Filed Pursuant to Rule 424(b)(3)
Registration No. 333-281034
(To Prospectus dated August 6, 2024)
Up to 187,500,000 Ordinary Shares Representing
37,500,000 American Depositary Shares
![](https://www.sec.gov/Archives/edgar/data/1894693/000121390024072981/image_001.jpg)
SaverOne 2014 Ltd.
This prospectus supplement updates, amends and
supplements the prospectus dated August 6, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms
a part of our Registration Statement on Form F-1 (Registration No. 333-281034). Capitalized terms used in this prospectus supplement and
not otherwise defined herein have the meanings specified in the Prospectus.
This prospectus supplement is being filed to update,
amend and supplement the information included in the Prospectus with the information contained in our Report on Form 6-K filed with the
Securities and Exchange Commission on August 27, 2024, set forth below.
As set forth in the Report on Form 6-K, the SaverOne
issued and released its unaudited interim condensed financial statements as of June 30, 2024, as well as its operating and financial review
as of June 30, 2024.
This prospectus supplement is not complete without
the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus
supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or
supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.
Our ordinary shares are listed on the Tel Aviv
Stock Exchange Ltd., or the TASE, under the symbol “SVRE.” The last reported sale price of our ordinary shares on the TASE
on August 26, 2024 was NIS 0.219, or $0.06, per share (based on the exchange rate reported by the Bank of Israel on that date, which
was NIS 3.666 = $1.00).
Our American Depositary Shares, or ADSs, are listed
on the Nasdaq Capital Market, or Nasdaq, under the symbol “SVRE. The last reported sale price of our ADSs on Nasdaq on August 26,
2024 was $0.235 per ADS. Each ADS represents five of our ordinary shares, par value NIS 0.01 per share.
Investing in our securities involves a high
degree of risk. See “Risk Factors” beginning on page 8 of the Prospectus and other risk factors contained in the documents
incorporated by reference therein for a discussion of information that should be considered in connection with an investment in our securities.
Neither the Securities and Exchange Commission,
the Israeli Securities Authority nor any state securities commission has approved or disapproved of these securities or determined if
the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is August
27, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of August 2024 (Report No. 2)
Commission file number: 001-41387
SaverOne 2014 Ltd.
(Translation of registrant’s name into English)
Em Hamoshavot Rd. 94
Petah Tikvah, Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F ☐
The 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
27, 2024, SaverOne 2014 Ltd. (the “Company”) announced its unaudited financial results for the 6-month period ended
June 30, 2024. The Company’s Operating and Financial Review and Results of Operations for the six months ended June 30, 2024 and
2023 are attached hereto as Exhibit 99.1; the Company’s unaudited interim condensed financial statements unaudited for the six months
ended June 30, 2024 and 2023 are attached hereto as Exhibit 99.2. On August 27, 2024, the Company issued a press release
entitled “SaverOne Reports First Half 2024 Results” furnished herewith as Exhibit 99.3.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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SaverOne 2014 Ltd. |
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Date: August 27, 2024 |
By: |
/s/ Ori Gilboa |
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Name: |
Ori Gilboa |
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Title: |
Chief Executive Officer |
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, 2024 and 2023 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, 2023 included in our annual report on Form 20-F for the year
ended December 31, 2023 (the “2023 Annual Report”) filed with the Securities and Exchange Commission (the “SEC”)
on March 25, 2024, 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 3.759 to $1.00, based on the representative exchange rate reported by the Bank of Israel
on June 30, 2024.
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:
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our planned level of revenues
and capital expenditures |
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the ability of our technology
to substantially improve the safety of drivers; |
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our ability to market and sell
our products; |
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our plans to continue to invest
in research and development to develop technology for both existing and new products; |
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our intention to advance our
technologies and commercialization efforts; |
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our intention to use local
distributors in each country or region that we will conduct business to distribute our products or technology; |
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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; |
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our expectations regarding
future changes in our cost of revenues and our operating expenses; |
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interpretations of current
laws and the passage of future laws; |
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acceptance of our business
model by investors; |
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the ability to correctly identify
and enter new markets; |
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the impact of competition and
new technologies; |
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general market, political and
economic conditions in the countries in which we operate; |
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projected capital expenditures
and liquidity; |
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our intention to retain key
employees, and our belief that we maintain good relations with all of our employees; |
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any resurgence of the COVID-19
pandemic and its impact on our business and industry; and |
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security, political and economic
instability in the Middle East that could harm our business, including due to the current war between Israel and Hamas. |
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 2023 Annual Report, in a registration statement on Form F-1 (File No. 333-281034) we filed on July
26, 2024, which was declared effective by the Securities and Exchange Commission (the “SEC”) on August 6, 2024 (the “F-1
Registration Statement”) and in other reports filed with the SEC subsequent to the 2023 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.
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 August 26, 2024, about 4,800 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 3,850 systems
purchased in commercial orders by our Generation 1.0 and Generation 2.0 customers) and about 3,750 of these systems have been installed.
The second-generation DDPS product, which was
released in the fourth quarter of 2022, replaced Generation 1.0, which we phased out in the first quarter of 2023. This Generation 2.0
is intended for the global automobile market. It includes significant improvements to our Generation 1.0 solution for maximal performance,
compatibility with automobiles and cellular networks, market penetration and profitability. We are targeting the global aftermarket automobile
market starting with the U.S. and Europe.
With respect to our DDPS OEM solution, we plan
to integrate it into the vehicle manufacturing process, to be offered directly to customers by the vehicle manufacturer as part of the
vehicle. We are currently working with one of the leading global OEMs in order to have the SaverOne technology integrated into vehicles
during the manufacturing process. The OEM solution is in the early stage of development, and we expect to launch it during the last quarter
in 2024. 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.
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 33.8 million (approximately $9.3 million),
NIS 25 million (approximately $7.1 million) and NIS 26.5 million (approximately $7.5 million) for the years ended December 31, 2023, 2022
and 2021, respectively. As of December 31, 2023, we had an accumulated deficit of NIS 135.6 million (approximately $37.4 million). As
of June 30, 2024, we had an accumulated deficit of NIS 151,894 and it had a comprehensive loss of NIS 16,284 for the period of six months
ended June 30, 2024.
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 in the Prospectus) 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, 2024 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 Developments
SEPA
On June 5, 2023, the Company entered into a Standby
Equity Purchase Agreement, or the SEPA, with YA II PN, LTD, a Cayman Islands exempt limited partnership (“Yorkville”),
pursuant to which the Company has the right to sell to Yorkville from time to time up to $10,000 thousand (the “Commitment Amount”)
of the Company’s American Depository Shares (“ADS”), during 48-months, at a price equal to 95% of the lowest of
the 3 daily VWAPs (VWAP” means, for any trading day, the daily volume weighted average price of our ADSs for such trading day on
the Nasdaq Stock Market during regular trading hours as reported by Bloomberg L.P.).
Upon the execution of the SEPA, Yorkville, advanced to the Company
$2,000 thousand (approximately NIS 7,170 thousand) of the Commitment Amount (the “Promissory Note”). The Promissory Note was
issued with a 3% original issue discount, to be repaid in 10 monthly installments beginning on the 60th day following the date of the
Promissory Note’s execution either in cash or the proceeds of an advance, with a maturity date of 12 months from the date of the
issuance, and bearing an annual 8% interest rate.
On December 11, 2023, the Company and Yorkville
entered into a first amendment to the SEPA pursuant to which Yorkville, upon the Company’s request, agreed to advance to the Company
$1,000 thousand (approximately NIS 3,708 before issuance costs of approximately NIS 111) of the Commitment Amount, which is evidenced
by the Second Promissory Note. The Second Promissory Note accrues interest at a rate of 8%, was issued with a 3% original issue discount
and will be repaid in 5 equal monthly installments beginning on the 150th day following the execution date of the Second Promissory Note.
The Second Promissory Note may be repaid with the proceeds of an Advance under the SEPA or repaid in cash.
On March 25, 2024, the Company entered into a
second amendment to the SEPA under which the Commitment Amount was increased from original amount of $10,000 thousand to an updated amount
of $15,000 thousand.
On May 8, 2024 the parties agreed that the Maturity
Date in respect of the Second Promissory Note shall be extended to July 8, 2024.
