreign currency
transactions and neither it nor we make any representation that the rate obtained or determined by us is the most favorable rate and
neither it nor we will be liable for any direct or indirect losses associated with the rate.
Payment of Taxes
You will be responsible for
any taxes or other governmental charges payable on your ADSs or on the deposited securities represented by any of your ADSs. The depositary
may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities represented by your ADSs until such
taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your ADSs to pay any taxes
owed and you will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the
number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property, remaining after it has paid
the taxes.
Tender and Exchange Offers; Redemption, Replacement
or Cancellation of Deposited Securities
The depositary will not tender
deposited securities in any voluntary tender or exchange offer unless instructed to do by an ADS holder surrendering ADSs and subject
to any conditions or procedures the depositary may establish.
If deposited securities are
redeemed for cash in a transaction that is mandatory for the depositary as a holder of deposited securities, the depositary will call
for surrender of a corresponding number of ADSs and distribute the net redemption money to the holders of called ADSs upon surrender
of those ADSs.
If there is any change in
the deposited securities such as a subdivision, combination or other reclassification, or any merger, consolidation, recapitalization
or reorganization affecting the issuer of deposited securities in which the depositary receives new securities in exchange for or in
lieu of the old deposited securities, the depositary will hold those replacement securities as deposited securities under the deposit
agreement. However, if the depositary decides it would not be lawful and to hold the replacement securities because those securities
could not be distributed to ADS holders or for any other reason, the depositary may instead sell the replacement securities and distribute
the net proceeds upon surrender of our ADSs.
If there is a replacement
of the deposited securities and the depositary will continue to hold the replacement securities, the depositary may distribute new ADSs
representing the new deposited securities or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new
deposited securities.
If there are no deposited
securities underlying ADSs, including if the deposited securities are cancelled, or if the deposited securities underlying ADSs have
become apparently worthless, the depositary may call for surrender of those ADSs or cancel those ADSs upon notice to the ADS holders.
Amendment and Termination
How may the deposit agreement be amended?
We may agree with the depositary
to amend the deposit agreement and the ADRs without your consent for any reason. If an amendment adds or increases fees or charges, except
for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar
items, or prejudices a substantial right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the depositary
notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs,
to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended.
How may the deposit agreement be terminated?
The depositary will initiate
termination of the deposit agreement if we instruct it to do so. The depositary may initiate termination of the deposit agreement if:
| ● | 60
days have passed since the depositary told us it wants to resign but a successor depositary
has not been appointed and accepted its appointment; |
| ● | we
delist our ordinary shares from an exchange in the United States on which they were listed
and do not list the ADSs on another exchange in the United States or make arrangements
for trading of ADSs on the U.S. over-the-counter market; |
| ● | we
delist our shares from an exchange outside the United States on which the were listed and
do not list the shares on another exchange outside the United States; |
| ● | the
depositary has reason to believe the ADSs have become, or will become, ineligible for registration
on Form F-6 under the Securities Act of 1933; |
| ● | we
appear to be insolvent or enter insolvency proceedings; |
| ● | all
or substantially all the value of the deposited securities has been distributed either in
cash or in the form of securities; |
| ● | there
are no deposited securities underlying our ADSs or the underlying deposited securities have
become apparently worthless; or |
| ● | there
has been a replacement of deposited securities. |
If the deposit agreement
will terminate, the depositary will notify ADS holders at least 90 days before the termination date. At any time after the termination
date, the depositary may sell the deposited securities. After that, the depositary will hold the money it received on the sale, as well
as any other cash it is holding under the deposit agreement, unsegregated and without liability for interest, for the pro rata benefit
of the ADS holders that have not surrendered their ADSs. Normally, the depositary will sell as soon as practicable after the termination
date.
After the termination date
and before the depositary sells, ADS holders can still surrender their ADSs and receive delivery of deposited securities, except that
the depositary may refuse to accept a surrender for the purpose of withdrawing deposited securities, or reverse previously-accepted surrenders
of that kind that have not settled, if it would interfere with the selling process. The depositary may refuse to accept a surrender for
the purpose of withdrawing sale proceeds until all the deposited securities have been sold. The depositary will continue to collect distributions
on deposited securities, but, after the termination date, the depositary is not required to register any transfer of ADSs or distribute
any dividends or other distributions on deposited securities to our ADSs holder (until they surrender their ADSs) or give any notices
or perform any other duties under the deposit agreement except as described in this paragraph.
