SaverOne 2014 Ltd 6-K, filed Aug 29, 2025
SaverOne 2014 Ltd. (SVRE)
About this 6-K
SaverOne 2014 Ltd filed this 6-K on August 29, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of August
Commission file number:
(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 interim financial statements attached to 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333-263338 and 333-269260), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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
On August 29, 2025, SaverOne 2014 Ltd. (the “Company”) announced its unaudited financial results for the 6-month period ended June 30, 2025. The Company’s Operating and Financial Review and Results of Operations for the six months ended June 30, 2025 and 2024 are attached hereto as Exhibit 99.1; the Company’s unaudited interim condensed financial statements unaudited for the six months ended June 30, 2025 and 2024 are attached hereto as Exhibit 99.2. On August 29, 2025 the Company issued a press release entitled “SaverOne Reports First Half 2025 Results” furnished herewith as Exhibit 99.3.
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Operating and Financial Review and Prospects as of June 30, 2024 | |
| 99.2 | Unaudited Interim Condensed Financial Statements as of June 30, 2024 | |
| 99.3 | Press release titled: “SaverOne Reports First Half 2024 Results | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
| SaverOne 2014 Ltd. | ||
| Date: August 29, 2025 | By: | /s/ Ori Gilboa |
| Name: Ori Gilboa | ||
| Title: Chief Executive Officer | ||
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Exhibit 99.1
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
You should read the following discussion and analysis of our financial condition and results of operations together with unaudited consolidated financial statements and the related notes for the six-month periods ended June 30, 2025 and 2024 included elsewhere in this Report on Form 6-K and our the audited consolidated financial statements and accompanying notes for the year ended December 31, 2024 included in our annual report on Form 20-F for the year ended December 31, 2024 (the “2024 Annual Report”) filed with the Securities and Exchange Commission (the “SEC”) on March 21, 2025, and subsequent reports filed with the SEC by the Company. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors.
The following discussion is based on our financial information prepared in accordance with the IFRS, as issued by the IASB, which may differ in material respects from generally accepted accounting principles in other jurisdictions, including U.S. generally accepted accounting principles, or GAAP. We maintain our accounting books and records in New Israeli Shekels and our functional currency is the New Israeli Shekel. Certain amounts presented herein may not sum due to rounding. Unless the context requires otherwise, references in this report to “Company”, “SaverOne”, “we” or “our” refers to SaverOne 2014 Ltd. thereafter unless otherwise required by the context. “NIS” means New Israeli Shekel, and “$,” “US$,“U.S. dollars” and “USD” mean United States dollars.
The following discussion and analysis of our financial condition and results of operations 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 3.372 to $1.00, based on the representative exchange rate reported by the Bank of Israel on June 30, 2025.
Forward Looking Statements
Certain information included or incorporated by reference in this Report on Form 6-K may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward-looking statements include information about possible or assumed future results of our business, financial condition, results of operations, liquidity, plans and objectives. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” or the negative of these terms or other similar expressions.
These forward-looking statements may include, but are not limited to, statements relating to 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. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. These statements are only predictions based upon our current expectations and projections about future events.
Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. Such forward-looking statements include statements regarding, among other things:
| ● | our planned level of revenues and capital expenditures | |
| ● | the ability of our technology to substantially improve the safety of drivers; | |
| ● | our ability to market and sell our products; | |
| ● | Our independent auditors have expressed their concern as to our ability to continue as a going concern; | |
| ● | We may not be able to continue complying with the continued Nasdaq listing requirements, which could result in a delisting of the ADSs from Nasdaq |
| ● | 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 | |
| ● | Our principal executive offices and business operations are located in Israel, and, therefore, our financial results may be adversely affected by political, economic and military instability in Israel, including Israel’s multi-front war state actors such, as Iran, and terrorist groups in neighboring countries, such as Hezbollah in Lebanon, Hamas in the Gaza Strip, and Israel’s response thereto. |
The preceding list is not intended to be an exhaustive list of any forward-looking statements. A description of these and other risks and uncertainties that could affect our business may be found in “Item 3.D. Risk Factors,” “Item 4. Information on the Company,” and “Item 5. Operating and Financial Review and Prospects,” of our 2024 Annual Report, in the registration statements on Form F-1 (i) (File No. 333-283669) we filed on December 6, 2024, which was declared effective by the Securities and Exchange Commission (the “SEC”) on December 16, 2024 (the “2024 F-1 Registration Statement”), (ii) File No. 333-286266) we filed on March 31, 2025, which was declared effective by the Securities and Exchange Commission (the “SEC”) on April 2, 2025 (the “April 2025 I F-1 Registration Statement”) (iii) File No. 333-286260) we filed on March 31, 2025, which was declared effective by the Securities and Exchange Commission (the “SEC”) on April 2, 2025 (the “April 2025 II F-1 Registration Statement”) which was declared effective by the SEC on April 2, 2025, File No. 333-286266) and (iv) File No. 333-288455) we filed on December 6, 2024, which was declared effective by the Securities and Exchange Commission (the “SEC”) on March 31, 2025 (the “2024 F-1 Registration Statement”) which was declared effective by the SEC on July 7, 2025, which was declared effective by the Securities and Exchange Commission (the “SEC”) on March 31, 2025 (the “July 2025 F-1 Registration Statement”) which was declared effective by the SEC on April 2, 2025 and in other reports filed with the SEC subsequent to the 2024 Annual Report.
The forward-looking statements contained in this Report on Form 6-K are based upon information available to our management as of the date hereof 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 Report on Form 6-K are expressly qualified in their entirety by this cautionary statement. Readers should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, we disclaim any obligation to publicly update or revise any forward-looking statements contained herein, whether as a result of new information, future events, changed circumstances or any other reason.
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Overview
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 22, 2025, about 5,500 systems have been ordered (which includes about 950 systems ordered as part of our ongoing Generation 1.0 and Generation 2.0 pilot program and about 1,000 systems purchased in commercial orders by our Generation 1.0 and Generation 2.0 customers) and about 4,400 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 in the second half of 2025. Since the development of our OEM solution 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.
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Risks Related to Our Financial Conditions
The Company is currently in the early commercialization stage and has not yet generated sufficient revenues from the sale of Saverone systems. We have experienced net losses in every period since the inception of SaverOne. We have incurred losses in each year since our inception, including net losses of NIS 34.9 million (approximately $9.4 million), NIS 33.8 million (approximately $9.3 million) and NIS 25 million (approximately $7.1 million) for the years ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024, we had an accumulated deficit of NIS 170.5 million (approximately $46.1 million). As of June 30, 2025, we had an accumulated deficit of NIS 186.7 million and we had a comprehensive loss of NIS 16.1 million for the period of six months ended June 30, 2025.
Until we can generate significant recurring revenues, we expect to satisfy our future cash needs through debt or equity financing. While we plan to finance its operations through sale of equity (including using SEPA as described below) and through increasing our revenues from product sales; however, there can be no assurance that we will succeed in obtaining the necessary financing or generating sufficient revenues from product sales to meet our current obligations and to achieve its business targets.
Those conditions raise substantial doubt about the Company’s ability to continue its business operations in accordance with the Company’s plans. The unaudited financial statements for the six months ended June 30, 2025 do not include any adjustments that might result from the outcome of this uncertainty. If we are unable to obtain sufficient funds, we may be required to delay, reduce the scope of, or eliminate research or development plans for, or commercialization efforts with respect to our products.
Recent Funding Transactions
SEPA with YorkVille
(i) On July 16, 2024, we entered into the a Standby Equity Purchase Agreement, or the SEPA, with YA II PN, LTD, a Cayman Islands exempt limited partnership (“Yorkville”), pursuant to which Yorkville has committed to purchase up to $15.0 million of our ADSs at our direction from time to time during the commitment period, subject to the restrictions and satisfaction of the conditions in the SEPA.
Pursuant to the SEPA, subject to the terms and conditions set forth therein, the Company has the right, but not the obligation, to issue an Advance to Yorkville, and Yorkville has the obligation to subscribe for the Company’s ADSs for an aggregate subscription amount of up to the Commitment Amount, at any time from the date of the SEPA until July 16, 2027, unless terminated earlier pursuant to the SEPA (the “Commitment Period”), by delivering an Advance Notice to Yorkville.
Yorkville has previously advanced to the Company the principal amount of $3,000,000 (the “Pre-Paid Advance”), evidenced by convertible promissory notes (the “Promissory Notes”), which are convertible into Company’s ADSs in three separate installments. Each Pre-Paid Advance was subject to a 3% discount on the principal amount of the Pre-Paid Advance. Principal, interest and any other payments due under the Promissory Notes were due in cash on January 16, 2026 (the “Maturity Date”), unless converted by Yorkville or redeemed by the Company. As the date of this report, the Company fully repaid these Promissory Notes.