SEPA II
On July 16, 2024, the Company entered into a
Standby Equity Purchase Agreement (the “SEPA II”) with Yorkville. Pursuant to the SEPA II, subject to the terms and
conditions set forth therein, 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 for an aggregate subscription amount of up to
$15 million (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 written notice to Yorkville (each, an “Advance
Notice”). Without Yorkville’s consent, the Company does not have the right to require Yorkville to subscribe for any ADSs
if a balance remains outstanding under the promissory notes issued to Yorkville, unless an Amortization Event (as defined in SEPA II)
has occurred and the proceeds of any Advance is applied towards repayment of a balance under those promissory notes.
Yorkville agreed to advance 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. The first Pre-Paid Advance in a principal amount of $1,000,000 was
advanced on July 17, 2024, the second Pre-Paid Advance in a principal amount of $1,000,000 was advanced on July 26, 2024, the date
of filing of the F-1 Registration Statement, and the third Pre-Paid Advance in a principal amount of $1,000,000 was advanced on
August 8, 2024, on the second trading day after the effectiveness of the initial Registration Statement. Each Pre-Paid Advance
was subject to a 3% discount of the principal amount of the Pre-Paid Advance.
Principal, interest and any other payments due
under the Promissory Notes shall be paid in cash on January 16, 2026 (the “Maturity Date”), unless converted by Yorkville
or redeemed by the Company. Except as specifically permitted by the terms of the Promissory Notes, the Company may not prepay or redeem
any portion of the outstanding principal and accrued and unpaid interest thereunder. Subject to the terms set forth in the Promissory
Notes, at any time on or after the issuance date, Yorkville shall be entitled to convert any portion of the outstanding principal of
the Promissory Notes plus accrued and unpaid interest on such outstanding principal of the Promissory Notes (such amount, the “Conversion
Amount”) into ADSs at the Conversion Price. The number of ADSs issuable upon conversion of the Conversion Amount will be determined
by dividing (x) such Conversion Amount by (y) the lower of (i) $0.5284 per ADS, or (ii) 95% of the lowest daily VWAP during
the 5 consecutive trading days immediately preceding the Conversion Date or other date of determination (the “Conversion Price”),
but not lower than $0.0868 per ADS Share (the “Floor Price”). The Conversion Price may be adjusted from time to time pursuant
to the terms and conditions of the Promissory Notes.
The SEPA II does not require Yorkville to subscribe
for or acquire any ADSs or Ordinary Shares if those Ordinary Shares, when aggregated with all other ADSs or Ordinary Shares acquired
by Yorkville under the SEPA II, would result in Yorkville beneficially owning more than 9.99% of the then outstanding ADSs or Ordinary
Shares.
The Company has the option to redeem a portion
or all amounts outstanding under the Promissory Notes, provided that the Company provides Yorkville with prior written notice of its
desire to do so. Each redemption will be irrevocable. In addition to the amount of the outstanding principal and all accrued and unpaid
interest on such principal amount, the Company has to pay a 10% premium.
We have the right to terminate SEPA II effective
upon five (5) trading days’ prior written notice to Yorkville; provided that (i) there are no outstanding Advance Notices under
which Shares have yet to be issued, (ii) there is not an outstanding Promissory Note, and (iii) the Company has paid all amounts owed
to Yorkville pursuant to SEPA II. In addition, SEPA II may be terminated at any time by the mutual written consent of the parties, effective
as of the date of such mutual written consent unless otherwise provided in such written consent. Unless terminated earlier, SEPA II will
terminate automatically on the earliest to occur of: (i) the 36-month anniversary of the Effective Date, provided that if
the Promissory Note is then outstanding, such termination shall be delayed until such date that the Promissory Note that was outstanding
has been repaid, or (ii) the date on which the Investor shall have made payment of Advances pursuant to this Agreement for ADSs equal
to the Commitment Amount.
On
July 26, 2024, we filed the F-1 Registration Statement, registering for resale by Yorkville 187,500,000 Ordinary Shares representing
37,500,000 ADSs that we have issued or may issue to Yorkville from time to time during the Commitment Period, subject to the restrictions
and satisfaction of the conditions in the SEPA, through sales under the SEPA. On August 6, 2024, the SEC declared the F-1 Registration
Statement effective. Following effectiveness of such Registration Statement, we and Yorkville intend to utilize SEPA II as the ongoing
funding mechanism in lieu of SEPA I.
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, 2024 and 2023
Below is a summary of our unaudited results of
operations for the periods indicated:
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Six Months Ended June 30, | | |
Six Months Ended June 30, | |
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2024 | | |
2023 | |
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NIS thousands | | |
NIS thousands | |
Revenues | |
| 483 | | |
| 1,475 | |
Cost of revenues | |
| (398 | ) | |
| (1,008 | ) |
Gross Profit | |
| 85 | | |
| 467 | |
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Operating expenses: | |
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Research and development expenses, net | |
| (8,897 | ) | |
| (12,188 | ) |
Selling and marketing expenses | |
| (2,406 | ) | |
| (1,449 | ) |
General and administrative expenses | |
| (4,460 | ) | |
| (4,468 | ) |
Loss from operations | |
| (15,678 | ) | |
| (17,638 | ) |
Finance expense | |
| (1,242 | ) | |
| (800 | ) |
Finance income | |
| 636 | | |
| 685 | |
Finance income (expense), net | |
| (606 | ) | |
| (115 | ) |
Net loss | |
| (16,284 | ) | |
| (17,753 | ) |
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 in the six months ended June 30, 2024
decreased to NIS 483 thousand (~$129 thousand) from NIS 1.5 million (~$395 thousand) for the same period in 2023. This decrease was mainly
due to the longer decision-making processes by current and prospective customers in the home market of Israel.
Our cost of revenues decreased from NIS 1 million
(~$266 thousand) in the six months ended June 30, 2023 to NIS 398 thousand (~$106 thousand) in the same period of 2024. This decrease
was mainly the result of a decrease in the number of installations made in 2024.
Operating Expenses
We reduced our operating expenses to NIS 15.8
million ($4.2 million) in the six months ended June 30, 2024, compared to NIS 18.1 million ($4.9 million) in the first half of 2023.
Research and Development Expenses (R&D)
We have invested almost all of our efforts and
financial resources in the research and development of our SaverOne system which is still in development. 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:
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employee-related expenses, such as salaries and share-based
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expenses relating to outsourced and contracted services,
such as consulting, research and advisory services; |
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supply and development costs; |
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costs associated with regulatory compliance. |
Our research and development expenses in the
six months ended June 30, 2024 were NIS 8.9 million (~$2.4 million) compared to NIS 12.2 million (~$3.3 million) in the first half of
2023. This decrease is primarily attributable to our efforts to streamline and optimize our research and development expenses.
Selling and Marketing Expenses
Selling and marketing expenses in 2023 and the
first half of 2024 consisted primarily of our sales department costs. In the six months ended June 30, 2024, our selling and marketing
expenses were NIS 2.4 million (~$640 thousand), compared to NIS 1.4 million (~$385 thousand) for the same period in 2023. The increase
is attributable mainly to higher marketing expenses in light of the efforts of achieving a footprint in the global markets.
General and Administrative Expenses
General and administrative expenses consist primarily
of personnel costs, including share-based compensation related to directors and employees, facility costs, patent application 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.
General
and administrative expenses in the six months ended June 30, 2024 were NIS 4.5 million (~$1.2 million), the same amount of general and
administrative expenses the Company had in the first half of 2023.
Net Loss and Operating Loss
As a result of the foregoing, our net loss was
reduced from NIS 17.8 million (~$4.8 million) in the six months ended June 30, 2023 to NIS 16.3 million (~$4.4 million) in the six months
ended June 30, 2024; and our operating loss decreased from NIS 17.6 million (~$4.7 million) in the first half of 2023 to NIS 15.7 million
(~$4.2 million) in the first half of 2024, primarily as a result of efforts taken by the company to reduce expenses and ongoing cash
burn.
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, 2023 and 2022, we identified control deficiencies in our financial reporting process that constitute
a material weakness for the years ended December 31, 2023 and 2022. The material weakness related to lack of sufficient internal accounting
personnel, insufficient segregation of duties, and lack of sufficient internal controls (including IT general controls, entity level controls
and transaction level controls).
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.