Limitations on Obligations and Liability
Limits on our Obligations and the Obligations
of the Depositary; Limits on Liability to Holders of ADSs
The deposit agreement expressly
limits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary. We and
the depositary:
| ● | are
only obligated to take the actions specifically set forth in the deposit agreement without
negligence or bad faith, and the depositary will not be a fiduciary or have any fiduciary
duty to holders of ADSs; |
| ● | are
not liable if we are or it is prevented or delayed by law or by events or circumstances beyond
our or its ability to prevent or counteract with reasonable care or effort from performing
our or its obligations under the deposit agreement; |
| ● | are
not liable if we exercise or it exercises discretion permitted under the deposit agreement; |
| ● | are
not liable for the inability of any holder of ADSs to benefit from any distribution on deposited
securities that is not made available to holders of ADSs under the terms of the deposit agreement,
or for any special, consequential or punitive damages for any breach of the terms of the
deposit agreement; |
| ● | have
no obligation to become involved in a lawsuit or other proceeding related to our ADSs or
the deposit agreement on your behalf or on behalf of any other person; |
| ● | may
rely upon any documents we believe or it believes in good faith to be genuine and to have
been signed or presented by the proper person; |
| ● | are
not liable for the acts or omissions of any securities depository, clearing agency or settlement
system; and |
| ● | the
depositary has no duty to make any determination or provide any information as to our tax
status, or any liability for any tax consequences that may be incurred by ADS holders as
a result of owning or holding ADSs or be liable for the inability or failure of an ADS holder
to obtain the benefit of a foreign tax credit, reduced rate of withholding or refund of amounts
withheld in respect of tax or any other tax benefit. |
In the deposit agreement,
we and the depositary agree to indemnify each other under certain circumstances.
Requirements for Depositary Actions
Before the depositary will
deliver or register a transfer of ADSs, make a distribution on ADSs, or permit withdrawal of shares, the depositary may require:
| ● | payment
of stock transfer or other taxes or other governmental charges and transfer or registration
fees charged by third parties for the transfer of any ordinary shares or other deposited
securities; |
| ● | satisfactory
proof of the identity and genuineness of any signature or other information it deems necessary;
and |
| ● | compliance
with regulations it may establish, from time to time, consistent with the deposit agreement,
including presentation of transfer documents. |
The depositary may refuse
to deliver ADSs or register transfers of ADSs when the transfer books of the depositary or our transfer books are closed or at any time
if the depositary or we think it advisable to do so.
Your Right to Receive the Ordinary Shares
Underlying your ADSs
ADS holders have the right
to cancel their ADSs and withdraw the underlying ordinary shares at any time except:
| ● | when
temporary delays arise because: (i) the depositary has closed its transfer books or we have
closed our transfer books; (ii) the transfer of ordinary shares is blocked to permit voting
at a shareholders’ meeting; or (iii) we are paying a dividend on our shares; |
| ● | when
you owe money to pay fees, taxes and similar charges; or |
| ● | when
it is necessary to prohibit withdrawals in order to comply with any laws or governmental
regulations that apply to ADSs or to the withdrawal of ordinary shares or other deposited
securities. |
This right of withdrawal
may not be limited by any other provision of the deposit agreement.
Jury Trial Waiver
The deposit agreement provides
that, to the extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have against us or the depositary
arising out of or relating to our shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws.
If we are the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable
in the facts and circumstances of that case in accordance with applicable case law.
You will not, by agreeing
to the terms of the deposit agreement, be deemed to have waived our or the depositary’s compliance with U.S. federal securities
laws or the rules and regulations promulgated thereunder.
Direct Registration System
In the deposit agreement,
all parties to the deposit agreement acknowledge that the Direct Registration System, or DRS, and Profile Modification System, or Profile,
will apply to our ADSs. DRS is a system administered by DTC that facilitates interchange between registered holding of uncertificated
ADSs and holding of security entitlements in ADSs through DTC and a DTC participant. Profile is feature of DRSs that allows a DTC participant,
claiming to act on behalf of a registered holder of uncertificated ADSs, to direct the depositary to register a transfer of those ADSs
to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior
authorization from the ADS holder to register that transfer.
In connection with and in
accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement understand that the depositary
will not determine whether the DTC participant that is claiming to be acting on behalf of an ADS holder in requesting registration of
transfer and delivery as described in the paragraph above has the actual authority to act on behalf of the ADS holder (notwithstanding
any requirements under the Uniform Commercial Code). In the deposit agreement, the parties agree that the depositary’s reliance
on and compliance with instructions received by the depositary through the DRS/Profile system and in accordance with the deposit agreement
will not constitute negligence or bad faith on the part of the depositary.