The SEPA does not require Yorkville to subscribe for or acquire any ADSs or Ordinary Shares under the SEPA if those ADS, when aggregated with all other ADSs or Ordinary Shares acquired by Yorkville under the SEPA, would result in Yorkville beneficially owning more than 9.99% of the then outstanding ADSs or Ordinary Shares.
(ii) On November 11, 2024, the Company issued to Yorkville, an unsecured non-convertible promissory note (the “November 24 Promissory Note”) in the original principal amount of $1,000,000. Pursuant to the terms of the November 24 Promissory Note, it (i) bears an interest at a rate of 8.0%, (ii) was issued with a 3% original issue discount, (iii) had a maturity date of November 11, 2025, and (iv) was required to be repaid in 10 equal monthly installments beginning on the 90th day from the date of the issuance. On March 19, 2025, Yorkville agreed to modify the November 24 Promissory Note to postpone the remaining nine monthly payment thereunder by 30 days from the original payment schedule such that the maturity date was extended to December 11, 2025. The outstanding amounts under the November 24 Promissory Note are repayable in ADSs issued under the SEPA. As of the date of this prospectus the unpaid outstanding amount on the November 24 Promissory Note is $500,000.
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(iii) On January 30, 2025, the Company entered into securities purchase agreements with several institutional investors (the “Purchase Agreements”), pursuant to which, at the closing (the “Closing”), the Company sold to these investors an aggregate of 195,428,970 Ordinary Shares, represented by 54,300 ADSs, at an offering price of $27.993 per ADS. The ADSs were sold in a registered direct offering, pursuant to a prospectus supplement dated January 30, 2025, in connection with a takedown from the Company’s shelf registration statement on Form F-3 (File No. 333-274458), which became effective by the SEC on September 27, 2023, and the base prospectus dated as of September 27, 2023 contained in such registration statement. In addition, the Company offered and sold to these investors in a concurrent private placement offering (the “Private Placement Offering”) unregistered warrants (the “Investor Warrants”) to purchase up to an aggregate of 108,599 ADSs at an exercise price of $31.99 per ADS, exercisable through February 17, 2027. The Company engaged H.C. Wainwright & Co., LLC as its exclusive placement agent for the registered and concurrent private placement offering (the “Placement Agent”). The aggregate proceeds to the Company from this offering were approximately $1,500,000, before deducting the placement agent fees and other offering expenses payable by the Company.
In addition, at the Closing, the Company issued warrants to purchase up to an aggregate of 3,801 ADSs, at an exercise price of $34.99 per share to designees of the Placement Agent (the “Placement Agent Warrants”). The Placement Agent Warrants have the same terms as the Private Placement Warrants, except that the term of the Placement Agent Warrants will not be longer than five (5) years from the date of the issuance.
Components of Operating Results
Our results of operations have varied in the past and can be expected to vary in the future due to numerous factors. We believe that period-to-period comparisons of our operating results should not be relied upon as indications of future performance.
Comparison of Interim Financial Results for the six months ended June 30, 2025 and 2024
Below is a summary of our unaudited results of operations for the periods indicated:
| Six Months Ended June 30, | Six Months Ended June 30, | |||||||
| 2025 | 2024 | |||||||
| NIS thousands | NIS thousands | |||||||
| Revenues | 756 | 483 | ||||||
| Cost of revenues | (532 | ) | (398 | ) | ||||
| Gross Profit | 224 | 85 | ||||||
| Operating expenses: | ||||||||
| Research and development expenses, net | (9,840 | ) | (8,897 | ) | ||||
| Selling and marketing expenses | (2,425 | ) | (2,406 | ) | ||||
| General and administrative expenses | (4,742 | ) | (4,460 | ) | ||||
| Loss from operations | (16,783 | ) | (15,678 | ) | ||||
| Finance expense | (3,031 | ) | (1,242 | ) | ||||
| Finance income | 3,695 | 636 | ||||||
| Finance income (expense), net | 664 | (606 | ) | |||||
| Net loss | (16,119 | ) | (16,284 | ) | ||||
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Revenues and Cost of Revenues
Our total revenue consists of selling our SaverOne system and our cost of revenues consists of the direct cost of producing and installing the system.
Our revenue during the six months ended June 30, 2025 increased to NIS 756 thousand (~$224 thousand) from NIS 483 thousand (~$143 thousand) for the same period in 2024. This increase was primarily due to the company’s efforts in penetrating global markets.
Our cost of revenues increased from NIS 398 thousand (~$118 thousand) in the six months ended June 30, 2024 to NIS 532 thousand (~$158 thousand) in the same period of 2025. This increase was attributable to the increase in sales volumes.
Operating Expenses
Operating expenses in the six months ended June 30, 2025 increased to NIS 17.0 million (~$5.0 million) from NIS 15.8 million (~$4.7 million) for the same period in 2024, primarily due to higher research and development expenses.
Research and Development Expenses (R&D)
Research and development related activities are currently our primary expenditure. Development timelines, the probability of success and development costs can differ materially from expectations. In addition, we cannot forecast whether and when we will enter into collaboration arrangements, if at all, and to what degree such arrangements would affect our development plans and capital requirements.
Research and development expenses include the following:
| ● | employee-related expenses, such as salaries and share-based compensation; | |
| ● | expenses relating to outsourced and contracted services, such as consulting, research and advisory services; | |
| ● | supply and development costs; | |
| ● | costs associated with regulatory compliance. |
Our research and development expenses for the six months ended June 30, 2025 were NIS 9.8 million (~$2.9 million) compared to NIS 8.9 million (~$2.6 million) in the first half of 2024. This increase is primarily attributable to our efforts of establishing a footprint in the global markets.
Selling and Marketing Expenses
Selling and marketing expenses for the six months ended June 30, 2025 were NIS 2.4 million (~$711 thousand), almost identical to the expenses in the corresponding period last year.
General and Administrative Expenses
General and administrative expenses consist primarily of personnel costs, including share-based compensation related to directors and employees, facility costs and maintenance expenses, and external professional service costs, including legal, accounting, audit, finance, business development, investor relations and human resource services, and other consulting fees.
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General and administrative expenses for the six months ended June 30, 2025 were NIS 4.7 million (~$1.4 million), compared to NIS 4.5 million (~$1.3 million) in the first half of 2024, with the increase being mainly attributable to expenses related to capital raising efforts.
Net Loss and Operating Loss
Our operating loss in the six months ended June 30, 2025 was NIS 16.8 million (~$5.0 million), compared to an operating loss of NIS 15.7 million (~$4.6 million) in the corresponding period last year, mainly as a result of our efforts to establish a footprint in the global markets and higher costs related to capital raising. Our net loss decreased from NIS 16.3 million (~$4.8 million) in the first half of 2024 to NIS 16.1 million (~$4.7 million) in the first half of 2025, and the decrease is primarily attributable to finance income stems from a change in the fair value of warrants issued during the period, partly offset by expenses related to our efforts to establish a footprint in the global markets and higher costs related to capital raising.
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements that have had or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Internal Control Over Financial Reporting
In connection with the audit of our financial statements as of December 31, 2024 and 2023, we identified control deficiencies in our financial reporting process that constitute a material weakness for the years ended December 31, 2024 and 2023. The material weakness related to lack of sufficient internal accounting personnel and segregation of duties.
As defined in the standards established by the Public Company Accounting Oversight Board of the United States, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.
As of December 31, 2024, our internal control over financial reporting was ineffective due to the lack of sufficient internal accounting personnel and segregation of duties. Although we have taken certain measures to address the identified material weakness such as appointing in 2024 a SOX consultant to assist us with assessment of Sarbanes-Oxley compliance requirements and improvement of overall internal controls, implementing internal policies and procedures related to internal control over financial reporting and hiring additional internal accounting and financial staff with appropriate public company experience and technical accounting knowledge, we will need to retain additional qualified personal in order to fully address our material weakness. For additional information, see “Item 3.D. Risk Factors—General Risk Factors in our Annual Report for the year ended December 31, 2024. We have identified a material weakness in our internal control over financial reporting, and we may not be able to successfully implement remedial measures” in our Annual Report. However, we cannot assure you that these measures may fully address the material weakness in our internal control over financial reporting or that we may conclude that they have been fully remediated.
The process of designing and implementing an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a financial reporting system that is adequate to satisfy our reporting obligation. For additional information, see “Item 3.D. Risk Factors—General Risk Factors—We have identified a material weakness in our internal control over financial reporting, and we may not be able to successfully implement remedial measures” in our Annual Report for the year ended December 31, 2024.
We qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002, in the assessment of the emerging growth company’s internal control over financial reporting.
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Critical Accounting Policies
We describe our significant accounting policies and estimates in Note 2 to our financial statements for the six months ended June 30, 2025. We believe that these accounting policies and estimates are critical in order to fully understand and evaluate our financial condition and results of operations.
We prepare our financial statements in accordance with IFRS as issued by the IASB.
The preparation of financial statements in conformity with IFRS requires management to make accounting estimates and assessments that involve use of judgment and that affect the amounts of assets and liabilities presented in the financial statements, the disclosure of contingent assets and liabilities at the dates of the financial statements, the amounts of revenues and expenses during the reporting periods and the accounting policies adopted by the Company. Actual results could differ from those estimates. Pursuant to International Accounting Standard No. 1, it is required inter alia to give disclosure to the accounting principles whose implementation involves estimates and considerations having significant sensitivity to future events, the occurrence of which may impact the reported amounts.
Recently Issued Accounting Pronouncements
Certain recently issued accounting pronouncements are discussed in Note 2, Summary of Significant Accounting Policies, to our annual financial statements for the year ended December 31, 2024 included in elsewhere in our Annual Report, regarding the impact of the IFRS standards as issued by the IASB that we will adopt in future periods in our financial statements.
Liquidity and Capital Resources
As of June 30, 2025, we had cash on hand and cash equivalents and short-term bank deposits in the amount of NIS 16.0 million (~$4.8 million), compared to NIS 11.3 million (~$3.3 million) in the same period of 2024, and compared to NIS 13.3 million (~$4.0 million) as of December 31, 2024.
The table below shows a summary of our cash flows for the periods indicated:
| Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | |||||||
| NIS thousands | ||||||||
| Net cash used in operating activities | (15,368 | ) | (16,315 | ) | ||||
| Net cash provided by (used in) investing activities | (7 | ) | (15 | ) | ||||
| Net cash provided by financing activities | 19,830 | 10,412 | ||||||
| Net increase (decrease) in cash and cash equivalents | 4,455 | (5,918 | ) | |||||
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
Net cash used in operating activities
Net cash used in operating activities decreased by NIS 947 thousand (~ $281 thousand), or 2%, to NIS 15,368 thousand (~ $4,557 thousand) for the six months ended June 30, 2025, compared to approximately NIS 16,315 thousand (~ $4,838 thousand) for the six months ended June 30, 2024. This decrease was primarily attributable to changes in working capital.
Net cash used in investing activities
Net cash used in investing activities for the
six months ended June 30, 2025, was NIS 7 thousand (~ $2 thousand), compared to net cash used in investing activities for the six months
ended June 30, 2024, totaled NIS 15 thousand
(~ $4 thousand).
Net cash provided by financing activities
Net cash provided by financing activities for the six months ended June 30, 2025, was NIS 19,830 thousand (~ $5,881 thousand), compared to net cash provided by financing activities for the six months ended June 30, 2024, of NIS 10,412 thousand (~$3,088). This increase was primarily due to higher amount of funds raised in the current period compared to the corresponding period last year.
We believe that our existing funds will not be sufficient to continue our business and operations as currently conducted for 12 months from the date of issuance of these interim financial statements. Such conditions raise substantial doubts about our ability to continue as a going concern. Management’s plan includes raising funds from existing shareholders and/or outside potential investors. However, there can be no assurance that the Company will succeed in obtaining the necessary financing or generating sufficient revenues from product sales to meet its current obligations and to achieve its business targets. Those conditions raise substantial doubt about the Company’s ability to continue as a going concern.
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Exhibit 99.2
SAVERONE 2014 LTD.
CONDENSED INTERIM FINANCIAL STATEMENTS
AS OF JUNE 30, 2025
SAVERONE 2014 LTD.
CONDENSED INTERIM FINANCIAL STATEMENTS
AS OF JUNE 30, 2025
INDEX TO CONDENSED INTERIM FINANCIAL STATEMENTS
| Page | |
| Financial statements in NIS Thousands | |
| Condensed statements of financial position | 1 |
| Condensed statements of comprehensive loss | 2 |
| Condensed statements of changes in shareholders’ equity | 3-4 |
| Condensed statements of cash flows | 5-6 |
| Notes to the condensed financial statements | 7-18 |
i
SAVERONE 2014 LTD.
CONDENSED STATEMENTS OF FINANCIAL POSITION
(New Israeli Shekels in thousands)
| As of June 30, | As of December 31, | |||||||||||
| 2025 | 2024 | 2024 | ||||||||||
| Unaudited | Audited | |||||||||||
| Assets | ||||||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents | ||||||||||||
| Trade receivables, net | ||||||||||||
| Other current assets | ||||||||||||
| Inventory | ||||||||||||
| Total current assets | ||||||||||||
| Non-current assets | ||||||||||||
| Trade receivables, net | ||||||||||||
| Property and equipment, net | ||||||||||||
| Restricted deposits | ||||||||||||
| Right of usage asset, net | ||||||||||||
| Total non-current assets | ||||||||||||
| Total assets | ||||||||||||
| Current liabilities | ||||||||||||
| Current maturities of leasing liability | ||||||||||||
| Trade payables | ||||||||||||
| Other current liabilities | ||||||||||||
| Liability in respect of government grants | ||||||||||||
| Derivative warrants liability | ||||||||||||
| Promissory notes, net | ||||||||||||
| Total current liabilities | ||||||||||||
| Non-current liabilities | ||||||||||||
| Leasing liability, net current | ||||||||||||
| Liability in respect of government grants | ||||||||||||
| Total non-current liabilities | ||||||||||||
| Shareholders’ equity | ||||||||||||
| Share capital and premium | ||||||||||||
| Capital reserve in respect of share-based payment | ||||||||||||
| Accumulated deficit | ( | ) | ( | ) | ( | ) | ||||||
| Total shareholders’ equity | ||||||||||||
| Total liabilities and shareholders’ equity | ||||||||||||
The accompanying notes are an integral of to these financial statements.
1
SAVERONE 2014 LTD.
CONDENSED STATEMENTS OF COMPREHENSIVE LOSS
(New Israeli Shekels in thousands, except per share and share data)
| Six Months Ended June 30, | Year Ended December 31, | |||||||||||
| 2025 | 2024 | 2024 | ||||||||||
| Unaudited | Audited | |||||||||||
| Revenues | ||||||||||||
| Cost of revenues | ( | ) | ( | ) | ( | ) | ||||||
| Gross profit | ||||||||||||
| Research and development expenses, net | ( | ) | ( | ) | ( | ) | ||||||
| Selling and marketing expenses, net | ( | ) | ( | ) | ( | ) | ||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ||||||
| Financing expenses | ( | ) | ( | ) | ( | ) | ||||||
| Financing income | ||||||||||||
| Financing income (expenses), net | ( | ) | ( | ) | ||||||||
| Loss for the period | ( | ) | ( | ) | ( | ) | ||||||
| Comprehensive loss for the period | ( | ) | ( | ) | ( | ) | ||||||
| Loss per share attributed to shareholders of Company, par value NIS 0.01 each | ||||||||||||
| Basic and diluted loss per share: | ||||||||||||
| Basic and diluted loss per share | ( | ) | ( | ) | ( | ) | ||||||
| Weighted average of number of shares used to calculate the basic and diluted loss per share | ||||||||||||
The accompanying notes are an integral of to these financial statements.
2
SAVERONE 2014 LTD.
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(New Israeli Shekels in thousands, except per share and share data)
For the six-month period ended June 30, 2025
| Share capital and premium | Capital reserve in respect of share-based payment | Accumulated deficit | Total shareholders’ equity | |||||||||||||
| Balance as of January 1, 2025 (audited) | ( | ) | ||||||||||||||
| Share-based payment | ||||||||||||||||
| Issuance of ADS resulted from partial exercise of Commitment Amount under equity line | ||||||||||||||||
| Repayment of promissory note through issuance of ADSs resulted from partial exercise of Commitment Amount under equity line | ||||||||||||||||
| Net proceeds received from issuance of ADSs as part of shelf prospectus through public offering transaction | ||||||||||||||||
| Exercise of restricted share units into ordinary shares | ( | ) | ||||||||||||||
| Comprehensive loss for the period | ( | ) | ( | ) | ||||||||||||
| Balance as of June 30, 2025 (unaudited) | ( | ) | ||||||||||||||
For the six-month period ended June 30, 2024
| Share capital and premium | Capital reserve in respect of share-based payment | Accumulated deficit | Total shareholders’ equity | |||||||||||||
| Balance as of January 1, 2024 (audited) | ( | ) | ||||||||||||||
| Share-based payment | ||||||||||||||||
| Issuance of ADS resulted from partial exercise of Commitment Amount under equity line | ||||||||||||||||
| Repayment of promissory note through issuance of ADSs resulted from partial exercise of Commitment Amount under equity line | ||||||||||||||||
| Net proceeds received from issuance of ADSs as part of shelf prospectus through public offering transaction | ||||||||||||||||
| Exercise of restricted share units into ordinary shares | ( | ) | ||||||||||||||
| Comprehensive loss for the period | ( | ) | ( | ) | ||||||||||||
| Balance as of June 30, 2024 (unaudited) | ( | ) | ||||||||||||||
The accompanying notes are an integral of to these financial statements.
