6-K
SaverOne 2014 Ltd. (SVRE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of June 2026 (Report No. 2)
Commission file number: 001-41387
SaverOne 2014 Ltd.
(Translation of registrant’s name into English)
Em Hamoshavot Rd. 94
Petah Tikvah, Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
The disclosure in this Form 6-K is hereby incorporated by reference into the registrant’s Registration Statements on Form S-8 (File No. 333-274455) and Form F-3 (File No. 333-274458, 333-263338 and 333-269260), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
CONTENTS
As previously disclosed, on January 26, 2026, SaverOne 2014 Ltd. (the “Company”) and VisionWave Holdings, Inc. (“VisionWave”) entered into an Exchange Agreement (the “Exchange Agreement”) providing for a staged equity exchange to be implemented in three sequential stages, pursuant to which the Company would issue to VisonWave ordinary shares of SaverOne in exchange for shares of VisonWave’s common stock and VisionWave would grant SaverOne a non-exclusive license to certain of VisionWave’s’s radio-frequency intellectual property. As further disclosed, on March 5, 2026, SaverOne and VisionWave completed the initial closing (under the Exchange Agreement.
On June 22, 2026, SaverOne and VisionWave consummated the Stage 2 closing (the Milestone 1 Exchange) and the Stage 3 closing (the Milestone 2 Exchange) under the Exchange Agreement, following the achievement and certification of Milestone 1 and Milestone 2. Accordingly, SaverOne will issue the Stage 2 SaverOne Shares and the Stage 3 SaverOne Shares as follows: (i) 16,608,240,000 of SaverOne’s restricted ordinary shares, represented by 384,450 restricted American Depository Shares (“ADSs”) to VisionWave and (ii) 14,843,952,000 restricted ordinary shares, represented by 343,610 restricted ADS to Adrian Holdings S.R.L. (“Adrian”), at the direction of VisionWave and pursuant to the Notice of Assignment and Irrevocable Delivery Direction, dated June 22, 2026, from VisionWave Holdings, Inc. to SaverOne 2014 Ltd (the “Notice of Assignment Instrument”). After giving effect to the foregoing, including the assignment of a portion of the SaverOne Shares and ADSs to Adrian, VisionWave beneficially owns approximately 41% of SaverOne’s issued and outstanding ordinary shares. VisionWave does not control SaverOne, will not consolidate SaverOne in the Company’s financial statements, and intends to account for its investment in SaverOne under the equity method of accounting
In exchange for the SaverOne shares (represented by the aggregate amount of 728,060 ADSs) issued to VisonwWave and Adrian, on June 24, 2026 VisionWave issued and delivered to SaverOne, an aggregate of 945,251 restricted shares of VisionWave’s common stock, par value $0.01 per share (“VisionWave Shares”) having an aggregate value of approximately $5,047,640 based on the VWAV Average Price $5.34 as provided in the Exchange Agreement. In addition, under the terms of the Exchange Agreement, management is entitled to an additional 405,112 VisionWave Shares, also based $5.34 VWAP price. The sum of $100,000 based on $5.34 VWAP price was set aside and was not delivered, pending SaverOne’s delivery of the management names that those shares should be allocated to.
The foregoing description of the Notice of Assignment Instrument do not purport to be complete and are qualified in their entirety by reference to the full text of the instrument, a copy of which is filed as an exhibit to this report on Form 6-K and incorporated herein by reference.
Attached hereto and incorporated herein is the Registrant’s press release issued on June 26, 2026 relating to the closing of the transaction.
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EXHIBIT INDEX
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: June 26, 2026 | SAVERONE 2014 LTD. | |
|---|---|---|
| By: | /s/ Ori Gilboa | |
| Name: | Ori Gilboa | |
| Title: | Chief Executive Officer |
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Exhibit 10.1
VISIONWAVE HOLDINGS, INC.
300 Delaware Ave, Suite 210#301, Wilmington, Delaware 19801
June 22, 2026
BY EMAIL AND OVERNIGHT COURIER
SaverOne 2014 Ltd.