Shareholder communications; inspection of
register of holders of ADSs
The depositary will make
available for your inspection at its office all communications that it receives from us as a holder of deposited securities that we make
generally available to holders of deposited securities. The depositary will send you copies of those communications or otherwise make
those communications available to you if we ask it to. You have a right to inspect the register of holders of ADSs, but not for the purpose
of contacting those holders about a matter unrelated to our business or our ADSs.
DESCRIPTION OF SUBSCRIPTION
RIGHTS
We may issue subscription
rights to purchase our ordinary shares and/or our ADSs. These subscription rights may be issued independently or together with any other
security offered hereby and may or may not be transferable by the shareholder receiving the subscription rights in such offering. In
connection with any offering of subscription rights, we may enter into a standby arrangement with one or more underwriters or other purchasers
pursuant to which the underwriters or other purchasers may be required to purchase any securities remaining unsubscribed for after such
offering.
The prospectus supplement
relating to any subscription rights we offer, if any, will, to the extent applicable, include specific terms relating to the offering,
including some or all of the following:
| ● | the price, if any,
for the subscription rights; |
| ● | the exercise price
payable for each ordinary share and/or ADS upon the exercise of the subscription rights; |
| ● | the number of subscription
rights to be issued to each shareholder; |
| ● | the number and
terms of the ordinary shares and/or ADSs which may be purchased per each subscription right; |
| ● | the extent to which
the subscription rights are transferable; |
| ● | any other terms
of the subscription rights, including the terms, procedures and limitations relating to the
exchange and exercise of the subscription rights; |
| ● | the date on which
the right to exercise the subscription rights shall commence, and the date on which the subscription
rights shall expire; |
| ● | the extent to which
the subscription rights may include an over-subscription privilege with respect to unsubscribed
securities; and |
| ● | if applicable,
the material terms of any standby underwriting or purchase arrangement which may be entered
into by us in connection with the offering of subscription rights. |
The description in the applicable
prospectus supplement of any subscription rights we offer will not necessarily be complete and will be qualified in its entirety by reference
to the applicable subscription right agreement, which will be filed with the SEC if we offer subscription rights. For more information
on how you can obtain copies of the applicable subscription right agreement if we offer subscription rights, see “Where You Can
Find More Information” beginning on page 23 and “Documents Incorporated by Reference” beginning on page 24. We urge
you to read the applicable subscription right agreement and any applicable prospectus supplement in their entirety.
DESCRIPTION OF WARRANTS
We may issue warrants for
the purchase of ADSs. We may issue warrants independently of or together with ordinary shares (including ordinary shares represented
by ADSs) offered by any prospectus supplement, and we may attach the warrants to, or issue them separately from, ordinary shares (including
ordinary shares represented by ADSs). Each series of warrants will be issued under a separate warrant agreement to be entered into between
us and a bank or trust company, as warrant agent, all as set forth in the prospectus supplement relating to the particular issue of offered
warrants. The warrant agent will act solely as our agent in connection with the warrant certificates relating to the warrants and will
not assume any obligation or relationship of agency or trust with any holders of warrant certificates or beneficial owners of warrants.
The following summaries of certain provisions of the warrant agreements and warrants do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, all the provisions of the warrant agreement and the warrant certificates relating
to each series of warrants which we will file with the SEC and incorporate by reference as an exhibit to the registration statement of
which this prospectus is a part at or prior to the time of the issuance of any series of warrants.
General
The applicable prospectus
supplement will describe the terms of the warrants, including as applicable:
| ● | the aggregate number
or amount of underlying securities purchasable upon exercise of the warrants and the exercise
price; |
| ● | the number of warrants
being offered; |
| ● | the date, if any,
after which the warrants and the underlying securities will be transferable separately; |
| ● | the date on which
the right to exercise the warrants will commence, and the date on which the right will expire,
or the Expiration Date; |
| ● | the number of warrants
outstanding, if any; |
| ● | any material Israeli
and/or U.S. federal income tax consequences; |
| ● | the terms, if any,
on which we may accelerate the date by which the warrants must be exercised; and; |
| ● | any other terms
of the warrants, including terms, procedures and limitations relating to the exchange and
exercise of the warrants. |
Warrants will be offered
and exercisable for U.S. dollars only and will be in registered form only.
Holders of warrants will
be able to exchange warrant certificates for new warrant certificates of different denominations, present warrants for registration of
transfer, and exercise warrants at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus
supplement. Prior to the exercise of any warrants, holders of the warrants to purchase ordinary shares will not have any rights of holders
of ordinary shares, including the right to receive payments of dividends, if any, or to exercise any applicable right to vote.