We expect to take a number of measures to address
the internal control deficiencies that have been identified including expanding our existing accounting and financial reporting personnel,
establishing effective monitoring and oversight controls and engaging an external consulting firm to assist us with assessment of Sarbanes-Oxley
compliance requirements and improvement of overall internal controls. 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. However, we cannot assure you that these measures may fully address
the material weaknesses 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, 2023.
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.
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, 2024. 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, 2023 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, 2024, we had cash on hand and
cash equivalents and short-term bank deposits in the amount of NIS 11.3 million (~$3.0 million), compared to NIS 14.7 million in the
same period of 2023, and compared to NIS 17.1 million (~$4.8 million) as of December 31, 2023.
The table below shows a summary of our cashflows
for the periods indicated:
| |
Six Months Ended June 30, 2024 | | |
Six Months Ended June 30, 2023 | |
| |
NIS thousands | |
Net cash used in operating activities | |
| (16,315 | ) | |
| (17,967 | ) |
Net cash provided by (used in) investing activities | |
| (15 | ) | |
| 6,185 | |
Net cash provided by financing activities | |
| 10,412 | | |
| 7,124 | |
Net increase (decrease) in cash and cash equivalents | |
| (5,918 | ) | |
| (4,658 | ) |
Six Months Ended June 30, 2024 Compared
to Six Months Ended June 30, 2023
Net cash used in operating activities
Net cash used in operating activities decreased
by NIS 1,652 thousand (~ $439 thousand), or 9%, to NIS 16,315 thousand (~ $4,340 thousand) for the six months ended June 30, 2024 compared
to approximately NIS 17,967 thousand (~ $4,779 thousand) for the six months ended June 30, 2023. This decrease was mainly attributable
to lower net loss, as a result from the Company’s efforts to reduce operational expenses.
Net cash used in investing activities
Net cash used in investing
activities for the six months ended June 30, 2024 was NIS 15 thousand (~ $4 thousand), compared to net cash provided by investing activities
for the six months ended June 30, 2023 totaled NIS 6,185 thousand (~ $1,645 thousand). This change was mainly due to higher cash allocation
to investments in bank deposits in the corresponding period last year.
Net cash provided by financing activities
Net cash provided by financing
activities for the six months ended June 30, 2024 was NIS 10,412 thousand (~ $2,770 thousand), compared to net cash provided by financing
activities for the six months ended June 30, 2023 totaled NIS 7,124 thousand (~$1,895). This increase was mainly due to higher funds
raised in the current period compared to the corresponding period last year.
Exhibit
99.2
SAVERONE
2014 LTD.
CONDENSED
INTERIM FINANCIAL STATEMENTS
AS
OF JUNE 30, 2024
SAVERONE
2014 LTD.
CONDENSED
INTERIM FINANCIAL STATEMENTS
AS
OF JUNE 30, 2024
INDEX
TO CONDENSED INTERIM FINANCIAL STATEMENTS
SAVERONE 2014 LTD.
CONDENSED STATEMENTS OF FINANCIAL POSITION
(New Israeli Shekels in thousands)
| |
As of
June 30, | | |
As of
December 31, | |
| |
2024 | | |
2023 | | |
2023 | |
| |
Unaudited | | |
Audited | |
Assets | |
| | |
| | |
| |
Current assets | |
| | | |
| | | |
| | |
Cash and cash equivalents | |
| 11,302 | | |
| 14,773 | | |
| 17,112 | |
Short-term bank deposits | |
| - | | |
| 3,805 | | |
| - | |
Trade receivables, net | |
| 1,290 | | |
| 1,860 | | |
| 1,054 | |
Other current assets | |
| 1,247 | | |
| 921 | | |
| 1,509 | |
Inventory | |
| 5,760 | | |
| 3,451 | | |
| 4,534 | |
Total current assets | |
| 19,599 | | |
| 24,810 | | |
| 24,209 | |
| |
| | | |
| | | |
| | |
Non-current assets | |
| | | |
| | | |
| | |
Trade receivables, net | |
| 871 | | |
| - | | |
| 1,051 | |
Property and equipment, net | |
| 211 | | |
| 252 | | |
| 248 | |
Restricted deposits | |
| 216 | | |
| 206 | | |
| 211 | |
Right of use asset, net | |
| 1,142 | | |
| 354 | | |
| 1,271 | |
Total non-current assets | |
| 2,440 | | |
| 812 | | |
| 2,781 | |
| |
| | | |
| | | |
| | |
Total assets | |
| 22,039 | | |
| 25,622 | | |
| 26,990 | |
| |
| | | |
| | | |
| | |
Current liabilities | |
| | | |
| | | |
| | |
Promissory note, net | |
| 3,912 | | |
| 7,097 | | |
| 7,139 | |
Current maturities of leasing liabilities | |
| 469 | | |
| 429 | | |
| 352 | |
Trade payables | |
| 3,695 | | |
| 2,896 | | |
| 4,303 | |
Other current liabilities | |
| 2,037 | | |
| 2,456 | | |
| 2,042 | |
Derivative warrants liability | |
| 57 | | |
| 1,819 | | |
| 274 | |
Liability in respect of government grants | |
| 650 | | |
| 401 | | |
| 694 | |
Total current liabilities | |
| 10,820 | | |
| 15,098 | | |
| 14,804 | |
| |
| | | |
| | | |
| | |
Non-current liabilities | |
| | | |
| | | |
| | |
Liability in respect of government grants | |
| 801 | | |
| 970 | | |
| 634 | |
Leasing liability, net current | |
| 796 | | |
| - | | |
| 980 | |
Total non-current liabilities | |
| 1,597 | | |
| 970 | | |
| 1,614 | |
| |
| | | |
| | | |
| | |
Shareholders’ equity | |
| | | |
| | | |
| | |
Share capital and premium | |
| 150,353 | | |
| 118,559 | | |
| 135,243 | |
Capital reserve in respect of share-based payment | |
| 11,163 | | |
| 10,523 | | |
| 10,939 | |
Accumulated deficit | |
| (151,894 | ) | |
| (119,528 | ) | |
| (135,610 | ) |
Total shareholders’ equity | |
| 9,622 | | |
| 9,554 | | |
| 10,572 | |
| |
| | | |
| | | |
| | |
Total liabilities and shareholders’ equity | |
| 22,039 | | |
| 25,622 | | |
| 26,990 | |
The accompanying notes are an integral of to
these financial statements.
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, | |
| |
2024 | | |
2023 | | |
2023 | |
| |
Unaudited | | |
Audited | |
| |
| | |
| | |
| |
Revenues | |
| 483 | | |
| 1,475 | | |
| 2,720 | |
Cost of revenues | |
| (398 | ) | |
| (1,008 | ) | |
| (1,968 | ) |
Gross profit | |
| 85 | | |
| 467 | | |
| 752 | |
| |
| | | |
| | | |
| | |
Research and development expenses, net | |
| (8,897 | ) | |
| (12,188 | ) | |
| (22,861 | ) |
Selling and marketing expenses | |
| (2,406 | ) | |
| (1,449 | ) | |
| (3,787 | ) |
General and administrative expenses | |
| (4,460 | ) | |
| (4,468 | ) | |
| (8,327 | ) |
Operating loss | |
| (15,678 | ) | |
| (17,638 | ) | |
| (34,223 | ) |
| |
| | | |
| | | |
| | |
Financing expenses | |
| (1,242 | ) | |
| (800 | ) | |
| (1,219 | ) |
Financing income | |
| 636 | | |
| 685 | | |
| 1,607 | |
Financing income (expenses), net | |
| (606 | ) | |
| (115 | ) | |
| 388 | |
| |
| | | |
| | | |
| | |
Loss for the period | |
| (16,284 | ) | |
| (17,753 | ) | |
| (33,835 | ) |
Comprehensive loss for the period | |
| (16,284 | ) | |
| (17,753 | ) | |
| (33,835 | ) |
| |
| | | |
| | | |
| | |
Basic and diluted loss per share | |
| (0.21 | ) | |
| (0.64 | ) | |
| (1.08 | ) |
Weighted average of number of shares used to calculate the basic and diluted loss per share | |
| 79,171,297 | | |
| 27,839,012 | | |
| 31,380,359 | |
The accompanying notes are an integral of to
these financial statements.
