SaverOne 2014 Ltd 6-K, filed Jun 7, 2022
SaverOne 2014 Ltd. (SVRE)
About this 6-K
SaverOne 2014 Ltd filed this 6-K on June 7, 2022.
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 2022
Commission file number: 001-41334
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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(7): ☐
CONTENTS
Attached hereto and incorporated herein is the Registrant’s: (i) press release issued on June 2, 2022, titled “SaverOne 2014 Ltd. Announces Pricing of $13 Million Public Offering and Nasdaq Listing” and (ii) press release issued on June 7, 2022, titled “SaverOne 2014 Ltd. Announces Closing of Public Offering and Nasdaq Listing.”
EXHIBIT INDEX
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.
| SaverOne 2014 Ltd. | |||
| Date: June 7, 2022 | By: | /s/ Tony Klein | |
| Name: | Tony Klein | ||
| Title: | Chief Financiald Officer | ||
Exhibit 99.1
SaverOne 2014 Ltd. Announces Pricing of $13 Million Public Offering and Nasdaq Listing
Petah Tikvah, Israel, June 02, 2022 (GLOBE NEWSWIRE) -- SaverOne 2014 Ltd. (Nasdaq: SVRE, SVREW) (TASE: SAVR), a technology company engaged in the design, development and commercialization of transportation safety solutions designed to save lives by preventing car accidents resulting from the use of mobile phones while driving, today announced the pricing of an underwritten U.S. initial public offering of 2,941,918 units, each consisting of one American Depositary Share (ADS) and one warrant to purchase one ADS, and 208,282 pre-funded units, each consisting of one pre-funded warrant to purchase one ADS and one warrant to purchase one ADS, at a price to the public of $4.13 per unit ($4.129 per pre-funded unit), for gross proceeds of approximately $13 million, before deducting underwriting discounts and offering expenses. The warrants will have a per ADS exercise price of $5.00, are exercisable immediately, and expire five years from the date of issuance. The ADSs (or pre-funded warrants in lieu thereof) and warrants that are part of the units can only be purchased together in the offering but will be issued separately. The pre-funded warrants will not be listed on any exchange. In addition, SaverOne has granted the underwriters a 45-day option to purchase up to an additional 469,654 ADSs or pre-funded warrants and/or 469,654 warrants to purchase ADSs to cover over-allotments, if any, at the public offering price, less the underwriting discount.
The Company intends to use the proceeds for global sales and marketing expansion, for the development of SaverOne’s Generation 2.0 and 3.0 solutions, research and development, working capital and general corporate purposes and possible future acquisitions.
The ADSs and warrants are expected to begin trading on the Nasdaq on June 3, 2022 under the symbols “SVRE” and “SVREW”, respectively. The offering is expected to close on June 7, 2022, subject to satisfaction of customary closing conditions.
ThinkEquity is acting as sole book-running manager for the offering.
A registration statement on Form F-1 (File No. 333-263338) relating to the ADSs, pre-funded warrants and warrants was filed with the Securities and Exchange Commission (“SEC”) and became effective on June 2, 2022. This offering is being made only by means of a prospectus. Copies of the final prospectus, when available, may be obtained from ThinkEquity, 17 State Street, 22nd Floor, New York, New York 10004, by telephone at (877) 436-3673, by email at prospectus@think-equity.com. The final prospectus will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About SaverOne 2014 Ltd.
SaverOne is a technology company engaged in the design, development and commercialization of transportation safety solutions designed
to save lives by preventing car accidents resulting from the use of mobile phones while driving. Our 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. Learn more at https://saver.one/.
Forward Looking Statements
This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements,
other than statements of historical fact, contained in this press release are forward-looking statements. For example, SaverOne is using
forward-looking statements when it discusses the expected gross proceeds and the closing of the offering. Forward-looking statements
contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,”
“could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,”
“plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,”
"will” “would,” or the negative of these words or other similar expressions, although not all forward-looking
statements contain these words. Forward-looking statements are based on SaverOne 2014 Ltd.’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 as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully
in the section titled “Risk Factors” in the final prospectus related to the public offering filed with the Securities and
Exchange Commission. Forward-looking statements contained in this announcement are made as of this date, and SaverOne 2014 Ltd. undertakes
no duty to update such information except as required under applicable law.
Contact:
Jonathan Eilat
John@theinvestor.co.il
Exhibit 99.2
SaverOne 2014 Ltd. Announces Closing of Public Offering and Nasdaq Listing
Petah Tikvah, Israel, June 7, 2022 – SaverOne 2014 Ltd. (Nasdaq: SVRE, SVREW) (TASE: SVRE), a technology company engaged in the design, development and commercialization of transportation safety solutions designed to save lives by preventing car accidents resulting from the use of mobile phones while driving, today announced the closing of its previously announced underwritten U.S. initial public offering of 2,941,918 units, each consisting of one American Depositary Share (ADS) and one warrant to purchase one ADS, 208,282 pre-funded units, each consisting of one pre-funded warrant to purchase one ADS and one warrant to purchase one ADS, at a price to the public of $4.13 per unit ($4.129 per pre-funded unit), for gross proceeds of approximately $13 million, before deducting underwriting discounts and offering expenses.
The shares and warrants began trading on The Nasdaq Capital Market on June 3, 2022, under the ticker symbols “SVRE” and “SVREW,” respectively.
In addition, SaverOne has granted the underwriter a 45-day option to purchase up to an additional 469,654 ADSs or pre-funded warrants and/or 469,654 warrants to purchase ADSs to cover over-allotments, if any, at the public offering price, less the underwriting discount. In connection with the closing of the offering, the underwriter has partially exercised its over-allotment option to purchase an additional 126,482 warrants to purchase 126,482 ADSs. The underwriter has retained the right to exercise the balance of its over-allotment option within the 45-day period.
The Company intends to use the proceeds for global sales and marketing expansion, for the development of SaverOne’s Generation 2.0 and 3.0 solutions, research and development, working capital and general corporate purposes and possible future acquisitions.
ThinkEquity acted as sole book-running manager for the offering.
A registration statement on Form F-1 (File No. 333-263338) relating to the ADSs, pre-funded warrants and warrants was filed with the Securities and Exchange Commission (“SEC”) and became effective on June 2, 2022. This offering is being made only by means of a prospectus. Copies of the final prospectus may be obtained from ThinkEquity, 17 State Street, 22nd Floor, New York, New York 10004, by telephone at (877) 436-3673, by email at prospectus@think-equity.com
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About SaverOne 2014 Ltd.
SaverOne is a technology company engaged in the design, development and commercialization of transportation safety solutions designed to save lives by preventing car accidents resulting from the use of mobile phones while driving. Our 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. Learn more at https://saver.one/.
Forward Looking Statements
This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. For example, SaverOne is using forward-looking statements when it discusses the intended use of proceeds of the offering. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” "will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on SaverOne 2014 Ltd.’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 as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the final prospectus related to the public offering filed with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date, and SaverOne 2014 Ltd. undertakes no duty to update such information except as required under applicable law.
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International Investor Relations Contact:
Ehud Helft +1 212 378 8040 saverone@gkir.com
Israeli Investors Contact: Jonathan Eilat John@theinvestor.co.il |
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