Certain
Risk Considerations
Any warrants we issue will
involve a degree of risk, including risks arising from fluctuations in the price of the underlying ordinary shares and general risks
applicable to the securities market (or markets) on which the underlying securities trade, as applicable. Prospective purchasers of the
warrants will need to recognize that the warrants may expire worthless, and, thus, purchasers should be prepared to sustain a total loss
of the purchase price of their warrants. This risk reflects the nature of a warrant as an asset that, other factors held constant, tends
to decline in value over time and that may, depending on the price of the underlying securities, become worthless when it expires. The
trading price of a warrant at any time is expected to increase if the price of or, if applicable, dividend rate on, the underlying securities
increases. Conversely, the trading price of a warrant is expected to decrease as the time remaining to expiration of the warrant decreases
and as the price of or, if applicable, dividend rate on, the underlying securities, decreases. Assuming all other factors are held constant,
the more a warrant is “out-of-the-money” (i.e., the more the exercise price exceeds the price of the underlying securities
and the shorter its remaining term to expiration), the greater the risk that a purchaser of the warrant will lose all or part of his
or her investment. If the price of the underlying securities does not rise before the warrant expires to an extent sufficient to cover
a purchaser’s cost of the warrant, the purchaser will lose all or part of his or her investment in the warrant upon expiration.
In addition, prospective
purchasers of the warrants should be experienced with respect to options and option transactions, should understand the risks associated
with options and should reach an investment decision only after careful consideration, with their financial advisers, of the suitability
of the warrants in light of their particular financial circumstances and the information discussed in this prospectus and, if applicable,
the prospectus supplement. Before purchasing, exercising or selling any warrants, prospective purchasers and holders of warrants should
carefully consider, among other things:
| ● | the trading price
of the warrants; |
| ● | the price of the
underlying securities at that time; |
| ● | the time remaining
to expiration; and |
| ● | any related transaction
costs. |
Some of the factors referred
to above are in turn influenced by various political, economic and other factors that can affect the trading price of the underlying
securities and should be carefully considered prior to making any investment decisions.
Purchasers of the warrants
should further consider that the initial offering price of the warrants may be in excess of the price that a purchaser of options might
pay for a comparable option in a private, less liquid transaction. In addition, it is not possible to predict the price at which the
warrants will trade in the secondary market or whether any such market will be liquid. We may, but will not be obligated to, file an
application to list any warrants on a U.S. national securities exchange. To the extent that any warrants are exercised, the number of
warrants outstanding will decrease, which may result in a lessening of the liquidity of the warrants. Finally, the warrants will constitute
our direct, unconditional and unsecured obligations and, as such, will be subject to any changes in our perceived creditworthiness.
Exercise
of Warrants
Each holder of a warrant
will be entitled to purchase that number or amount of underlying securities, at the exercise price, as will in each case be described
in the prospectus supplement relating to the offered warrants. After the close of business on the Expiration Date (which may be extended
by us), unexercised warrants will become void.
Holders may exercise warrants
by delivering to the warrant agent payment as provided in the applicable prospectus supplement of the amount required to purchase the
underlying securities purchasable upon exercise, together with the information set forth on the reverse side of the warrant certificate.
Warrants will be deemed to have been exercised upon receipt of payment of the exercise price, subject to the receipt within two (2) business
days of the warrant certificate evidencing the exercised warrants. Upon receipt of payment and the warrant certificate properly completed
and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement,
we will, as soon as practicable, issue and deliver the underlying securities purchasable upon such exercise. If fewer than all of the
warrants represented by a warrant certificate are exercised, we will issue a new warrant certificate for the remaining amount of warrants.
Amendments
and Supplements to Warrant Agreements
We may amend or supplement
the warrant agreement without the consent of the holders of the warrants issued under the agreement to effect changes that are not inconsistent
with the provisions of the warrants and that do not adversely affect the interests of the holders.
DESCRIPTION OF UNITS
We may issue units comprised
of one or more of the other securities described in this prospectus in any combination. Each unit will be issued so that the holder of
the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of
a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit
may not be held or transferred separately, at any time or at any time before a specified date.
The applicable prospectus
supplement will describe:
| ● | the designation
and terms of the units and of the securities comprising the units, including whether and
under what circumstances those securities may be held or transferred separately; |
| ● | the material terms
of a unit agreement under which the units will be issued; |
| ● | any provisions
for the issuance, payment, settlement, transfer or exchange of the units or of the securities
comprising the units; and |
| ● | whether the units
will be issued in fully registered or global form. |
The applicable prospectus
supplement will describe the terms of any units. The preceding description and any description of units in the applicable prospectus
supplement does not purport to be complete and is subject to and is qualified in its entirety by reference to the unit agreement and,
if applicable, collateral arrangements and depositary arrangements relating to such units. For more information on how you can obtain
copies of the applicable unit agreement if we offer units, see “Where You Can Find More Information” beginning on page 23
and “Incorporation of Certain Documents by Reference” beginning on page 24. We urge you to read the applicable unit agreement
and any applicable prospectus supplement in their entirety.