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, 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) | |
| 135,243 | | |
| 10,939 | | |
| (135,610 | ) | |
| 10,572 | |
Share-based payment | |
| - | | |
| 388 | | |
| - | | |
| 388 | |
Issuance of ADS resulted from partial exercise of Commitment Amount under equity line | |
| 6,812 | | |
| - | | |
| - | | |
| 6,812 | |
Repayment of promissory note through issuance of ADSs resulted from partial exercise of Commitment Amount under equity line | |
| 3,912 | | |
| - | | |
| - | | |
| 3,912 | |
Net proceeds received from issuance of ADSs as part of shelf prospectus through public offering transaction | |
| 4,222 | | |
| - | | |
| - | | |
| 4,222 | |
Exercise of restricted share units into ordinary shares | |
| 164 | | |
| (164 | ) | |
| - | | |
| - | |
Comprehensive loss for the period | |
| - | | |
| - | | |
| (16,284 | ) | |
| (16,284 | ) |
Balance as of June 30, 2024 (unaudited) | |
| 150,353 | | |
| 11,163 | | |
| (151,894 | ) | |
| 9,622 | |
For
the six-month period ended June 30, 2023
| |
Share
capital and
premium | | |
Capital
reserve in
respect of
share-based
payment | | |
Accumulated
deficit | | |
Total
shareholders’
equity | |
Balance as of January 1, 2023 (audited) | |
| 118,284 | | |
| 10,045 | | |
| (101,775 | ) | |
| 26,554 | |
Share-based payment | |
| - | | |
| 478 | | |
| - | | |
| 478 | |
Net amount allocated to ADS issued as Commitment Shares in transaction of equity line | |
| 87 | | |
| - | | |
| - | | |
| 87 | |
Issuance of ADS resulted from partial exercise of Commitment Amount under equity line | |
| 188 | | |
| - | | |
| - | | |
| 188 | |
Comprehensive loss for the period | |
| - | | |
| - | | |
| (17,753 | ) | |
| (17,753 | ) |
Balance as of June 30, 2023 (unaudited) | |
| 118,559 | | |
| 10,523 | | |
| (119,528 | ) | |
| 9,554 | |
The accompanying notes are an integral of to
these financial statements.
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, 2023
| |
Share
capital and
premium | | |
Capital
reserve in
respect of
share-based
payment | | |
Accumulated
deficit | | |
Total
shareholders’
equity | |
Balance as of January 1, 2023 (audited) | |
| 118,284 | | |
| 10,045 | | |
| (101,775 | ) | |
| 26,554 | |
Share-based payment | |
| - | | |
| 978 | | |
| - | | |
| 978 | |
Net proceeds allocated to ADSs issued as Commitment Shares in transaction of equity line | |
| 87 | | |
| - | | |
| - | | |
| 87 | |
Issuance of ADSs resulted from partial exercise of Commitment Amount under equity line | |
| 9,670 | | |
| - | | |
| - | | |
| 9,670 | |
Repayment of promissory note through issuance of ADSs resulted from partial exercise of Commitment Amount under equity line | |
| 3,433 | | |
| - | | |
| - | | |
| 3,433 | |
Net proceeds received from issuance of ADSs as part of shelf prospectus through public offering transaction | |
| 3,685 | | |
| - | | |
| - | | |
| 3,685 | |
Exercise of restricted share units into ordinary shares | |
| 84 | | |
| (84 | ) | |
| - | | |
| - | |
Comprehensive loss for the year | |
| - | | |
| - | | |
| (33,835 | ) | |
| (33,835 | ) |
Balance as of December 31, 2023 (audited) | |
| 135,243 | | |
| 10,939 | | |
| (135,610 | ) | |
| 10,572 | |
The accompanying notes are an integral of to
these financial statements.
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, | |
| |
2024 | | |
2023 | | |
2023 | |
| |
Unaudited | | |
Audited | |
| |
| | |
| | |
| |
Cash flow from operating activity | |
| | |
| | |
| |
Comprehensive loss for the period | |
| (16,284 | ) | |
| (17,753 | ) | |
| (33,835 | ) |
Adjustments required to present cash flows from operating activities (Appendix A) | |
| (31 | ) | |
| (214 | ) | |
| (1,185 | ) |
Net cash used in operating activities | |
| (16,315 | ) | |
| (17,967 | ) | |
| (35,020 | ) |
| |
| | | |
| | | |
| | |
Cash flows from investment activity | |
| | | |
| | | |
| | |
Change in restricted deposits | |
| (5 | ) | |
| (5 | ) | |
| - | |
Changes in short-term deposits | |
| - | | |
| 6,265 | | |
| 10,070 | |
Purchase of property and equipment | |
| (10 | ) | |
| (75 | ) | |
| (128 | ) |
Net cash provided by (used in) investment activity | |
| (15 | ) | |
| 6,185 | | |
| 9,942 | |
| |
| | | |
| | | |
| | |
Cash flows from financing activity | |
| | | |
| | | |
| | |
Net proceeds received from issuance of unit includes put options, promissory note and ADS as Commitment Shares in transaction of equity line granted | |
| - | | |
| 7,170 | | |
| 7,170 | |
Proceeds received from issuance of ADSs resulted from partial exercise of Commitment Amount under equity line | |
| 6,307 | | |
| 188 | | |
| 9,259 | |
Repayment of first promissory note (principal and interest) | |
| - | | |
| - | | |
| (754 | ) |
Net proceeds received from issuance of second promissory note | |
| - | | |
| - | | |
| 3,597 | |
Net proceeds received from issuance of ADSs as part of shelf prospectus through public offering transaction | |
| 4,222 | | |
| - | | |
| 3,685 | |
Repayment of principal in respect of lease liability | |
| (117 | ) | |
| (234 | ) | |
| (467 | ) |
Net cash provided by financing activity | |
| 10,412 | | |
| 7,124 | | |
| 22,490 | |
| |
| | | |
| | | |
| | |
Change in balance of cash and cash equivalents | |
| (5,918 | ) | |
| (4,658 | ) | |
| (2,588 | ) |
| |
| | | |
| | | |
| | |
Exchange differences on cash and cash equivalents | |
| 108 | | |
| 191 | | |
| 460 | |
| |
| | | |
| | | |
| | |
Balance of cash and cash equivalents, beginning of period | |
| 17,112 | | |
| 19,240 | | |
| 19,240 | |
| |
| | | |
| | | |
| | |
Balance of cash and cash equivalents, end of period | |
| 11,302 | | |
| 14,773 | | |
| 17,112 | |
The accompanying notes are an integral of to
these financial statements.
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, | |
| |
2024 | | |
2023 | | |
2023 | |
| |
Unaudited | | |
Audited | |
| |
| | |
| | |
| |
Appendix A – Adjustments required to present cash flows from operating activities | |
| | |
| | |
| |
Income and expenses not involving cash flows | |
| | |
| | |
| |
Depreciation | |
| 47 | | |
| 41 | | |
| 98 | |
Amortization of right for use asset | |
| 129 | | |
| 213 | | |
| 425 | |
Interest expenses related to leasing liabilities | |
| 50 | | |
| 15 | | |
| 22 | |
Share-based payment | |
| 388 | | |
| 478 | | |
| 978 | |
Revaluation of derivative warrant liability | |
| (217 | ) | |
| 668 | | |
| (877 | ) |
Recognition of discount, interest and exchange differences expenses related to Promissory Note | |
| 494 | | |
| 14 | | |
| 526 | |
Finance expenses incurred from partial exercise of Commitment Amount under equity line | |
| 696 | | |
| - | | |
| 531 | |
Exchange differences on cash and cash equivalent | |
| (108 | ) | |
| (191 | ) | |
| (470 | ) |
Changes in liability in respect of government grants | |
| 123 | | |
| 117 | | |
| 74 | |
| |
| 1,602 | | |
| 1,355 | | |
| 1,307 | |
| |
| | | |
| | | |
| | |
Changes in asset and liability items | |
| | | |
| | | |
| | |
Decrease (increase) in other current assets | |
| 262 | | |
| 95 | | |
| (493 | ) |
Increase in trade receivables | |
| (56 | ) | |
| (763 | ) | |
| (1,008 | ) |
Increase in inventory | |
| (1,226 | ) | |
| (1,425 | ) | |
| (2,508 | ) |
Increase (decrease) in trade payables | |
| (608 | ) | |
| 940 | | |
| 2,347 | |
Increase in other current liabilities | |
| (5 | ) | |
| (416 | ) | |
| (830 | ) |
| |
| (1,633 | ) | |
| (1,569 | ) | |
| (2,492 | ) |
| |
| | | |
| | | |
| | |
| |
| (31 | ) | |
| (214 | ) | |
| (1,185 | ) |
| |
| | | |
| | | |
| | |
Appendix B – Non-cash investment and financing activities | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Recognition of right for usage asset against a leasing liability | |
| - | | |
| - | | |
| 1,129 | |
Repayment of first promissory note (principal and interest) through issuance of ADSs resulted from partial exercise of Commitment Amount under equity line | |
| 3,721 | | |
| - | | |
| 3,313 | |
The accompanying notes are an integral of to
these financial statements.