Em Hamoshavot Rd 94, Petah Tikva, Israel Attention: Ori Gilboa, Chief Executive Officer
and to: SaverOne’s duly appointed transfer agent / share registrar
Re: Notice of Assignment and Irrevocable Delivery Direction underthe Exchange Agreement dated January 26, 2026
Ladies and Gentlemen:
Reference is made to that certain Exchange Agreement, dated as of January 26, 2026 (the “Exchange Agreement”), by and between VisionWave Holdings, Inc. (“VisionWave”) and SaverOne 2014 Ltd. (“SaverOne”). Capitalized terms used but not defined in this letter have the meanings given in the Exchange Agreement. This letter is delivered as a notice and direction pursuant to Section 9.4 of the Exchange Agreement.
This letter sets forth (a) the assignment by VisionWave of a portion of its right to receive the Remaining SaverOne Shares, and (b) VisionWave’s irrevocable direction regarding the issuance and delivery of such shares, in each case in accordance with SaverOne’s prior written consent pursuant to Section 9.8 of the Exchange Agreement.
| 1. | Notice of Assignment. VisionWave has irrevocably assigned and transferred to Adrian<br> Holdings S.R.L. (“Adrian”), effective<br>immediately prior to each applicable Closing, all of VisionWave’s right, title, and interest in and to the right to receive 14,843,945,442<br>SaverOne Ordinary Shares (the “Assigned Shares”), constituting a portion of the Remaining SaverOne Shares otherwise issuable<br>to VisionWave at the Stage 2 Closing and/or the Stage 3 Closing under Section 1.2 of the Exchange Agreement. |
|---|---|
| 2. | Irrevocable Delivery Direction. VisionWave hereby irrevocably directs<br>SaverOne, and SaverOne’s transfer agent or share registrar, to issue and deliver the Assigned Shares allocable to each of the Stage<br>2 Closing and the Stage 3 Closing directly to Adrian (or to a custodian designated in writing by Adrian to receive and hold the Assigned<br>Shares as agent for Adrian), in book-entry form, registered in the name of Adrian (or such custodian), bearing the restrictive legend<br>set forth in Section 8.1 of the Exchange Agreement. The balance of the Remaining SaverOne Shares issuable at each such Closing shall continue<br>to be issued and delivered to VisionWave. Adrian’s registration and account details, and any designated custodian, will be provided<br>to SaverOne and its transfer agent not later than five (5) Business Days prior to the applicable Closing. |
| --- | --- |
| 3. | No change to SaverOne’s consideration oraggregate issuance. This direction does not reduce, increase, or otherwise modify the aggregate number of SaverOne Ordinary Shares<br>issuable, or the aggregate consideration payable to SaverOne, under the Exchange Agreement. VisionWave remains solely obligated to issue<br>and deliver to SaverOne the shares of VisionWave Common Stock constituting the consideration for the Stage 2 SaverOne Shares and the Stage<br>3 SaverOne Shares. The issuance and delivery by SaverOne of the Assigned Shares to Adrian in accordance with this direction shall, to<br>the extent of the Assigned Shares so issued and delivered, constitute full and complete satisfaction and discharge of SaverOne’s<br>obligation under the Exchange Agreement to issue and deliver such Assigned Shares to VisionWave, and VisionWave shall have no further<br>claim against SaverOne in respect of such Assigned Shares. The sole effect of this direction is to route delivery of a portion of the<br>Remaining SaverOne Shares to Adrian rather than to VisionWave. SaverOne is therefore made whole in all respects and is not prejudiced<br>by giving effect to this direction. |
| --- | --- |
| 4. | Effectiveness of the assignment. Section 9.8<br>of the Exchange Agreement permits the assignment of rights thereunder with the prior written consent of the other party thereto, and SaverOne<br>has granted such consent with respect to the assignment effected hereby. |
| --- | --- |