TAXATION
The material Israeli and
U.S. federal income tax consequences relating to the purchase, ownership and disposition of any of the securities offered by this prospectus
will be set forth in the prospectus supplement offering those securities or incorporated by reference from our Annual Report on Form
20-F or other public filings we make with the SEC.
PLAN
OF DISTRIBUTION
The securities being offered
by this prospectus may be sold:
| ● | to or through one
or more underwriters on a firm commitment or agency basis; |
| ● | through put or
call option transactions relating to the securities; |
| ● | to or through dealers,
who may act as agents or principals, including a block trade (which may involve crosses)
in which a broker or dealer so engaged will attempt to sell as agent but may position and
resell a portion of the block as principal to facilitate the transaction; |
| ● | through privately
negotiated transactions; |
| ● | purchases by a
broker or dealer as principal and resale by such broker or dealer for its own account pursuant
to this prospectus; |
| ● | directly to purchasers,
including our affiliates, through a specific bidding or auction process, on a negotiated
basis or otherwise; to or through one or more underwriters on a firm commitment or best efforts
basis; |
| ● | exchange distributions
and/or secondary distributions; |
| ● | ordinary brokerage
transactions and transactions in which the broker solicits purchasers; |
| ● | in “at-the-market”
offerings, within the meaning of Rule 415(a)(4) of the Securities Act to or through a market
maker or into an existing trading market, on an exchange or otherwise; |
| ● | transactions not
involving market makers or established trading markets, including direct sales or privately
negotiated transactions; |
| ● | transactions in
options, swaps or other derivatives that may or may not be listed on an exchange or |
| ● | through any other
method permitted pursuant to applicable law; or |
| ● | through a combination
of any such methods of sale. |
At any time a particular
offer of the securities covered by this prospectus is made, a revised prospectus or prospectus supplement, if required, will be distributed
which will set forth the aggregate amount of securities covered by this prospectus being offered and the terms of the offering, including
the name or names of any underwriters, dealers, brokers or agents, any discounts, commissions, concessions and other items constituting
compensation from us and any discounts, commissions or concessions allowed or re-allowed or paid to dealers. Such prospectus supplement,
and, if necessary, a post-effective amendment to the registration statement of which this prospectus is a part, will be filed with the
SEC to reflect the disclosure of additional information with respect to the distribution of the securities covered by this prospectus.
In order to comply with the securities laws of certain states, if applicable, the securities sold under this prospectus may only be sold
through registered or licensed broker-dealers. In addition, in some states the securities may not be sold unless they have been registered
or qualified for sale in the applicable state or an exemption from registration or qualification requirements is available and is complied
with.
The distribution of securities
may be effected from time to time in one or more transactions, including block transactions and transactions on The Nasdaq Capital Market
or any other organized market where the securities may be traded. The securities may be sold at a fixed price or prices, which may be
changed, or at market prices prevailing at the time of sale, at prices relating to the prevailing market prices or at negotiated prices.
The consideration may be cash or another form negotiated by the parties. Agents, underwriters or broker-dealers may be paid compensation
for offering and selling the securities. That compensation may be in the form of discounts, concessions or commissions to be received
from us or from the purchasers of the securities. Any dealers and agents participating in the distribution of the securities may be deemed
to be underwriters, and compensation received by them on resale of the securities may be deemed to be underwriting discounts. If any
such dealers or agents were deemed to be underwriters, they may be subject to statutory liabilities under the Securities Act.
Agents may from time to time
solicit offers to purchase the securities. If required, we will name in the applicable prospectus supplement any agent involved in the
offer or sale of the securities and set forth any compensation payable to the agent. Unless otherwise indicated in the prospectus supplement,
any agent will be acting on a best efforts basis for the period of its appointment. Any agent selling the securities covered by this
prospectus may be deemed to be an underwriter, as that term is defined in the Securities Act, of the securities.