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 one operating segment, i.e., development of the
technology necessary to create a life-saving system that prevents certain uses of cell phones while driving (the “Saverone System”).
| 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, 2024, the Company reported losses and a negative cash flow from current operating activity.
As of June 30, 2024, the Company has an accumulated deficit of NIS 151,894 and it had a comprehensive loss of NIS 16,284 for the period
of six months ended June 30, 2024.
On
June 5, 2023, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, LTD., a Cayman
Islands exempt limited partnership (“Yorkville”), under which the Company has the right to sell to Yorkville from time to
time up to $10,000 thousand (the “Commitment Amount”) of the Company’s American Depository Shares (“ADS”), during
a limited period of 48-months, at a price equal to 95% of the lowest of the 3 daily VWAPs (as defined in the SEPA) during a three consecutive
trading day period upon delivery of a notice to Yorkville. Upon execution of the SEPA, Yorkville advanced to the Company, an amount
of $2,000 thousand out of the Commitment Amount in form of promissory note which accrues annual interest at a rate of 8% and will be
mature on the 12-months anniversary of execution based on payments schedule either in cash or by issuance of advance shares.
On
December 11, 2023, the Company and Yorkville entered into a first amendment to the SEPA pursuant to which Yorkville, upon the Company’s
request, agreed to advance to the Company $1,000 thousand of the Commitment Amount in the form of a promissory note equal to $1,000 thousand
(the “Second Promissory Note”) with substantially the same terms as the First Promissory Note. Based on amendment from May
8, 2024 ,the second Promissory Note was scheduled to be repaid in 5 equal monthly installments beginning July 8, 2024.
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 1,667,667 ADSs for total gross proceeds of
$1,000 thousand (approximately NIS 3,685), at an offering price of $0.60 per ADS.
In
March 2024, the Company entered into second amendment to the SEPA, which is unconditional committed arrangement to raise additional capital,
under which the Commitment Amount was increased to $15,000 thousand.
On
June 25, 2024, the Company entered into a securities purchase agreement pursuant to which the Company agreed to sell and issue to two
institutional investors through a registered direct offering 2,511,111 ADSs for total gross proceeds of $1,130 thousand (approximately
NIS 4,222), at an offering price of $0.45 per ADS.
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.) |
During
the six months ended on June 30, 2024, the Company sold 3,475,000 advance shares representing 17,375,000 ordinary shares to Yorkville
for a total of $2,745 (approximately NIS 10,724 thousand) out of the Commitment Amount under SEPA, of which NIS 6,812 through
partial exercise of commitment amount under equity line and NIS 3,912 as partial repayment of Promissory Note.
In addition as described in Note 8, on July 16, 2024 the Company entered
into a new Standby Equity Purchase Agreement (the “SEPA”) with Yorkville, under which the Company has the right to sell to
Yorkville from time to time up to $15,000 thousand (the “Commitment Amount”) of the Company’s ADS, during a limited
period of 36-months following the execution of the SEPA. Under the SEPA, Yorkville shall advance to the Company a principal amount of
$3,000,000 (the “Pre-Paid Advance”), which shall be evidenced by convertible promissory notes (the “Promissory Notes”),
which are convertible into Company’s ADSs. The Pre-Paid Advance were subject to certain terms including the filing of F-1 Registration
Statement and effectiveness of the F-1 Registration Statement which was declared effective by the SEC on August 6, 2024. See Notes 3 and
8 below.
The
Company plans to finance its operations through sale of equity (including using SEPA as described above) and through increasing its revenues
from product sales. 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 |
On
October 7, 2023, the State of Israel was attacked by the Hamas terrorist organization, and as a result, the State of Israel declared
a state of war and a large-scale mobilization of reserves (the “War”), which is an exceptional event with security and economic
implications, the scope and outcome of which cannot be predicted. Following the War, the State of Israel is taking significant steps
to maintain the security of Israeli residents, which has had a significant impact on economic and business activity in the country.
The
management regularly monitors developments and acts in accordance with the guidelines of the various authorities. Since this is an event
beyond the Company’s control and characterized by uncertainty, inter alia as to when the War will end, as of the interim financial statements’
approval date, the Company is unable to predict the intensity of the War impact on the Company’s financial condition and its operations
results.
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
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 elsewhere in the Company’s annual report on Form 20-F for the fiscal year ended December
31, 2023, which was filed with the Securities and Exchange Commission (“SEC”) on March 25, 2024. 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, 2024 are not necessarily indicative of the results to be expected for the year ending December
31, 2024 or for any other interim period or for any future period.
| 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 2023.
| 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 2024 |
Amendments
to IAS 1, Presentation of Financial Statements: Classification of Liabilities as Current or Non-Current
In
January 2020, the IASB issued amendments to IAS 1 to specify the requirements for classifying liabilities as current or non-current.
The amendments clarify:
The
amendments replace certain requirements for classifying liabilities as current or non-current. According to the amendments, a liability
will be classified as non-current when the entity has the right to defer settlement for at least 12 months after the reporting period,
and it “has substance” and is in existence at the end of the reporting period, this instead of the requirement that there
be an “unconditional” right. According to the amendments, a right is in existence at the reporting date only if the entity
complies with conditions for deferring settlement at that date. Furthermore, the amendments clarify that the conversion option of a liability
will affect its classification as current or non-current, unless when the conversion option is recognized as equity.
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.)
| D. | New
Standards adopted at 1 January 2024 (cont.) |
Amendments
to IAS 1, Presentation of Financial Statements: Classification of Liabilities as Current or Non-Current (cont.)
The
amendments are effective for reporting periods beginning on or after January 1, 2024 with earlier application being permitted. The amendments
are applicable retroactively, including an amendment to comparative data.
The
implementation of the amendments did not have a material impact on the classification of liabilities in the statements of the Company’s
financial position.
There
are no other accounting pronouncements which have become effective from 1 January 2024 that have a significant impact on the Company’s
interim condensed consolidated financial statements.
| E. | New
Standards adopted 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.
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.
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
As
further described in Note 13C4 to the Company’s annual financial statements for the year ended December 31, 2023 on June 5, 2023, the
Company entered into a Standby Equity Purchase Agreement (the “Purchase Agreement” or “SEPA”) with YA II
PN, LTD., a Cayman Islands exempt limited partnership (“Yorkville”), under which the Company has the right, but not the obligation,
to sell to Yorkville from time to time (each such occurrence, an “Advance”) up to $10,000 thousand (the “Commitment
Amount”) of the Company’s ADS, each ADS representing five of the Company’s ordinary shares, NIS 0.01 par value.
Upon
the execution of the Purchase Agreement, Yorkville, advanced to the Company $2,000 thousand (approximately NIS 7,170) of the Commitment
Amount (the “Promissory Note”). The Promissory Note will mature on the 12-months anniversary of execution. The Promissory
Note also accrues interest at a rate of 8%, and was issued with a 3% original issue discount, and will be repaid in 10 monthly installments
beginning on the 60th day following the date of the Promissory Note’s execution either in cash or by submitting an advance
shares.
On
December 11, 2023, the Company and Yorkville entered into a first amendment to the SEPA pursuant to which Yorkville, upon the Company’s
request, agreed to advance to the Company $1,000 thousand (approximately NIS 3,708 before issuance costs of approximately NIS 111)
of the Commitment Amount, which is evidenced by the Second Promissory Note. The Second Promissory Note accrues interest at a rate of 8%,
was issued with a 3% original issue discount and will be repaid in 5 equal monthly installments beginning on the 150th day following
the execution date of the Second Promissory Note. The Second Promissory Note may be repaid with the proceeds of an Advance under the
SEPA or repaid in cash.
