F-1: SaverOne 2014 Ltd. Files for Resale of 270 Million Ordinary Shares Represented by 3 Million ADSs

SaverOne 2014 Ltd. has filed a registration statement for the resale of up to 270 million ordinary shares, represented by 3 million American Depositary Shares (ADS), by YA II PN, LTD.

Summary

• SaverOne 2014 Ltd., an Israeli technology company, has filed a registration statement for the resale of up to 270 million ordinary shares, represented by 3 million American Depositary Shares (ADS).
• These shares are being offered by YA II PN, LTD., a Cayman Islands exempt limited partnership, also known as Yorkville, as part of a standby equity purchase agreement (SEPA).
• The company has the right, but not the obligation, to issue ADSs to Yorkville for up to $15 million until July 16, 2027.
• Yorkville has already advanced $3 million to SaverOne through convertible promissory notes.
• The conversion price of these notes is based on the lower of $9.51 per ADS or 95% of the lowest daily VWAP during the 5 consecutive trading days immediately preceding the conversion date, but not lower than $1.5624 per ADS.
• The company is required to make monthly payments of $500,000 of principal, or the outstanding principal if less than such amount, plus 10%, plus all accrued and unpaid interest on the principal amount being paid if there is an Amortization Event.
• An Amortization Event occurs if the daily VWAP is less than the Floor Price then in effect for three trading days during a period of five consecutive trading days, or if Yorkville cannot use the registration statement to sell ADSs.
• Yorkville has waived any Amortization Event under the SEPA as a result of a Floor Price Event through January 2025.
• The company will not receive any proceeds from the sale of these shares by Yorkville, but the outstanding balances under the promissory notes will be reduced by the amount of ADSs sold to Yorkville.
• As of the date of this prospectus, the company has received approximately $3.63 million in aggregate proceeds under the SEPA.
• The company's ordinary shares are listed on the Tel Aviv Stock Exchange (TASE) under the symbol SVRE, and its ADSs are listed on the Nasdaq Capital Market under the same symbol.
• The last reported sale price of the company's ordinary shares on the TASE on December 5, 2024, was $0.0136 per share, and the last reported sale price of its ADSs on Nasdaq on the same date was $1.08 per ADS.

Sentiment

Score: 4

Explanation: The document presents a mixed picture. While there is potential for future funding through the SEPA, the company is not receiving proceeds from the resale of shares, has significant financial obligations, and is subject to various risks. The reliance on a variable conversion price and the potential for dilution are also concerning.

Positives

• The standby equity purchase agreement with Yorkville provides a potential source of funding up to $15 million.
• The company has already received $3 million in prepaid advances, providing immediate capital.
• Yorkville has waived any Amortization Event under the SEPA as a result of a Floor Price Event through January 2025, providing some financial flexibility.
• The company's ADSs are listed on the Nasdaq Capital Market, providing access to a broader investor base.

Negatives

• The company will not receive any proceeds from the resale of shares by Yorkville.
• The conversion price of the promissory notes is variable and could result in dilution.
• The company is required to make monthly payments of $500,000 of principal, or the outstanding principal if less than such amount, plus 10%, plus all accrued and unpaid interest on the principal amount being paid if there is an Amortization Event.
• The company's ability to draw down on the full $15 million is subject to market conditions and other factors.
• The company has incurred significant losses since its inception and may never be profitable.

Risks

• The company is an early commercialization stage company with a limited operating history and has incurred significant losses.
• The company has not generated significant revenue and may never be profitable.
• The company expects to need to raise substantial additional capital, which may not be available on acceptable terms.
• The company's operating results and financial condition may fluctuate.
• The markets in which the company participates are competitive.
• The company's products will be subject to automotive regulations, which could prevent it from marketing its products to vehicle manufacturers.
• The company is subject to cybersecurity risks.
• The company's headquarters and operations are located in Israel, which is subject to political, economic, and military instability.
• Sales of a substantial number of ADSs could cause the share price to fall.
• The company may have been a passive foreign investment company (PFIC) for U.S. federal income tax purposes in 2023 and may be a PFIC in any subsequent taxable year.

Future Outlook

The company intends to use the net proceeds from the issuance of ADSs to Yorkville for repaying indebtedness, global sales and marketing expansion, research and development, working capital, general corporate purposes and possible future acquisitions. The amount that the company may receive under the SEPA in the future is difficult to estimate and depends on a number of factors.

Industry Context

The document highlights the company's focus on driver safety technologies, which is a growing area of interest due to increasing concerns about distracted driving. The company's technology aims to address this issue by preventing certain uses of cell phones while driving. The company is targeting both the aftermarket and OEM markets, which are both large and competitive.

Comparison to Industry Standards

• The document mentions that the company's technology meets the National Highway Traffic Safety Administration's (NHTSA) guidelines for a complete solution for distracted driving, which is a key differentiator.
• The company's focus on selective blocking of cell phone applications is also a key differentiator compared to other driver safety products.
• The company is targeting the global aftermarket automobile market starting with the U.S. and Europe, which are large and competitive markets.
• The company is also working with one of the leading global OEMs to integrate its technology into vehicles during the manufacturing process, which is a significant step for long-term growth.
• The document mentions that the company's solution is certified for operating in Israel, the United States, Europe and Japan, which is important for global market penetration.

Related Party Transactions

• The company has a standby equity purchase agreement with YA II PN, LTD. (Yorkville).
• Yorkville has advanced $3 million to the company through convertible promissory notes.
• The company is required to make monthly payments to Yorkville under the promissory notes.
• The company may issue additional ADSs to Yorkville in the future.

Stakeholder Impact

• Shareholders may experience dilution due to the potential issuance of additional ADSs to Yorkville.
• The company's ability to raise capital and achieve profitability will impact shareholder value.
• The company's success in commercializing its products will impact its employees and suppliers.
• The company's technology has the potential to improve driver safety and reduce accidents, which would benefit the public.

Next Steps

• The company will continue to market and sell its SaverOne Generation 2.0 solution.
• The company will complete the development of its OEM solution.
• The company will advance its commercialization efforts and infrastructure.
• The company will complete the development of its ADAS VRU solution.
• The company will form alliances with industry leaders and OEMs.
• The company will monitor and assist governmental regulatory initiatives for enforcing implementation of driver distraction prevention systems.

Key Dates

Keywords

SaverOne, ADS, American Depositary Shares, Yorkville, Standby Equity Purchase Agreement, SEPA, Promissory Notes, Convertible Notes, Resale, Equity Financing, Driver Distraction Prevention System, DDPS, ADAS, Tel Aviv Stock Exchange, Nasdaq