To the extent that we make
sales to or through one or more underwriters or agents in at-the-market offerings, we will do so pursuant to the terms of a distribution
agreement between us and the underwriters or agents. If we engage in at-the-market sales pursuant to a distribution agreement, we will
sell any of our listed securities to or through one or more underwriters or agents, which may act on an agency basis or on a principal
basis. During the term of any such agreement, we may sell any of our listed securities on a daily basis in exchange transactions or otherwise
as we agree with the underwriters or agents. The distribution agreement will provide that any of our listed securities which are sold
will be sold at prices related to the then prevailing market prices for our listed securities. Therefore, exact figures regarding proceeds
that will be raised or commissions to be paid cannot be determined at this time and will be described in a prospectus supplement. Pursuant
to the terms of the distribution agreement, we also may agree to sell, and the relevant underwriters or agents may agree to solicit offers
to purchase, blocks of our listed securities. The terms of each such distribution agreement will be set forth in more detail in a prospectus
supplement to this prospectus.
If underwriters are used
in a sale, securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale, or under delayed
delivery contracts or other contractual commitments. Securities may be offered to the public either through underwriting syndicates represented
by one or more managing underwriters or directly by one or more firms acting as underwriters. If an underwriter or underwriters are used
in the sale of securities, an underwriting agreement will be executed with the underwriter or underwriters, as well as any other underwriter
or underwriters, with respect to a particular underwritten offering of securities, and will set forth the terms of the transactions,
including compensation of the underwriters and dealers and the public offering price, if applicable. The prospectus and prospectus supplement
will be used by the underwriters to resell the securities.
If a dealer is used in the
sale of the securities, we or an underwriter will sell the securities to the dealer, as principal. The dealer may then resell the securities
to the public at varying prices to be determined by the dealer at the time of resale. To the extent required, we will set forth in the
prospectus supplement the name of the dealer and the terms of the transactions.
We may directly solicit offers
to purchase the securities and may make sales of securities directly to institutional investors or others. These persons may be deemed
to be underwriters within the meaning of the Securities Act with respect to any resale of the securities. To the extent required, the
prospectus supplement will describe the terms of any such sales, including the terms of any bidding or auction process, if used.
Agents, underwriters and
dealers may be entitled under agreements which may be entered into with us to indemnification by us against specified liabilities, including
liabilities incurred under the Securities Act, or to contribution by us to payments they may be required to make in respect of such liabilities.
If required, the prospectus supplement will describe the terms and conditions of the indemnification or contribution. Some of the agents,
underwriters or dealers, or their affiliates may be customers of, engage in transactions with or perform services for us or our subsidiaries.
Any person participating
in the distribution of securities registered under the registration statement that includes this prospectus will be subject to applicable
provisions of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the applicable SEC rules and regulations,
including, among others, Regulation M, which may limit the timing of purchases and sales of any of our securities by that person. Furthermore,
Regulation M may restrict the ability of any person engaged in the distribution of our securities to engage in market-making activities
with respect to our securities. These restrictions may affect the marketability of our securities and the ability of any person or entity
to engage in market-making activities with respect to our securities.
Certain persons participating
in an offering may engage in over-allotment, stabilizing transactions, short-covering transactions, penalty bids and other transactions
that stabilize, maintain or otherwise affect the price of the offered securities. These activities may maintain the price of the offered
securities at levels above those that might otherwise prevail in the open market, including by entering stabilizing bids, effecting syndicate
covering transactions or imposing penalty bids, each of which is described below:
| ● | a stabilizing bid
means the placing of any bid, or the effecting of any purchase, for the purpose of pegging,
fixing or maintaining the price of a security. |
| ● | a syndicate covering
transaction means the placing of any bid on behalf of the underwriting syndicate or the effecting
of any purchase to reduce a short position created in connection with the offering. |
| ● | a penalty bid means
an arrangement that permits the managing underwriter to reclaim a selling concession from
a syndicate member in connection with the offering when offered securities originally sold
by the syndicate member are purchased in syndicate covering transactions. |
These transactions may be
effected on an exchange or automated quotation system, if the securities are listed on that exchange or admitted for trading on that
automated quotation system, or in the over-the-counter market or otherwise.
If so indicated in the applicable
prospectus supplement, we will authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase
offered securities from us at the public offering price set forth in such prospectus supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the future. Such contracts will be subject only to those conditions set forth
in the prospectus supplement and the prospectus supplement will set forth the commission payable for solicitation of such contracts.
In addition, ordinary shares,
ADSs or warrants may be issued upon conversion of or in exchange for other securities.
Any underwriters to whom
offered securities are sold for public offering and sale may make a market in such offered securities, but such underwriters will not
be obligated to do so and may discontinue any market making at any time without notice. The offered securities may or may not be listed
on a national securities exchange. No assurance can be given that there will be a market for the offered securities.