On
March 25, 2024, the Company entered into a second amendment to the SEPA under which the Commitment Amount was increased from original
amount of $10,000 thousand to an updated amount of $15,000 thousand.
On
May 8, 2024 the parties agreed that the Maturity Date in respect of the Second Promissory Note shall be extended to July 8, 2024.
See
note 8 regarding a new SEPA with Yorkville.
The
following tabular presentation reflects the reconciliation of the carrying amount of the Promissory Notes during the six-month period
ended June 30, 2024:
| |
Six months period
ended
June 30, | |
| |
2024 | |
| |
Unaudited | |
Opening balance | |
| 7,139 | |
Repayment of First Promissory Note and accrued interest through issuance of ADSs resulted from partial exercise of Commitment Amount under equity line | |
| (3,721 | ) |
Recognition of discount, interest and exchange differences expenses | |
| 494 | |
Income from exchange differences | |
| - | |
Closing balance | |
| 3,912 | |
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, 2024 through June 30, 2024 , the Company sold 3,475,000 Advance Shares (represented by 17,375,000
ordinary shares) to Yorkville out of the Commitment Amount under SEPA for a total purchase price of $2,745 thousand (approximately NIS
10,724). As part of the above, an amount of $1,026 thousand (approximately NIS 3,912) was accounted for represent a partial repayment
of principal and accrued interest related to the first promissory note, and an amount of $ 1,719 (approximately NIS 6,812) represent
a practical exercise of commitment amount under equity line.
Note
4 - Share capital and reserves
| A. | Composition
of share capital |
| |
June 30, 2024 | | |
December 31, 2023 | |
| |
Authorized | | |
Issued and outstanding | | |
Authorized | | |
Issued and outstanding | |
| |
Unaudited | | |
Audited | |
| |
| | | |
| | | |
| | | |
| | |
Ordinary shares, par value NIS 0.01 each | |
| 1,000,000,000 | | |
| 99,739,786 | | |
| 1,000,000,000 | | |
| 69,579,231 | |
| B. | 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.
| C. | Changes
in the issued and outstanding capital |
| |
Six months period
ended
June 30,
2024 | |
| |
Unaudited | |
| |
| |
Balance as of January 1, 2024 | |
| 69,579,231 | |
Issuance of Advance Shares resulted from partial exercise of Commitment Amount (see Note 3 above) | |
| 17,375,000 | |
Issuance of shares as part of shelf prospectus through public offering transaction | |
| 12,555,555 | |
Exercise of restricted share units into ordinary shares | |
| 180,000 | |
Issuance of ordinary shares for service provider | |
| 50,000 | |
Balance as of June 30, 2024 | |
| 99,739,786 | |
Note
5 - Options grant
During
the six-month period ended June 30, 2024, the Company’s Board of Directors approved an allotment of 107,000 options exercisable
into shares of the Company, to several grantees. Each option is exercisable into one ordinary share of the Company par value NIS 0.01,
over a vesting terms as determined by the Company’s Board of Directors, against a cash exercise price of NIS 0.837 per share (subject
to standard adjustments). The fair value of the benefit in respect of the grant was estimated at an amount of NIS 89 which will be carried
to profit and loss over the vesting period.
SAVERONE 2014 LTD.
NOTES TO THE CONDENSED FINANCIAL
STATEMENTS (CONT.)
(New Israeli Shekels in thousands, except per
share and share data)
Note
6 - 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, 2024 and 2023, the total weighted average number of ordinary shares, par value NIS 0.01 per share,
of the Company related to outstanding options and warrants excluded from the calculation of the diluted loss per share was 19,723,878
and 18,997,479, respectively.
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, | |
| |
2024 | | |
2023 | | |
2023 | |
| |
Unaudited | | |
Audited | |
Loss attributed to the shareholders of the Company for purposes of computing the basic and diluted loss per share | |
| (16,284 | ) | |
| (17,753 | ) | |
| (33,835 | ) |
| |
Number of shares
Six months period
ended June 30, | | |
Year Ended
December 31, | |
| |
2024 | | |
2023 | | |
2023 | |
| |
Unaudited | | |
Audited | |
Weighted number of shares used in computing basic and diluted loss per share | |
| 79,171,297 | | |
| 27,839,012 | | |
| 31,380,359 | |
Note
7 - Financial risk factors
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, 2023.
There
have been no changes in the risk management policies since the year-end.
SAVERONE 2014 LTD.
NOTES TO THE CONDENSED FINANCIAL
STATEMENTS (CONT.)
(New Israeli Shekels in thousands, except per
share and share data)
Note
7 - Financial risk factors (Cont.)
| 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.
Note
8 - 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 (August 15, 2024). 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. | New
Standby Equity Purchase Agreement (“New SEPA”) |
On
July 16, 2024 (the “Effective Date”), the Company a second Standby Equity Purchase Agreement (the “New SEPA”)
with Yorkville.
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 5 ordinary shares of the Company, par value NIS 0.01 per share for an aggregate subscription amount of
up to $15 million (the “Commitment Amount”), at any time from Effective Date until July 16, 2027, unless earlier terminated
pursuant to the New SEPA (the “Commitment Period”), by delivering written notice to Yorkville (each, an “Advance Notice”).
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 a Promissory Note without Yorkville’s consent, unless an Amortization Event (as defined in the agreement) has occurred and
the proceeds of any Advance is applied towards repayment of a balance under a Promissory Note.
Under
the New SEPA, Yorkville advanced to the Company the principal amount of $3,000,000 (the “Pre-Paid Advance”), which shall
be evidenced by convertible promissory notes (the “Promissory Notes”), which are convertible into Company’s ADSs. The
Pre-Paid Advance is subject to a discount in the amount equal to 3% of the principal amount of the Pre-Paid Advance netted
from the purchase price due and structured as an original issue discount (the “Original Issue Discount”). The Original Issue
Discount does not reduce the principal amount of each Promissory Note.
The first Pre-Paid Advance
in a principal amount of $1,000,000 was advanced on July 17, 2024, the second Pre-Paid Advance in a principal amount of
$1,000,000 was subject to filing of F-1 Registration Statement, the second Pre-Paid Advance in a principal amount of $1,000,000
and was advanced on July 26, 2024. The third Pre-Paid Advance in a principal amount of $1,000,000 was subject to the
effectiveness of the F-1 Registration Statement, which effectiveness was declared on August 6, 2024.
Note
8 - Subsequent Events (Cont.)
| A. | New
Standby Equity Purchase Agreement (“New SEPA”) (cont.) |
Principal,
interest and any other payments due under the Promissory Notes shall be paid in cash on January 16, 2026 (the “Maturity Date”),
unless converted by Yorkville or redeemed by the Company. Except as specifically permitted by the terms of the Promissory Notes, the
Company may not prepay or redeem any portion of the outstanding principal and accrued and unpaid interest thereunder. Subject to the
terms set forth in the Promissory Notes, at any time on or after the issuance date, Yorkville shall be entitled to convert any portion
of the outstanding principal of the Promissory Notes plus accrued and unpaid interest on such outstanding principal of the Promissory
Notes to, but excluding, the conversion date (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 set forth in the Promissory Notes, the lower of (i) $0.5284 per ADS, or
(ii) 95% of the lowest daily VWAP during the 5 consecutive trading days immediately preceding the Conversion Date or other
date of determination, but not lower than $0.0868 per ADS Share. The Conversion Price will be adjusted from time to time pursuant to
the terms and conditions of the Promissory Notes.
On August 6, 2024, the SEC declared
the F-1 Registration Statement effective and the third Pre-Paid Advance in a principal amount of $1,000,000 was advanced on August
8, 2024, on the second trading day after the effectiveness of the initial Registration Statement. Following effectiveness of Yorkville
and the Company intend to utilize the New SEPA as the ongoing funding mechanism in lieu of previous SEPA.
On August 26,
2024, the Company completed an asset purchase agreement for the Generation-3 camera products and intellectual property (IP) of Micronet
Ltd. (hereinafter - “Micronet”), an Israeli public company which is a developer of advanced telematics systems, cameras, and
Driver Monitoring Systems (DMS). Under the terms of the agreement, the Comapny will acquire the intellectual property and inventory
related to Micronet’s Generation 3 camera at no upfront cost. The acquisition is structured as an earn-out agreement, with future
royalty payments to Micronet contingent upon the sale of products incorporating the acquired camera technology, if any.