3
SAVERONE 2014 LTD.
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(New Israeli Shekels in thousands, except per share and share data)
For the year ended December 31, 2024
| Share capital and premium | Capital reserve in respect of share-based payment | Accumulated deficit | Total shareholders’ equity | |||||||||||||
| Balance as of January 1, 2024 (audited) | ( | ) | ||||||||||||||
| Share-based payment to employees | ||||||||||||||||
| Issuance of ADSs resulted from partial exercise of Commitment Amount under equity line | ||||||||||||||||
| Repayment of promissory notes (principal and interest) through issuance of ADSs resulted from partial exercise of Commitment Amount under equity line | ||||||||||||||||
| Net proceeds received from issuance of ADSs as part of shelf prospectus through public offering transaction | ||||||||||||||||
| Exercise of restricted share units into ordinary shares | ( | ) | ||||||||||||||
| Comprehensive loss for the year | ( | ) | ( | ) | ||||||||||||
| Balance as of December 31, 2024 (audited) | ( | ) | ||||||||||||||
The accompanying notes are an integral of to these financial statements.
4
SAVERONE 2014 LTD.
CONDENSED STATEMENTS OF CASH FLOWS
(New Israeli Shekels in thousands, except per share and share data)
| Six Months Ended June 30, | Year Ended December 31, | |||||||||||
| 2025 | 2024 | 2024 | ||||||||||
| Unaudited | Audited | |||||||||||
| Cash flow from operating activity | ||||||||||||
| Comprehensive loss for the period | ( | ) | ( | ) | ( | ) | ||||||
| Adjustments required to present cash flows from operating activities (Appendix A) | ( | ) | ||||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ( | ) | ||||||
| Cash flows from investment activity | ||||||||||||
| Change in restricted as to withdrawal | ( | ) | ( | ) | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ( | ) | ||||||
| Net cash used in investment activity | ( | ) | ( | ) | ( | ) | ||||||
| Cash flows from financing activity | ||||||||||||
| Proceeds received from issuance of ADSs resulted from partial exercise of Commitment Amount under equity line | ||||||||||||
| Net proceeds received from issuance of third and fourth promissory note | ||||||||||||
| Repayment of government grants | ( | ) | ||||||||||
| Net proceeds received from issuance of ADSs and warrants as part of shelf prospectus through public offering transaction | ||||||||||||
| Repayment of principal in respect of leasing liability | ( | ) | ( | ) | ( | ) | ||||||
| Exercise of restricted share units into ordinary shares | ||||||||||||
| Net cash provided by financing activity | ||||||||||||
| Change in balance of cash and cash equivalents | ( | ) | ( | ) | ||||||||
| Exchange differences on cash and cash equivalents | ( | ) | ||||||||||
| Balance of cash and cash equivalents, beginning of period | ||||||||||||
| Balance of cash and cash equivalents, end of period | ||||||||||||
| (*) |
The accompanying notes are an integral of to these financial statements.
5
SAVERONE 2014 LTD.
CONDENSED STATEMENTS OF CASH FLOWS
(New Israeli Shekels in thousands, except per share and share data)
| Six Months Ended June 30, | Year Ended December 31, | |||||||||||
| 2025 | 2024 | 2024 | ||||||||||
| Unaudited | Audited | |||||||||||
| Appendix A – Adjustments required to present cash flows from operating activities | ||||||||||||
| Income and expenses not involving cash flows | ||||||||||||
| Depreciation | ||||||||||||
| Amortization of right for use asset | ||||||||||||
| Interest expenses in respect of leasing | ||||||||||||
| Share-based payment to employees and service providers | ||||||||||||
| Revaluation of derivative warrant liability and related expenses | ( | ) | ( | ) | ( | ) | ||||||
| Recognition of discount, interest and exchange differences expenses related to Promissory Note | ||||||||||||
| Finance expenses incurred from partial exercise of Commitment Amount under equity line | ||||||||||||
| Exchange differences on cash and cash equivalent and restricted deposits | ( | ) | ( | ) | ||||||||
| Changes in liability in respect of government grants | ( | ) | ||||||||||
| ( | ) | |||||||||||
| Changes in asset and liability items | ||||||||||||
| Decrease (increase) in other current assets | ( | ) | ||||||||||
| Increase in trade receivables | ( | ) | ( | ) | ( | ) | ||||||
| Decrease (increase) in inventory | ( | ) | ( | ) | ||||||||
| Decrease in trade payables | ( | ) | ( | ) | ( | ) | ||||||
| Increase (decrease) in other current liabilities | ( | ) | ( | ) | ||||||||
| ( | ) | ( | ) | |||||||||
| ( | ) | |||||||||||
| Appendix B – Non-cash investment and financing activities | ||||||||||||
| Repayment of promissory note (principal and interest) through issuance of ADSs resulted from partial exercise of Commitment Amount under equity line | ||||||||||||
| Appendix C - Additional information pertaining to cash flows | ||||||||||||
| Interest received | ||||||||||||
The accompanying notes are an integral of to these financial statements.
6
SAVERONE 2014 LTD.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
(New Israeli Shekels in thousands, except per share and share data)
Note 1 – General
| A. | Incorporation and operations |
Saverone 2014 Ltd.
(the “Company”) was founded in Israel on November 16, 2014 and commenced its business activity on that date (the “Inception
Date”). From the Inception Date, the Company has been active in
| B. | The Company’s business position |
The Company is currently
in the early commercialization stage and has not yet generated sufficient revenues from selling of Saverone systems. From the Inception
Date and through June 30, 2025, the Company reported losses and a negative cash flow from current operating activity. As of June 30, 2025,
the Company has an accumulated deficit of NIS
On June 5, 2023,
the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd., Cayman Islands-based hedge
fund (“Yorkville” or “YA”), under which the Company had the right to sell to Yorkville from time to time (each
such occurrence, an “Advance”) up to $
During the period
commencing on the YA Effective Date through the December 31, 2023, the Company sold
See Note 13C3 to the financial statements as of December 31, 2024, for further information.
On December 11, 2023,
the Company and Yorkville entered into a first amendment to the SEPA pursuant to which Yorkville, advanced the Company additional $
7
SAVERONE 2014 LTD.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (CONT.)
(New Israeli Shekels in thousands, except per share and share data)
Note 1 – General (cont.)
| B. | The Company’s business position (cont.) |
On December 13, 2023,
the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company agreed to
sell and issue to Yorkville through a registered direct offering (the “Registered Direct Offering”)
On March 25, 2024,
the Company entered into second amendment to the SEPA, under which the Commitment Amount was increased to $
On June 25, 2024,
the Company entered into a securities purchase agreement pursuant to which the Company issued to two institutional investors through a
registered direct offering
On July 16, 2024
the Company entered into a second Standby Equity Purchase Agreement (the “New SEPA”) with Yorkville, under which the Company
has the right to sell to Yorkville from time to time up to $
During
the period commencing on the Effective Date of the New SEPA through December 31, 2024, the Company sold
For further information see Note 13C5 to the financial statements as of December 31, 2024 and Note 3 below.
On November 11, 2024,
the Company issued to Yorkville, an unsecured non-convertible promissory note (the “Fourth Promissory Note”) in an amount
of $
8
SAVERONE 2014 LTD.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (CONT.)
(New Israeli Shekels in thousands, except per share and share data)
Note 1 – General (cont.)
| B. | The Company’s business position (cont.) |
On January 30, 2025,
the Company entered into securities purchase agreements with certain institutional investors of selling through a registered direct offering
an aggregate of
See Note 4E below regarding ADS ratio changes occurred during the interim reporting period.
During the six months
ended on June 30, 2025, the Company sold
The Company plans to finance its operations through the sales of equity and/or debts, including raising equity by an additional public offering through shelf registration on the Nasdaq Capital Market (the “Nasdaq”) and also through increasing its revenues from sales of the Saverone Systems and if applicable a reduction in operating expenses.