Any securities that qualify
for sale pursuant to Rule 144 or Regulation S under the Securities Act, may be sold under Rule 144 or Regulation S rather than
pursuant to this prospectus.
In connection with offerings
made through underwriters or agents, we may enter into agreements with such underwriters or agents pursuant to which we receive our outstanding
securities in consideration for the securities being offered to the public for cash. In connection with these arrangements, the underwriters
or agents may also sell securities covered by this prospectus to hedge their positions in these outstanding securities, including in
short sale transactions. If so, the underwriters or agents may use the securities received from us under these arrangements to close
out any related open borrowings of securities.
We may enter into derivative
transactions with third parties or sell securities not covered by this prospectus to third parties in privately negotiated transactions.
If the applicable prospectus supplement indicates, in connection with those derivatives, such third parties (or affiliates of such third
parties) may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions.
If so, such third parties (or affiliates of such third parties) may use securities pledged by us or borrowed from us or others to settle
those sales or to close out any related open borrowings of shares, and may use securities received from us in settlement of those derivatives
to close out any related open borrowings of shares. The third parties (or affiliates of such third parties) in such sale transactions
will be underwriters and will be identified in the applicable prospectus supplement (or a post-effective amendment).
We may loan or pledge securities
to a financial institution or other third party that in turn may sell the securities using this prospectus. Such financial institution
or third party may transfer its short position to investors in our securities or in connection with a simultaneous offering of other
securities offered by this prospectus or in connection with a simultaneous offering of other securities offered by this prospectus.
LEGAL MATTERS
The validity of our securities
and other legal matters concerning this offering relating to Israeli law will be passed upon for us by Doron Tikotzky Kantor Gutman &
Amit Gross. The validity of our securities being offered by this prospectus and certain legal matters in connection with this offering
relating to U.S. federal law will be passed upon for us by Greenberg Traurig, P.A., Tel Aviv, Israel. Additional legal matters may be
passed upon for us or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.
EXPERTS
The audited financial
statements incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference
in reliance upon the report of Fahn Kanne & Co. Grant Thornton Israel, independent registered public accountants, upon the
authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE
INFORMATION
We have filed with the SEC
a registration statement on Form F-3, including amendments and relevant exhibits and schedules, under the Securities Act covering
the ordinary shares to be sold in this offering. This prospectus, which constitutes a part of the registration statement, summarizes
material provisions of contracts and other documents that we refer to in the prospectus. Since this prospectus does not contain all of
the information contained in the registration statement, you should read the registration statement and its exhibits and schedules for
further information with respect to us and our ordinary shares. Our SEC filings, including the registration statement, are also available
to you on the SEC’s Web site at http://www.sec.gov.
We are subject to the information
reporting requirements of the Exchange Act that are applicable to foreign private issuers, and under those requirements we file reports
with the SEC. Those other reports or other information may be inspected without charge at the locations described above. As a foreign
private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our
officers, directors and principal shareholder are exempt from the reporting and short-swing profit recovery provisions contained in Section 16
of the Exchange Act. In addition, we are not required under the Exchange Act to file annual, quarterly and current reports and financial
statements with the SEC as frequently or as promptly as United States companies whose securities are registered under the Exchange Act.
However, we file with the SEC, within four months after the end of each fiscal year, or such applicable time as required by the SEC,
an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm.
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE
The SEC allows us to incorporate
by reference our publicly filed reports into this prospectus, which means that information included in those reports is considered part
of this prospectus. Information that we file with the SEC after the date of this prospectus will automatically update and supersede the
information contained in this prospectus.
This prospectus incorporates
by reference the documents listed below, which have been previously filed with the SEC:
| ● | our Annual Report
on Form
20-F for the year ended December 31, 2022, filed with the SEC on April 27, 2023; |
| ● | our Report on Form
6-K filed with the SEC on May
17, 2023 (solely with respect to the first and second paragraphs of the press release
attached as Exhibit
99.1 thereto and the text under the heading “About the SaverOne System”),
June
6, 2023, July
7, 2023, August
1, 2023 (solely with respect to the first paragraph of the press release attached as
Exhibit
99.1 thereto and the text under the heading “About the SaverOne System”),
August
8, 2023, August
9, 2023, August
14, 2023 and August
29, 2023 (solely with respect to Exhibit 99.1 and Exhibit 99.2); |
| ● | The description
of our ordinary shares contained in Exhibit
2.1 to our Annual Report on Form
20-F for the year ended December 31, 2022, filed with the SEC on April 27, 2022, including
any amendment or report filed with the SEC for the purpose of updating such description. |
We also incorporate by reference
into this prospectus and any accompanying prospectus supplement additional documents that we may file with the SEC under sections 13(a),
13(c), 14 or 15(d) of the Exchange Act from the date of this prospectus supplement until we have sold all of the securities to which
this prospectus supplement relates or the offering is otherwise terminated.