Exhibit 99.3
![](https://www.sec.gov/Archives/edgar/data/1894693/000121390024072981/ex99-3_001.jpg)
SaverOne
Reports First Half 2024 Results
Petah Tikvah, Israel, August 27, 2024 –
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, 2024 and shared recent business
updates.
Recent
Highlights
| ● | Significant
reduction in first half operating expenses of NIS 2.3 million ($612 thousand), reducing
operating loss and cash burn; |
| ● | 4,800
systems have been ordered by customers as of August 26, 2024, of which approximately
3,750 have been installed; |
| ● | OEM
Agreement Signed with Volvo Group to install SaverOne Systems during the manufacturing
process in Volvo Buses in Mexico; |
| ● | OEM
Agreement Signed with IVECO to develop a software-as-a-service solution to prevent driver
distraction from cellphone use, with first IVECO vehicles with integrated SaverOne software
solution expected to be delivered in early 2025; |
| ● | Announced
spinoff to advance development on the VRU Sensor Solution with estimated annual market
potential of $1.5 billion by 2035; |
| ● | Purchase
order from IVECO for a proof-of-concept (POC) for the VRU sensor for their Advanced Driver-Assistance
System (ADAS); |
| ● | Launched
a number of pilot projects for fleets in the United States, Latin America and Europe. |
Financial
Highlights
| ● | Revenues
of NIS 483 thousand (~$129 thousand) in the first half of 2024 versus NIS 1.5 million (~$395
thousand) in the first half of 2023; |
| ● | Operating
expenses reduced to NIS 15.8 million ($4.2 million) in the first half of 2024 versus NIS
18.1 million ($4.9 million) in the first half of 2023; |
| ● | Net
loss reduced to NIS 16.3 million (~$4.4 million) in the first half of 2024 versus NIS 17.8
million in the first half of 2023 (~$4.8 million); |
| ● | June
30, 2024 cash and cash equivalents of NIS 11.3 million (~$3.0 million). |
Management Comment
Commented
Mr. Ori Gilboa, CEO of SaverOne, “2024 has been challenging for SaverOne due to longer sales cycles in our home market of Israel.
On the positive side, we are witnessing a broadening of our activities internationally through our partners, OEMs and new regional distributors.
We are working to expand our global footprint with key existing customers by penetrating their international subsidiaries. We have also
initiated new pilot projects in the United States, Europe and Latin America and have also secured initial commercial orders. International
expansion requires significant effort, and in 2024, we have made substantial progress in establishing SaverOne as a global business. We
remain optimistic and expect a renewed growth trend in the coming months.”
Continued Mr. Gilboa, “During the
quarter, we announced our plans for a spinoff company focused on advancing our VRU (Vulnerable Road User) sensor solution, which represents
a significant opportunity for us. This decision was based on a comprehensive analysis by a world leading consultancy firm, which estimated
the addressable annual market potential for our VRU product at $1.5 billion by 2035. Additionally, we received a new purchase order for
a proof-of-concept (POC) from IVECO to integrate our VRU sensor into their Advanced
Driver Assistance System (ADAS), further enhancing vehicle safety. We believe that our VRU presents significant value for SaverOne long-term.”
Recent
Developments in the First Half of 2024
| ● | SaverOne
to Install its System Across Entire Strauss Group Fleet. Strauss Group is one of the
largest food manufacturers in Israel with a fleet of over 80 food delivery trucks. The new
order covering the entire Strauss delivery fleet, follows a successful trial on 17 Strauss
trucks, in which Strauss’ management noted a statistically significant reduction in accident
rates in the trucks that had the SaverOne system installed. |
| ● | SaverOne
Signed Contract to Install its Systems on 300 Buses of Leading Israeli Transportation Company
Bon Tour. Bon Tour is one of the leading private transit companies in Israel, operating
hundreds of buses and providing transportation solutions and travel services to some of the
largest companies in the country. |
| ● | Leading
Israeli Transportation Company Egged Tours Selects SaverOne’s Driver Distraction Solution
System for a contract to install 300 SaverOne Systems on all of its buses. Egged Tours,
operating the largest tour bus fleet in Israel, is a subsidiary of Egged Transportation,
Israel’s largest bus company, with over 3,000 buses operating nationally with a vast network
of urban and intercity routes. |
| ● | SaverOne
Granted New US Patent Strengthening its IP portfolio Supporting its Transportation Safety
Solution. This marks SaverOne’s 23rd patent and describes SaverOne’s
advanced algorithms and its selective blocking mechanism to prevent the driver from accessing
distracting phone functionalities while the vehicle is in motion. |
| ● | SaverOne
Launches New Pilot Project in the United States with Motor Supply, Inc., a trucking company
based in Columbia, South Carolina. SaverOne’s System was installed on a portion of Motor
Supply’s fleet of sixteen trucks. The pilot is expected to run over a period of 12 months
and, if successful, could potentially expand to the rest of the fleet and any future trucks
that Motor Supply may operate. |
| ● | GB
Tours to Expand its Installation of the SaverOne System Across its Full Fleet of Public Transportation
and Tour Buses. GB Tours is a leading Israel-based public transportation company that
operates public transportation lines as well as tour buses with a fleet of about one hundred
buses. This order for 77 buses follows the conclusion of a successful pilot of the SaverOne
System on 20 of GB Tours’ buses. |
| ● | OEM
Agreement Signed to Install the SaverOne Safety Solution in Volvo Buses in Mexico. SaverOne’s
Safety Solution will be installed in new Volvo buses that are manufactured for the Mexican
market. The agreement provides Volvo with two years of exclusivity in the OEM market in Mexico.
SaverOne will also provide twelve months of service and support for Volvo bus customers.
After that period, Volvo bus customers will continue to receive SaverOne’s comprehensive
service package for an on-going monthly fee. |
| ● | SaverOne
Signs Milestone OEM Agreement with IVECO to develop a solution to prevent driver distraction
from cellphone use. The first IVECO vehicles with the integrated SaverOne software solution
are expected to be delivered this year. IVECO and SaverOne will also collaborate within their
service centers to offer comprehensive support for drivers that use this technology. SaverOne’s
solution will be provided to IVECO’s customers under a software-as-a-service model.
|
| ● | SaverOne
Expands its Collaboration with IVECO with its Vulnerable Road User Solution. Receives
New Purchase Order for a vulnerable road user (VRU) proof-of-concept (POC). The POC will
present SaverOne’s radio frequency (RF)-based solution that could be integrated in
the vehicle Advanced Driver Assistance System (ADAS) to enhance vehicle safety. This solution
is expected to be installed in one of IVECO’s vehicles in Europe in early 2025. |
| ● | SaverOne
Granted New European Patent encompassing SaverOne’s innovative system and groundbreaking
methods that employ machine learning and channel fingerprinting techniques. |
| ● | SaverOne:
External Analysis Projects Annual $1.5 Billion Market Potential by 2035 for its RF-ADAS Technology.
Announced spinoff company dedicated to advancing VRU sensor solution following the conclusion
of a comprehensive project completed by a leading global consultancy firm which analyzed
the addressable market potential, as well as the initial interest from OEMs. The consultancy
firm’s analysis projects a market potential annually of $1.5 billion by 2035. |
| ● | Global
Food Manufacturer Expands Installation of SaverOne Protection System. Follow-on order
for 50 SaverOne Systems by the Israeli subsidiary of a leading global food manufacturer,
for installation in their employee vehicles. This new order follows several successful trial
phases and a prior order in November 2022, during which 80 employee vehicles in Israel were
equipped with the SaverOne system. |
| ● | Global
Food Manufacturer Adopts SaverOne System for Supply Chain Truck Protection. Following
the successful completion of a pilot of SaverOne Systems’ on the customer’s trucks,
an integral part of their supply chain in Israel, the customer ordered 46 SaverOne Systems.
The customer is the Israeli subsidiary of one of the world’s top food manufacturers. |
| ● | Egged
Tours Broaden Installation of SaverOne System Across its Entire Bus Fleet. The follow-on
project will install the SaverOne system on an additional 60 buses and cover Egged Tours’
entire fleet at its central hub of 130 vehicles. Egged Tours is a subsidiary of Egged Transportation,
Israel’s largest public bus fleet with over 3,000 buses, representing significant broader
sales potential for SaverOne. |
Financial Summary for the First Half of
2024
Revenues was NIS 483 thousand (~$129 thousand)
in the first half of 2024 compared to NIS 1.5 million (~$395 thousand) for the first half of 2023. This decrease was mainly due to the
longer decision-making processes by current and prospective customers in the home market of Israel.