However, there can be no assurance that the Company will succeed in obtaining the necessary financing or generating sufficient revenues from product sales to meet its current obligations and to achieve its business targets. Those conditions raise substantial doubt about the Company’s ability to continue as a going concern.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
| C. | The impact of Iron Sword War |
Beginning on October 7th, 2023, following the attack on the State of Israel by the terrorist organization Hamas and a combat front that was opened, simultaneously, with the terrorist organization Hezbollah, both of which were supported and financed, directly and indirectly, by Iran, the State of Israel declared a state of war and a large-scale mobilization of reserves (hereinafter – the “War”) and launched a campaign to protect the residents of the state and its borders. During the war, residents were evacuated from the affected areas, both around the “Gaza Strip” and on Israel’s border with the State of Lebanon. The war has, at times, a significant impact on the economic and business activity in the country, and it weighs heavily on the functional and operational continuity of businesses in Israel.
9
SAVERONE 2014 LTD.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (CONT.)
(New Israeli Shekels in thousands, except per share and share data)
Note 1 – General (cont.)
| C. | The impact of Iron Sword War (cont.) |
Due to the war, at the beginning of 2024, international rating agencies lowered Israel’s credit rating (and subsequently also of the five largest banks in Israel), along with a negative outlook and the possibility of another downgrade. On the other hand, it seems that the actual extent of the damage to the economic activity and general situation of the State of Israel was smaller than expected. In November 2024, a ceasefire was reached with the State of Lebanon, in the north of the country, in light of the defeat of the terrorist organization Hezbollah. However, the fighting in the Gaza Strip continues. On June 2025, Israel launched another campaign against Iran, aimed at damaging Iran’s ability to develop nuclear weapons and its’ continued support of terror groups. A ceasefire with Iran was reached by the end of June 2025. On the other hand, the State of Israel began, during 2024, the renovation of the areas that were damaged by the war.
The Company’s management is continuously monitoring developments and acting in accordance with the directives of the various authorities. However, since these are events characterized by uncertainty, among other things, regarding the date of the end of the war and the indirect effects that may be caused by it, as of the date of approval of the interim financial statements by the Board of Directors, since this is an event beyond the Company’s control and characterized by uncertainty, inter alia as to when the War will end, the Company is unable to predict the intensity of the War impact on the Company’s financial condition and its operations results.
Note 2 - Significant accounting policies
| A. | Basis of presentation |
The accompanying unaudited condensed interim financial statements and related notes should be read in conjunction with the Company’s financial statements and related notes included in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2024, which was filed with the Securities and Exchange Commission (“SEC”) on March 21, 2025. The unaudited condensed interim financial statements have been prepared in accordance with the rules and regulations of the SEC related to interim financial statements. The interim condensed financial statements have been prepared in accordance with generally accepted accounting principles for the preparation of financial statements in accordance with IFRS for interim periods, as prescribed in IAS 34 “Interim Financial Reporting”. The financial information contained herein is unaudited; however, management believes all adjustments have been made that are considered necessary to present fairly the results of the Company’s financial position and operating results for the interim periods. All such adjustments are of a normal recurring nature.
The results for the six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any other interim period or for any future period.
The Interim Financial Statements were approved for issue by the Board of Directors on August 28, 2025.
10
SAVERONE 2014 LTD.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (CONT.)
(New Israeli Shekels in thousands, except per share and share data)
Note 2 - Significant accounting policies (cont.)
| B. | Material accounting policies |
The Interim Financial Statements have been prepared in accordance with the accounting policies adopted in the Company’s most recent annual financial statements for the year ended 31 December 2024.
| C. | Use of estimates in the preparation of financial statements |
The preparation of financial statements in conformity with IFRS requires management to make accounting estimates and assessments that involve use of judgment and that affect the amounts of assets and liabilities presented in the financial statements, the disclosure of contingent assets and liabilities at the dates of the financial statements, the amounts of revenues and expenses during the reporting periods and the accounting policies adopted by the Company. Actual results could differ from those estimates.
| D. | New Standards adopted at 1 January 2025 |
Amendments to IAS 21: Lack of Exchangeability
On 15 August 2023, the International Accounting Standards Board (IASB) issued Lack of Exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates) (“the amendments”).
IAS 21 sets out the requirements for determining the exchange rate to be used for recording a foreign currency transaction into the functional currency and translating a foreign operation into a different currency.
The amendments clarify how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking, as well as require the disclosure of information that enables users of financial statements to understand the impact of a currency not being exchangeable.
The amendments became effective to annual reporting periods beginning on or after 1 January 2025.
The amendments did not have significant effect on the financial statements.
| E. | New Standards not yet effective |
International Financial Reporting Standard 18, Presentation and Disclosure in Financial Statements (“IFRS 18”)
On 9 April 2024 the International Accounting Standards Board (IASB) published IFRS 18.
IFRS 18, replaces IAS 1 ‘Presentation of Financial Statements’ with the objective to improve how information is communicated in an entity’s financial statements, particularly in the statement of profit or loss and in its notes to the financial statements.
11
SAVERONE 2014 LTD.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (CONT.)
(New Israeli Shekels in thousands, except per share and share data)
Note 2 - Significant accounting policies (cont.)
| E. | New Standards not yet effective (cont.) |
International Financial Reporting Standard 18, Presentation and Disclosure in Financial Statements (“IFRS 18”) (cont.)
The main changes that will apply to the financial statements with the implementation of IFRS 18, in relation to the presentation and disclosure instructions that apply today include the following:
| ● | IFRS 18 will change the structure of the profit or loss report and will include three new defined categories: operating, investment and financing and will add two new interim summaries: operating profit and profit before financing and income taxes. |
| ● | IFRS 18 includes guidelines for providing disclosure on performance indicators defined by management (Management-defined performance measures). |
| ● | IFRS 18 provides guidelines regarding the aggregation and disaggregation of the information in the financial statements in relation to the question of whether information should be included in the main reports or in explanations and disclosures regarding items defined as “other”. |
| ● | IFRS 18 includes amendments to other standards, including limited amendments to International Accounting Standard 7, Statement of Cash Flows. |
IFRS 18 will become effective, in a retrospective manner, for annual reporting periods beginning on or after 1 January 2027. Early application of IFRS 18 is permitted.
The company is examining the possible impact of the new standard on the financial statements, but at this stage it is unable to assess such an impact. The effect of the new standard, however it may be, will only affect matters of presentation and disclosure.
Note 3 - Execution of Standby Equity Purchase Agreement and Promissory Note
As further described in Note 13C3 to the Company’s annual financial statements for the year ended December 31, 2024, on July 16, 2024 (the “Effective Date”), the Company entered into a second Standby Equity Purchase Agreement (the “New SEPA”) with Yorkville. Upon the effectiveness of the New SEPA, the previous SEPA was terminated.
Pursuant
to the New SEPA, subject to certain terms and conditions set forth in the agreement, the Company has the right, but not the obligation,
to issue (each such issuance, an “Advance”) to Yorkville, and Yorkville has the obligation to subscribe for the Company’s
ADSs”, each representing
12
SAVERONE 2014 LTD.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (CONT.)
(New Israeli Shekels in thousands, except per share and share data)
Note 3 - Execution of Standby Equity Purchase Agreement and Promissory Note (cont.)
Under
the New SEPA, The Company will be entitled to sell to Yorkville the ADSs at a purchase price equal to
The
Company will not have the right to require Yorkville to subscribe for any ADSs under the New SEPA if a balance remains outstanding under
the Third Promissory Note without Yorkville’s consent, unless an Amortization Event (if the daily VWAP will be less than the Floor
Price, as defined in the agreement or if Yorkville cannot use the registration statement to sell ADSs) has occurred and the proceeds
of any Advance is applied towards repayment of a balance under a Promissory Note. During an Amortization Event, the Company will be required
to make monthly payments under the Promissory Notes of $
Under
the New SEPA, Yorkville advanced to the Company the principal amount of $
Due
to the
Principal, interest and any other payments due under the Third Promissory Note shall be paid in cash on January 16, 2026 (the “Maturity Date”), unless converted by Yorkville or redeemed by the Company. The Company was not able to prepay or redeem any portion of the outstanding principal and accrued and unpaid interest thereunder. Yorkville was entitled to convert any portion of the outstanding principal of the Promissory Notes plus accrued and unpaid interest on such outstanding principal (such amount, the “Conversion Amount”) into ADSs at the Conversion Price (as defined in the agreement). The number of Conversion Shares issuable upon conversion of the Conversion Amount will be determined by dividing (x) such Conversion Amount by (y) the Conversion Price. The “Conversion Price” means, as of any conversion date or other date of determination and subject to adjustments as set forth in the Third Promissory Note agreement.
13
SAVERONE 2014 LTD.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (CONT.)
(New Israeli Shekels in thousands, except per share and share data)
Note 3 - Execution of Standby Equity Purchase Agreement and Promissory Note (cont.)