| 5. | Conduit; no momentary ownership. The Assigned<br>Shares are to be issued directly to Adrian, and title is to pass directly to Adrian, without ever resting in VisionWave. If, notwithstanding<br>this direction, any Assigned Shares are issued or delivered to VisionWave (or registered in VisionWave’s name), VisionWave will<br>receive and hold such Assigned Shares solely as conduit, bare nominee, and agent for, and in trust for the exclusive benefit of, Adrian,<br>will acquire no beneficial ownership of such shares, and will immediately transfer and deliver such shares to Adrian, with title deemed<br>to pass simultaneously through VisionWave to Adrian without resting in VisionWave. |
| --- | --- |
| 6. | Securities-law compliance. Adrian has made<br>customary investment representations with respect to the Assigned Shares, has agreed to be bound by the investment representations, transfer<br>restrictions, and legend requirements of Article 8 and Section 3.17 of the Exchange Agreement (mutatis mutandis), and acknowledges that<br>the Assigned Shares are “restricted securities.” By signing this letter under “Agreed and Accepted” below, Adrian<br>confirms and agrees, directly for the benefit of SaverOne, to be bound by all such representations, undertakings, restrictions and requirements.<br>SaverOne shall be an express third-party beneficiary of this Section 6 and shall be entitled to enforce it directly against Adrian. |
| --- | --- |
| 7. | Request to transfer agent. SaverOne is requested to deliver, or to<br>instruct its transfer agent or share registrar to deliver, the Assigned Shares in accordance with this direction at each applicable Closing,<br>against VisionWave’s issuance and delivery to SaverOne of the corresponding VisionWave Common Stock consideration. |
| --- | --- |
This direction is irrevocable and will remain in effect until the Stage 2 Closing and the Stage 3 Closing have each been consummated or the Exchange Agreement is terminated. Please direct any questions to the undersigned.
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| Very<br> truly yours, | ||
|---|---|---|
| VISIONWAVE HOLDINGS, INC. | ||
| By: | /s/<br> Douglas Davis | |
| Name: | Douglas<br> Davis | |
| Title: | Executive<br> Chairman and CEO | |
| cc: | Adrian<br> Holdings S.R.L. | |
| AGREED AND ACCEPTED: | ||
| --- | --- | --- |
| ADRIAN HOLDINGS S.R.L. | ||
| By: | /s/ MAURICIO LARA | |
| Name: | MAURICIO LARA | |
| Title: | MANAGER |
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Exhibit 99.1
SaverOneand VisionWave Complete Their Strategic Transaction to Advance an RF Defense Platform
Completion of all stages brings the total strategictransaction to approximately $7 million and deepens the companies’ RF technology collaboration across defense, homeland securityand critical infrastructure markets
Petah Tikvah, Israel, June 26, 2026 (GLOBE NEWSWIRE) --SaverOne 2014 Ltd. (Nasdaq: SVRE, TASE: SVRE), a technology company specializing in advanced transportation safety and RF-based solutions, and VisionWaveHoldings, Inc. (Nasdaq: VWAV), a multi-domain technology company building next-generation autonomous robotics, RF imaging, and AI-driven sensing, today jointly announced the successful completion of all stages of their strategic transaction, first announced in January 2026.
Both companies have now concluded all stages of the strategic transaction first announced in January 2026. As consideration for these stages, SaverOne received additional VisionWave shares of common stock, bringing the total consideration received by SaverOne under the transaction to approximately $7 million.
The collaboration addresses a growing global need for RF-based detection, sensing and locating solutions for defense, homeland security and critical infrastructure applications, especially where visibility is limited or conventional optical systems are less effective. The companies plan to jointly advance the integration and commercialization of these solutions for mission-critical defense and security use cases.
Recent real-world demonstrations of SaverOne’s RF sensing technologies showed capabilities including the detection of wireless signal activity in limited-visibility and non-line-of-sight scenarios. Both companies believe these capabilities can complement conventional sensing systems in applications such as counter-drone detection, threat identification, infrastructure protection, urban situational awareness and autonomous systems.