The SEC maintains an Internet
site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers like us that
file electronically with the SEC.
We will furnish without charge
to you, on written or oral request, a copy of any or all of the above documents, other than exhibits to such documents which are not
specifically incorporated by reference therein. You should direct any requests for documents to:
SaverOne 2014 Ltd.
Em Hamoshavot Rd. 94
Petah Tikva, 4970602, Israel
Attention: Chief Financial Officer
Tel.: +972-3909-4177
The information relating
to us contained in this prospectus is not comprehensive and should be read together with the information contained in the incorporated
documents. Descriptions contained in the incorporated documents as to the contents of any contract or other document may not contain
all of the information which is of interest to you. You should refer to the copy of such contract or other document filed as an exhibit
to our filings.
ENFORCEABILITY OF CIVIL
LIABILITIES
Israel
We have been informed by
our legal counsel in Israel, Doron Tikotzky Kantor Gutman & Amit Gross, that it may be difficult to assert U.S. securities law claims
in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws because
Israel is not the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may
determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable
U.S. law must be proved as a fact which can be a time-consuming and costly process. Certain matters of procedure will also be governed
by Israeli law.
Subject to specified time
limitations and legal procedures, Israeli courts may enforce a U.S. judgment in a civil matter which, subject to certain exceptions,
is non-appealable, including judgments based upon the civil liability provisions of the Securities Act and the Exchange Act and including
a monetary or compensatory judgment in a non-civil matter, provided that among other things:
| ● | the
judgment is obtained after due process before a court of competent jurisdiction, according
to the laws of the state in which the judgment is given and the rules of private international
law currently prevailing in Israel; |
| ● | the
judgment is final and is not subject to any right of appeal; |
| ● | the
prevailing law of the foreign state in which the judgment was rendered allows for the enforcement
of judgments of Israeli courts; |
| ● | adequate
service of process has been effected and the defendant has had a reasonable opportunity to
be heard and to present his or her evidence; |
| ● | the
liabilities under the judgment are enforceable according to the laws of the State of Israel
and the judgment and the enforcement of the civil liabilities set forth in the judgment is
not contrary to the law or public policy in Israel nor likely to impair the security or sovereignty
of Israel; |
| ● | the
judgment was not obtained by fraud and does not conflict with any other valid judgments in
the same matter between the same parties; |
| ● | an
action between the same parties in the same matter is not pending in any Israeli court at
the time the lawsuit is instituted in the foreign court; and |
| ● | the
judgment is enforceable according to the laws of Israel and according to the law of the foreign
state in which the relief was granted. |
If a foreign judgment is
enforced by an Israeli court, it generally will be payable in Israeli currency, which can then be converted into non-Israeli currency
and transferred out of Israel. The usual practice in an action before an Israeli court to recover an amount in a non-Israeli currency
is for the Israeli court to issue a judgment for the equivalent amount in Israeli currency at the rate of exchange in force on the date
of the judgment, but the judgment debtor may make payment in foreign currency. Pending collection, the amount of the judgment of an Israeli
court stated in Israeli currency ordinarily will be linked to the Israeli CPI plus interest at the annual statutory rate set by Israeli
regulations prevailing at the time. Judgment creditors must bear the risk of unfavorable exchange rates.
Puglisi & Associates
is the U.S. agent authorized to receive service of process in any action against us arising out of this offering. The address of Puglisi& Associates is 850 Library Avenue, Newark, Delaware 19711.
EXPENSES
The following is an estimate
of the expenses (all of which are to be paid by us) that we may incur in connection with the securities being registered hereby. Each
prospectus supplement describing an offering of securities will reflect the estimated expenses related to the offering of securities
under that prospectus supplement.
SEC registration fees | |
$ | 5,510 | |
FINRA filing fee | |
$ | 8,000 | |
Legal fees and expenses | |
$ | * | |
Accountants fees and expenses | |
$ | * | |
Printing Fees | |
$ | * | |
Miscellaneous | |
$ | * | |
Total | |
$ | * | |
| * | These fees and expenses
depend on the securities offered and the number of issuances and accordingly cannot be estimated
at this time. |
1,666,667 American Depositary Shares representing
8,333,335 Ordinary Shares
SaverOne 2014 Ltd.
PROSPECTUS SUPPLEMENT
December 13, 2023
SaverOne 2014 (NASDAQ:SVRE)
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