As the Third Promissory Note entitled Yorkville to require settlement with variable number of ADS through the conversion mechanism described above, it was determined that the embedded conversion option is not eligible to equity classification, and thus the company elected to designate the entire liability amount at fair value thorough profit or loss measurement category.
As of June 30, 2025 there is no remaining outstanding balance under the Third Promissory Note.
On
November 11, 2024, the Company issued to Yorkville, an unsecured non-convertible promissory note (the “Fourth Promissory Note”)
in the original principal amount of $
On March 19, 2025, Yorkville agreed to modify the Fourth Promissory Note to postpone the remaining nine monthly payment thereunder by 30 days from the original payment schedule such that the maturity date was extended to December 11, 2025. The company analyzed the terms of the Fourth Promissory Note before and after the modification and determined that the effect was insignificant.
As
of June 30, 2025 the remaining outstanding balance of the Fourth Promissory Note was $
The following tabular presentation reflects the reconciliation of the carrying amount of the Promissory Notes during the six-month period ended June 30, 2025:
| Six months period ended June 30, | ||||
| 2025 | ||||
| Unaudited | ||||
| Opening balance | ||||
| Repayment of Promissory Notes and accrued interest through issuance of ADSs resulted from partial exercise of Commitment Amount under equity line | ( | ) | ||
| Recognition of discount, interest expenses related to the third Promissory Notes | ||||
| Repayment of fourth Promissory Notes and accrued interest through issuance of ADSs resulted from partial exercise of Commitment Amount under equity line | ( | ) | ||
| Recognition of interest expenses related to the fourth Promissory Note | ||||
| Income from exchange differences | ( | ) | ||
| Closing balance | ||||
14
SAVERONE 2014 LTD.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (CONT.)
(New Israeli Shekels in thousands, except per share and share data)
Note 3 - Execution of Standby Equity Purchase Agreement and Promissory Note (cont.)
During
the period commencing on January 1, 2025 through June 30, 2025 , the Company sold
Note 4 - Share capital and reserves
| A. |
| June 30, 2025 | December 31, 2024 | |||||||||||||||
| Authorized | Issued and outstanding | Authorized | Issued and outstanding | |||||||||||||
| Unaudited | Audited | |||||||||||||||
| Ordinary shares, par value NIS | ||||||||||||||||
| B. | Securities purchase agreements |
On January 30, 2025,
the Company entered into securities purchase agreements with certain institutional investors of selling through a registered direct offering
an aggregate of
| C. | Increasing the Company authorized shares |
On
August 18, 2025, the general meeting of shareholders of the Company approved
to increase the authorized shares of the Company to
| D. | Rights attached to the ordinary shares |
The ordinary shares of the Company grant the holders thereof the right to participate and vote in shareholders meetings, the right to receive a dividend, as declared, the right to participate in distributions of bonus shares and the right to participate in the distribution of the assets of the Company upon liquidation.
15
SAVERONE 2014 LTD.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (CONT.)
(New Israeli Shekels in thousands, except per share and share data)
Note 4 - Share capital and reserves (cont.)
| E. | ADS Ratio Change |
| F. |
| Six months period ended June 30, 2025 | ||||
| Unaudited | ||||
| Balance as of January 1, 2025 | ||||
| Issuance of Advance Shares resulted from partial exercise of Commitment Amount under equity line and partial repayment of Promissory Notes (see Note 3 above) | ||||
| Issuance of shares as part of shelf prospectus through public offering transaction | ||||
| Exercise of restricted shares units into ordinary shares | ||||
| Balance as of June 30, 2025 | ||||
Note 5 - Loss per share
Basic and diluted net loss per ordinary share
Basic net loss per ordinary share is computed by dividing the net loss for the period applicable to ordinary shareholders, by the weighted average number of ordinary shares outstanding during the period (including shares that were fully paid under the pre-funded amount). Diluted loss per share gives effect to all potentially dilutive common shares outstanding during the period using the treasury stock method with respect to options and certain warrants and using the if-converted method with respect to certain warrants accounted for as derivative financial liability. In computing diluted loss per share, the average share price for the period is used in determining the number of shares assumed to be purchased from the exercise of options or warrants.
During the period of six months ended
June 30, 2025 and 2024, the total weighted average number of ordinary shares, par value NIS
16
SAVERONE 2014 LTD.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (CONT.)
(New Israeli Shekels in thousands, except per share and share data)
Note 5 - Loss per share (cont.)
The following table presents a summary of the loss and number of shares (including adjustments to such data) that were taken into consideration for purposes of computing the loss per share (both basic and diluted).
| Six months period ended June 30, | Year ended December 31, | |||||||||||
| 2025 | 2024 | 2024 | ||||||||||
| Unaudited | Audited | |||||||||||
| Loss attributed to the shareholders of the Company for purposes of computing the basic and diluted loss per share | ( | ) | ( | ) | ( | ) | ||||||
| Number of shares | Year ended | |||||||||||
| Six months period ended June 30, | December 31, | |||||||||||
| 2025 | 2024 | 2024 | ||||||||||
| Unaudited | Audited | |||||||||||
| Weighted number of shares used in computing basic and diluted loss per share | ||||||||||||
Note 6 - Financial risk factors
| A. | General |
The Company’s activities expose it to a variety of financial risks , market risks, credit risks and liquidity risks. During each period, the Company assesses the financial risks and makes decisions regarding them accordingly.
The condensed interim financial statements do not include all financial risk information and disclosures required in the annual financial statements; they should be read in conjunction with the Company’s annual financial statements as of December 31, 2024.
There have been no changes in the risk management policies since the year-end.
| B. | Fair value of financial instruments |
Items, the carrying value of which approximates their fair value
The Company’s financial instruments which are part of its working capital, include cash and cash equivalents, short-term bank deposits, restricted deposits, trade receivables, net other current assets, trade payables and other current liabilities. As of the reported periods, the balances of these financial instruments in the statements of financial position constitute an approximation of their fair values. In addition, the Company has a liability in respect of government grants, a liability in respect of leasing and promissory notes, net that are measured at the initial recognition date at fair value and in subsequent periods at the amortized cost using the effective interest method. Taking into consideration that there has not been a significant change in the discount rate used for recognition of the liabilities and the current discount rate, the balance constitutes an approximation of fair value.
In
addition, as of June 30, 2025, the company has a Derivative warrants liability in the amount of NIS
17
SAVERONE 2014 LTD.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS (CONT.)
(New Israeli Shekels in thousands, except per share and share data)
Note 7 - Subsequent events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements, except as disclosed below.
| A. | Partial exercise of Commitment Amount |
During
the period commencing on July 1, 2025 through the issuance date of these condensed interim financial statements, the Company sold
| B. | Increasing the Company registered shares |
On August 18, 2025, at the adjourned Annual General Meeting, the Company’s shareholders approved, among others, to increase the
Company’s registered share capital to
18
Exhibit 99.3
SaverOne Reports First Half 2025 Results
Revenues increase by 57% YoY as international expansion gains momentum
PETAH TIKVAH, Israel, Aug. 29, 2025 (GLOBE NEWSWIRE) -- SaverOne 2014 Ltd. (Nasdaq: SVRE, TASE: SVRE), a company developing and deploying transportation safety and advanced driver-assistance systems (ADAS) technologies and solutions, today presented its results for the first half ended June 30, 2025 and shared recent business updates.
Recent Highlights
| ● | SaverOne’s execution of its international expansion strategy continues to gain momentum, with a number of wins in Europe bringing an ever-increasing number of international fleets; |
| ● | 5,430 systems have been ordered by customers as of today, of which approximately 4,160 have been installed; |
| ● | Signed new sales and marketing agreement in the United States and a distribution agreement in Canada, in addition to the existing agreements covering various countries in Europe and the United States; |
| ● | Signs preliminary agreement with leading European ADAS technology provider for sensor fusion collaboration; |
Financial Highlights for the First Half of 2025
| ● | Revenues increased 57% to NIS 756 thousand (~$224 thousand), compared with NIS 483 thousand (~$143 thousand) in the first half of 2024; |
| ● | Operating expenses were NIS 17.0 million (~$5.0 million) versus NIS 15.8 million (~$4.7 million) in the first half of 2024; |
| ● | Net loss was NIS 16.1 million (~$4.7 million) versus NIS 16.3 million in the first half of 2024 (~$4.8 million); |
| ● | Cash and cash equivalents as of June 30, 2025, increased to NIS 16.0 million (~$4.7 million). |
Management Comment
Commented Mr. Ori Gilboa, CEO of SaverOne, “2025 to-date has been a solid period of growth for SaverOne, driven especially by international expansion. In particular, we are expanding our global footprint by winning new deals with the international subsidiaries of long-standing customers, in line with our global expansion strategy.”