**Ori Gilboa, Chief Executive Officer of SaverOne,**commented: “We are very pleased to have successfully completed our strategic transaction with VisionWave. Our partnership with VisionWave is central to SaverOne’s expansion into the defense, homeland security and critical infrastructure markets. Together, we are focused on advancing the integration and commercialization of our RF-based technologies for mission-critical defense and security applications.”
**Douglas Davis, Executive Chairman of VisionWave,**said: “Completing this transaction marks an important milestone in VisionWave’s strategy to build an integrated sensing and autonomy technology platform. SaverOne’s RF sensing capabilities are a strong and natural complement to VisionWave’s autonomous systems, and together we believe we can deliver capabilities that are not available anywhere else in the market. We look forward to continuing to work together to bring these advanced solutions to defense and security customers worldwide.”
About SaverOne
SaverOne is a technology company specializing in advanced transportation safety and RF-based sensing solutions. The Company designs, develops and commercializes OEM and aftermarket technologies that detect, locate and analyze cellphone RF signals using proprietary hardware, software, AI and algorithms.
SaverOne’s first commercial product line is designed to prevent vehicle accidents caused by driver distraction from mobile phone use. Building on the same core RF sensing platform, the Company is also developing solutions for vulnerable road user (VRU) detection under limited-visibility and non-line-of-sight conditions, based on the cellphone footprint of pedestrians and other road users.
In 2026, SaverOne expanded the potential applications of its RF sensing technology beyond transportation through its strategic transaction with VisionWave Holdings, Inc. (Nasdaq: VWAV), focused on integrating SaverOne’s RF capabilities into defense, homeland security and critical infrastructure applications.
Learn more at https://saver.one/
About VisionWave
VisionWave Holdings, Inc. (Nasdaq: VWAV) is a defense and advanced sensing technology company developing AI-driven, RF-based sensing, autonomy, and computational acceleration technologies for defense, homeland security, and commercial infrastructure applications. VisionWave’s mission is to connect defense innovation with civilian progress through shared core technologies deployed across air, land, and fixed-site environments. The Company’s website is https://www.vwav.inc
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Forward Looking Statements
This press release contains “forward-lookingstatements” within the meaning of the Private Securities Litigation Reform Act and other securities laws that are subject to substantialrisks and uncertainties. All statements, besides those of historical fact, contained in this press release are forward-looking. Forward-lookingstatements contained in this press release include but are not limited to, statements regarding SaverOne’s strategic and business plans,technology, relationships, objectives, and expectations for its business, the impact of trends on and interest in its business, intellectualproperty or product and its future results, operations, and financial performance and condition and may be identified by the use of wordssuch as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,”“intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,”“project,” “target,” “aim,” “should,” “will” “would,” or the negative of thesewords or other similar expressions. However, not all forward-looking statements contain these words. Forward-looking statements are basedon SaverOne’s current expectations and are subject to inherent uncertainties, risks, and assumptions that are difficult to predict. Further,certain forward-looking statements are based on assumptions about future events that may not prove accurate. Many factors could causeSaverOne’s actual activities or results to differ materially from those anticipated in such forward-looking statements. Factors that couldcause actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limitedto: market acceptance of any future defense related products; SaverOne’s planned level of revenues and capital expenditures andits ability to continue as a going concern; SaverOne’s ability to maintain its listing on the Nasdaq Capital Market; SaverOne’splans to continue to invest in research and development to develop technology for both existing and new products; SaverOne’s intentionto advance its technologies and commercialization efforts in Europe and globally; acceptance of its business model by investors; the abilityto correctly identify and enter new markets; the impact of competition and new technologies; general market, political and economic conditionsin the countries in which SaverOne operates; projected capital expenditures and liquidity; SaverOne’s intention to retain key employees,and its belief that it will maintain good relations with all employees; as well as other risks and uncertainties, including, but not limitedto, the risks detailed in the Company’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (the “SEC”)on March 27, 2026 and in subsequent filings with the SEC. Forward-looking statements in this announcement are made as of this date,and SaverOne undertakes no duty to update such information except as required under applicable law.
SaverOne Investor Relations Contact:
Ehud Helft +1 212 378 8040
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