Continued Mr. Gilboa, “Our sensor solution to detect vulnerable road users (VRUs) such as pedestrians and cyclists, built upon our RF ADAS technology is also gaining further traction. We continue to engage in discussions with OEMs and tier-one suppliers, and in June we signed a preliminary agreement with a leading European-based automotive-technology ADAS provider, integrating our VRU detection solution within their ADAS sensor fusion platform, enhancing their sensor platform with non-line-of-sight VRU detection capabilities.”
Concluded Mr. Gilboa, “Looking ahead, I am increasingly optimistic. I believe we are at a growth inflection point as we expand internationally, bringing an increasing number of fleets under the SaverOne protection umbrella.”
Recent Developments in the First Half of 2025
| ● | SaverOne Broadened its relationship with Cemex in a number of countries in Europe including Germany, Spain, Czech Republic and others. The continued expansion into new Cemex fleets demonstrates the effectiveness of SaverOne’s international expansion strategy, targeting and expanding within companies with fleets throughout the world. |
| ● | SaverOne signed an agreement with Sdot Dan Regional Council to deploy the SaverOne System in its school bus fleet. Sdot Dan joins a group of other regional councils in Israel which aim to protect the transportation of students to local schools including Emek Yizrael, Mevo’ot Hermon and Mate Asher. This represents the growing recognition of leveraging technology for increasing safety of students by preventing driver distraction. |
| ● | SaverOne signed a sales and marketing agreement with Florida-based TOJ Jax targeting major US trucking fleets marking the third distribution agreement signed in North America including other agreements signed recently in Canada with MRF Geosystems, and Motor Supply in 2024 covering 10 southern US states. This represents a further key strategic step for SaverOne’s US growth plans, providing access to major fleet customers with thousands of vehicles. |
| ● | SaverOne was granted two new US patents: these patents out of SaverOne’s full IP portfolio of 23 demonstrate SaverOne’s technological leadership in mobile device detection and classification within vehicles. The new patents are entitled “System and Method for Classifying a Mode of Operation of a Mobile Communication Device in a Volume Based on Sensor Fusion” and “System and method for managing access to software applications on a mobile communication device via a phone location unit”. |
| · | SaverOne signed a preliminary agreement with a leading European-based automotive-technology provider, dedicated to providing sensor solutions. This collaboration represents a new and important strategic step for SaverOne’s VRU detection roadmap. The collaboration will integrate SaverOne’s Vulnerable Road User (VRU) detection solution with its ADAS sensor fusion platform, introducing a non-line-of-sight VRU detection capability to this ADAS sensor fusion platform. |
| · | SaverOne’s first distributor in the United States, Motor Supply, successfully completed its first pilot project with FedEx Trucking Contractor, MDM Trucking Express of Charlotte, North Carolina, and following rigorous testing, Motor Supply is moving forward with the installation of the SaverOne system across MDM’s entire fleet of 20 trucks. |
| ● | SaverOne signed its first distribution agreement in Canada with Calgary-based MRF Geosystems Corporation. The agreement includes a six-month exclusivity period in the Alberta province, during which MRF is expected to achieve sales of at least 1,000 units. |
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Financial Summary for the First Half of 2025
Revenues increased 57% to NIS 756 thousand (~$224 thousand) in the first half of 2025 compared to NIS 483 thousand (~$143 thousand) for the first half of 2024. This increase was primarily due to the success of the Company’s efforts in penetrating global markets.
Gross profit was NIS 224 thousand (~$66 thousand), representing gross margin of 30% in the first half of 2025 compared to NIS 85 thousand (~$25 thousand), representing gross margin of 18%, in the first half of 2024.
Research and development expenses, net were NIS 9.8 million (~$2.9 million) in the first half of 2025 compared to NIS 8.9 million (~$2.6 million) in the first half of 2024.
Selling and marketing expenses were NIS 2.4 million (~$719 thousand) in the first half of 2025 compared to NIS 2.4 million (~$714 thousand) in the first half of 2024.
General and administrative expenses were NIS 4.7 million (~$1.4 million) in the first half of 2025, compared to NIS 4.5 million (~$1.3 million) in the first half of 2024.
Operating loss was NIS 16.8 million (~$5.0 million) in the first half of 2025, compared to NIS 15.7 million (~$4.6 million) in the first half of 2024. The increase was primarily as a result of somewhat increased R&D expenses and other operating expenses as the Company advances its efforts of establishing its footprint in global markets.
Net loss in the first half of 2025 was NIS 16.1 million (~$4.7 million), compared to NIS 16.3 million (~$4.8 million) for the first half of 2024.
Cash and cash equivalents and short-term bank deposits as of June 30, 2025, amounted to NIS 16.0 million (~$4.7 million), compared with NIS 13.3 million (~$4.0 million) as of December 31, 2024. The increase in the cash position was due to the Company’s securities purchase agreements with certain institutional investors and its sales of shares under this agreement.
The Company’s financial results are presented in accordance with IFRS as issued by the IASB.
*Unless otherwise noted, for the purposes of the presentation of financial data, all conversions from New Israeli Shekels (NIS) to U.S. dollars and from U.S. dollars to NIS were made at the rate of NIS 3.372 to $1.00, based on the representative exchange rate reported by the Bank of Israel on June 30, 2025.
About SaverOne’s Systems
SaverOne’s system is installed in vehicles to solve the problem of driver distraction as a result of drivers using distracting applications on their mobile phones while driving in a way that endangers their safety and the safety of their passengers. This phenomenon is considered one of the leading causes of global road accidents. According to the US National Highway Traffic Safety Administration, the annual cost of road accidents just in the United States stands at about $870 billion each year, excluding the costs of serious injury or death, with a quarter of those accidents estimated to be related to the use of the mobile phones while driving. SaverOne’s technology specifically recognizes the driver area in the vehicle. It prevents the driver from accessing distracting applications such as messaging while allowing others (navigation as an example) without user intervention or consent, creating a safer driving environment.
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SaverOne’s primary target markets include commercial and private vehicle fleets interested in reducing potential damages and significant costs, vehicle manufacturers interested in integrating safety solutions into their vehicles, and insurance and leasing companies. SaverOne initially addresses car fleets with a focus on the Israeli, European, and US markets and other markets worldwide. SaverOne believes that an increased focus on monitoring and prevention of cellular distraction systems in vehicles, driven by upcoming expected EU regulation, will likely have a dramatic positive impact on the demand for its systems in the future.
The Company’s strategy is to provide its technology to customers in the aftermarket and address OEM vehicle manufacturers to integrate the Company’s protection technologies during the vehicle manufacturing process.
About SaverOne
SaverOne is a technology company that designs, develops, and commercializes OEM and aftermarket solutions and technologies to lower the risk of and prevent vehicle accidents.
SaverOne’s initial product line is a suite of solutions that saves lives by preventing car accidents resulting from distraction from using mobile phones while driving. SaverOne is also developing a sensor system for early location and direction detection under all visibility conditions of vulnerable road users (VRU) through their cellphone footprint.
Learn more at https://saver.one/
Forward Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act and other securities laws that are subject to substantial risks and uncertainties. All statements, besides those of historical fact, contained in this press release are forward-looking. Forward-looking statements 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, intellectual property or product and its future results, operations, and financial performance and condition and 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. However, not all forward-looking statements contain these words. Forward-looking statements are based on 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 cause SaverOne’s actual activities or results to differ materially from those anticipated in such forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to: the ability of SaverOne’s technology to substantially improve the safety of drivers; SaverOne’s ability to protect its patented technology from infringement by third parties; SaverOne’s planned level of revenues and capital expenditures and its ability to continue as a going concern; SaverOne’s ability to maintain its listing on the Nasdaq Capital Market; the ability of SaverOne’s technology to substantially improve the safety of drivers; its ability to market and sell its products; its plans to continue to invest in research and development to develop technology for both existing and new products; SaverOne’s intention to advance its technologies and commercialization efforts in Europe and globally; acceptance of its 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 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; a resurgence of the COVID-19 pandemic and its impact on business and industry; as well as other risks and uncertainties, including, but not limited to, 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 21, 2025 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.
Investor Relations Contact:
Ehud Helft
+1 212 378 8040
saverone@ekgir.com
4
CONDENSED STATEMENTS OF FINANCIAL POSITION
(New Israeli Shekels in thousands)
| As of June 30, | As of December 31, | |||||||||||
| 2025 | 2024 | 2024 | ||||||||||
| Unaudited | Audited | |||||||||||
| Assets | ||||||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents | 15,993 | 11,302 | 13,298 | |||||||||
| Trade receivables, net | 1,728 | 1,290 | 1,621 | |||||||||
| Other current assets | 762 | 1,247 | 1,686 | |||||||||
| Inventory | 4,140 | 5,760 | 5,013 | |||||||||
| Total current assets | 22,623 | 19,599 | 21,618 | |||||||||
| Non-current assets | ||||||||||||
| Trade receivables, net | 735 | 871 | 804 | |||||||||
| Property and equipment, net | 192 | 211 | 229 | |||||||||
| Restricted deposits | 216 | 216 | 216 | |||||||||
| Right of usage asset, net | 761 | 1,142 | 951 | |||||||||
| Total non-current assets | 1,904 | 2,440 | 2,200 | |||||||||
| Total assets | 24,527 | 22,039 | 23,818 | |||||||||
| Current liabilities | ||||||||||||
| Current maturities of leasing liability | 469 | 469 | 469 | |||||||||
| Trade payables | 1,471 | 3,695 | 1,826 | |||||||||
| Other current liabilities | 2,598 | 2,037 | 2,991 | |||||||||
| Liability in respect of government grants | 239 | 650 | 239 | |||||||||
| Derivative warrants liability | 54 | 57 | - | |||||||||
| Promissory notes, net | 1,665 | 3,912 | 6,336 | |||||||||
| Total current liabilities | 6,496 | 10,820 | 11,861 | |||||||||
| Non-current liabilities | ||||||||||||
| Leasing liability, net current | 408 | 796 | 606 | |||||||||
| Liability in respect of government grants | 811 | 801 | 721 | |||||||||
| Total non-current liabilities | 1,219 | 1,597 | 1,327 | |||||||||
| Shareholders’ equity | ||||||||||||
| Share capital and premium | 192,051 | 150,353 | 169,949 | |||||||||
| Capital reserve in respect of share-based payment | 11,428 | 11,163 | 11,229 | |||||||||
| Accumulated deficit | (186,667 | ) | (151,894 | ) | (170,548 | ) | ||||||
| Total shareholders’ equity | 16,812 | 9,622 | 10,630 | |||||||||
| Total liabilities and shareholders’ equity | 24,527 | 22,039 | 23,818 | |||||||||
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CONDENSED STATEMENTS OF COMPREHENSIVE LOSS
(New Israeli Shekels in thousands, except per share and share data)
| Six Months Ended June 30, | Year Ended December 31, | |||||||||||
| 2025 | 2024 | 2024 | ||||||||||
| Unaudited | Audited | |||||||||||
| Revenues | 756 | 483 | 1,683 | |||||||||
| Cost of revenues | (532 | ) | (398 | ) | (1,069 | ) | ||||||
| Gross profit | 224 | 85 | 614 | |||||||||
| Research and development expenses, net | (9,840 | ) | (8,897 | ) | (19,397 | ) | ||||||
| Selling and marketing expenses, net | (2,425 | ) | (2,406 | ) | (4,796 | ) | ||||||
| General and administrative expenses | (4,742 | ) | (4,460 | ) | (9,673 | ) | ||||||
| Operating loss | (16,783 | ) | (15,678 | ) | (33,252 | ) | ||||||
| Financing expenses | (3,031 | ) | (1,242 | ) | (2,785 | ) | ||||||
| Financing income | 3,695 | 636 | 1,099 | |||||||||
| Financing income (expenses), net | 664 | (606 | ) | (1,686 | ) | |||||||
| Loss for the period | (16,119 | ) | (16,284 | ) | (34,938 | ) | ||||||
| Comprehensive loss for the period | (16,119 | ) | (16,284 | ) | (34,938 | ) | ||||||
| Loss per share attributed to shareholders of Company, par value NIS 0.01 each | ||||||||||||
| Basic and diluted loss per share: | ||||||||||||
| Basic and diluted loss per share | (0.01 | ) | (0.21 | ) | (0.30 | ) | ||||||
| Weighted average of number of shares used to calculate the basic and diluted loss per share | 1,217,701,006 | 79,171,297 | 117,908,475 | |||||||||
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CONDENSED STATEMENTS OF CASH FLOWS
(New Israeli Shekels in thousands, except per share and share data)
| Six Months Ended June 30, | Year Ended December 31, | |||||||||||
| 2025 | 2024 | 2024 | ||||||||||
| Unaudited | Audited | |||||||||||
| Cash flow from operating activity | ||||||||||||
| Comprehensive loss for the period | (16,119 | ) | (16,284 | ) | (34,938 | ) | ||||||
| Adjustments required to present cash flows from operating activities (Appendix A) | 751 | (31 | ) | 532 | ||||||||
| Net cash used in operating activities | (15,368 | ) | (16,315 | ) | (34,406 | ) | ||||||
| Cash flows from investment activity | ||||||||||||
| Change in restricted as to withdrawal | - | (5 | ) | (5 | ) | |||||||
| Purchase of property and equipment | (7 | ) | (10 | ) | (79 | ) | ||||||
| Net cash used in investment activity | (7 | ) | (15 | ) | (84 | ) | ||||||
| Cash flows from financing activity | ||||||||||||
| Proceeds received from issuance of ADSs resulted from partial exercise of Commitment Amount under equity line | 15,165 | 6,307 | 16,277 | |||||||||
| Net proceeds received from issuance of third and fourth promissory note | - | - | 10,532 | |||||||||
| Repayment of government grants | - | - | (144 | ) | ||||||||
| Net proceeds received from issuance of ADSs and warrants as part of shelf prospectus through public offering transaction | 4,900 | 4,222 | 4,222 | |||||||||
| Repayment of principal in respect of leasing liability | (235 | ) | (117 | ) | (352 | ) | ||||||
| Exercise of restricted share units into ordinary shares | (*)- | (*)- | (*)- | |||||||||
| Net cash provided by financing activity | 19,830 | 10,412 | 30,535 | |||||||||
| Change in balance of cash and cash equivalents | 4,455 | (5,918 | ) | (3,955 | ) | |||||||
| Exchange differences on cash and cash equivalents | (1,760 | ) | 108 | 141 | ||||||||
| Balance of cash and cash equivalents, beginning of period | 13,298 | 17,112 | 17,112 | |||||||||
| Balance of cash and cash equivalents, end of period | 15,993 | 11,302 | 13,298 | |||||||||
| (*) | Representing amount lower than NIS 1. |
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CONDENSED STATEMENTS OF CASH FLOWS
(New Israeli Shekels in thousands, except per share and share data)
| Six Months Ended June 30, | Year Ended December 31, | |||||||||||
| 2025 | 2024 | 2024 | ||||||||||
| Unaudited | Audited | |||||||||||
| Appendix A – Adjustments required to present cash flows from operating activities | ||||||||||||
| Income and expenses not involving cash flows | ||||||||||||
| Depreciation | 44 | 47 | 98 | |||||||||
| Amortization of right for use asset | 190 | 129 | 320 | |||||||||
| Interest expenses in respect of leasing | 37 | 50 | 95 | |||||||||
| Share-based payment to employees and service providers | 255 | 388 | 598 | |||||||||
| Revaluation of derivative warrant liability and related expenses | (3,122 | ) | (217 | ) | (274 | ) | ||||||
| Recognition of discount, interest and exchange differences expenses related to Promissory Note | 386 | 494 | 1,246 | |||||||||
| Finance expenses incurred from partial exercise of Commitment Amount under equity line | 100 | 696 | 1,318 | |||||||||
| Exchange differences on cash and cash equivalent and restricted deposits | 1,760 | (108 | ) | (141 | ) | |||||||
| Changes in liability in respect of government grants | 90 | 123 | (224 | ) | ||||||||
| (260 | ) | 1,602 | 3,036 | |||||||||
| Changes in asset and liability items | ||||||||||||
| Decrease (increase) in other current assets | 924 | 262 | (177 | ) | ||||||||
| Increase in trade receivables | (38 | ) | (56 | ) | (320 | ) | ||||||
| Decrease (increase) in inventory | 873 | (1,226 | ) | (479 | ) | |||||||
| Decrease in trade payables | (355 | ) | (608 | ) | (2,477 | ) | ||||||
| Increase (decrease) in other current liabilities | (393 | ) | (5 | ) | 949 | |||||||
| 1,011 | (1,633 | ) | (2,504 | ) | ||||||||
| 751 | (31 | ) | 532 | |||||||||
| Appendix B – Non-cash investment and financing activities | ||||||||||||
| Repayment of promissory note (principal and interest) through issuance of ADSs resulted from partial exercise of Commitment Amount under equity line | 5,057 | 3,721 | 12,581 | |||||||||
| Appendix C - Additional information pertaining to cash flows | ||||||||||||
| Interest received | 193 | - | 404 | |||||||||
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