Gross profit was NIS 85 thousand (~$23
thousand), representing gross margin of 18% in the first half of 2024 compared to NIS 467 thousand (~$124 thousand), representing gross
margin of 32%, in the first half of 2023.
Research and development expenses, net
were NIS 8.9 million (~$2.4 million) in the first half of 2024 compared to NIS 12.2 million (~$3.3 million) in the first half of 2023.
This decrease is primarily attributable to our efforts to streamline and optimize our research and development expenses.
Selling and marketing expenses were
NIS 2.4 million (~$640 thousand) in the first half of 2024 compared to NIS 1.4 million (~$385 thousand) in the first half of 2023.
The increase is attributable mainly to higher marketing expenses in light of the Company’s efforts in expanding the business
to international markets.
General and administrative expenses were
NIS 4.5 million (~$1.2 million) in the first half of 2024, compared to NIS 4.5 million (~$1.2 million) in the first half of 2023.
Operating loss was NIS 15.7 million (~$4.2
million) in the first half of 2024, reduced in comparison to NIS 17.6 million (~$4.7 million) in the first half of 2023, primarily as
a result of efforts taken by the company to reduce expenses and ongoing cash burn.
Net loss in the first half of 2024 was
NIS 16.3 million (~$4.4 million), reduced in comparison to NIS 17.8 million (~$4.8 million) for the first half of 2023.
Cash and cash equivalents and short-term
bank deposits as of June 30, 2024, amounted to NIS 11.3 million (~$3.0 million), compared with NIS 17.1 million (~$4.8 million) as of
December 31, 2023. In July 2024, the Company secured an equity line amounting to $15 million.
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 3.759 to $1.00, based on the representative exchange rate reported by the Bank of Israel on June 30, 2024. |
About SaverOne’s Systems
SaverOne’s system
is installed in vehicles to provide a solution to the problem of driver distraction, as a result of drivers using distracting applications
on the mobile phone while driving, in a way that endangers their safety, the safety of their passengers and others on the road. This phenomenon
is considered one of the main causes of road accidents in the world. 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 and prevents the driver from accessing distracting applications such as messaging,
while allowing others (e.g. navigation, calls), without user intervention or consent, creating a safer driving environment.
SaverOne’s primary
target markets include commercial and private vehicle fleets, including public transportation and buses, that are interested in reducing
potential damages and significant cost, vehicle manufacturers that are interested in integrating safety solutions to their vehicles, and
insurance and leasing companies. SaverOne initially addresses car fleets with focus on the Israeli, European and US markets, as well as
other markets around the world. SaverOne believes that ultimately increased focus on monitoring and prevention of cellular distraction
systems in vehicles, in particular 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 for installation to customers in the aftermarket as well as address OEM vehicle manufacturers, to install
the Company’s protection technologies during the vehicle manufacturing process.
SaverOne has developed
a Vulnerable Road User (VRU) solution with the potential to significantly enhance the performance of Advanced Driver Assistance System
(ADAS) sensors through a superior ability to deal with NLoS (non-line of sight) situations as well as adverse weather conditions and low-visibility.
SaverOne’s technology identifies the exact location and direction of movement of the VRU via their RF footprint from their cellphone
signal. This safety solution enables the avoidance of a collision by early detection VRUs such as pedestrians or cyclists in the vicinity
of the vehicle.
About SaverOne
SaverOne is a technology
company engaged in the design, development and commercialization of OEM and aftermarket solutions and technologies, to lower the risk
of, and prevent, vehicle accidents.
SaverOne’s initial
line of products is a suite of solutions that saves lives by preventing car accidents resulting from distraction from the use of 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, other than statements of historical fact, contained in this press
release are forward-looking statements. 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, growth, 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, although 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 as to future
events that may not prove to be accurate. Many factors could cause SaverOne’s actual activities or results to differ materially from the
activities and results anticipated in such forward-looking statements. Factors that could cause our actual results to differ materially
from those expressed or implied in such forward-looking statements include, but are not limited to: the ability of SaverOne’s technology
to substantially improve the safety of drivers; market acceptance of SaverOne’s protection solutions; SaverOne’s planned level
of revenues and capital expenditures; SaverOne’s ability to market and sell its products; SaverOne’s 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; SaverOne’s intention to use local distributors in each country or region that it will
conduct business to distribute our products or technology; SaverOne’s plan to seek patent, trademark and other intellectual property
rights for our products and technologies in the United States and internationally, as well as its ability to maintain and protect the
validity of its currently held intellectual property rights; SaverOne’s expectations regarding future changes in its cost of revenues
and our operating expenses; interpretations of current laws and the passage of future laws; acceptance of SaverOne’s business model
by investors; the ability to correctly identify and enter new markets including expanding our global footprint with key existing customers
by penetrating their international subsidiaries; our expectation regarding renewed growth trend; 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 our belief that we maintain good relations with all of its employees; any resurgence
of the COVID-19 pandemic and its impact on SaverOne’s business and industry; security, political and economic instability in the
Middle East that could harm SaverOne’s business, including due to the current war between Israel and Hamas; and 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 25, 2024 and in subsequent filings with the SEC. Forward-looking statements contained
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
CONDENSED STATEMENTS OF FINANCIAL POSITION
(New Israeli Shekels in thousands)
| |
As
of
June 30, | | |
As of
December 31, | |
| |
2024 | | |
2023 | | |
2023 | |
| |
Unaudited | | |
Audited | |
Assets | |
| | |
| | |
| |
Current assets | |
| | |
| | |
| |
Cash and cash equivalents | |
| 11,302 | | |
| 14,773 | | |
| 17,112 | |
Short-term bank deposits | |
| - | | |
| 3,805 | | |
| - | |
Trade receivables, net | |
| 1,290 | | |
| 1,860 | | |
| 1,054 | |
Other current assets | |
| 1,247 | | |
| 921 | | |
| 1,509 | |
Inventory | |
| 5,760 | | |
| 3,451 | | |
| 4,534 | |
Total current assets | |
| 19,599 | | |
| 24,810 | | |
| 24,209 | |
| |
| | | |
| | | |
| | |
Non-current assets | |
| | | |
| | | |
| | |
Trade receivables, net | |
| 871 | | |
| - | | |
| 1,051 | |
Property and equipment, net | |
| 211 | | |
| 252 | | |
| 248 | |
Restricted deposits | |
| 216 | | |
| 206 | | |
| 211 | |
Right of use asset, net | |
| 1,142 | | |
| 354 | | |
| 1,271 | |
Total non-current assets | |
| 2,440 | | |
| 812 | | |
| 2,781 | |
| |
| | | |
| | | |
| | |
Total assets | |
| 22,039 | | |
| 25,622 | | |
| 26,990 | |
| |
| | | |
| | | |
| | |
Current liabilities | |
| | | |
| | | |
| | |
Promissory note, net | |
| 3,912 | | |
| 7,097 | | |
| 7,139 | |
Current maturities of leasing liabilities | |
| 469 | | |
| 429 | | |
| 352 | |
Trade payables | |
| 3,695 | | |
| 2,896 | | |
| 4,303 | |
Other current liabilities | |
| 2,037 | | |
| 2,456 | | |
| 2,042 | |
Derivative warrants liability | |
| 57 | | |
| 1,819 | | |
| 274 | |
Liability in respect of government grants | |
| 650 | | |
| 401 | | |
| 694 | |
Total current liabilities | |
| 10,820 | | |
| 15,098 | | |
| 14,804 | |
| |
| | | |
| | | |
| | |
Non-current liabilities | |
| | | |
| | | |
| | |
Liability in respect of government grants | |
| 801 | | |
| 970 | | |
| 634 | |
Leasing liability, net current | |
| 796 | | |
| - | | |
| 980 | |
Total non-current liabilities | |
| 1,597 | | |
| 970 | | |
| 1,614 | |
| |
| | | |
| | | |
| | |
Shareholders’ equity | |
| | | |
| | | |
| | |
Share capital and premium | |
| 150,353 | | |
| 118,559 | | |
| 135,243 | |
Capital reserve in respect of share-based payment | |
| 11,163 | | |
| 10,523 | | |
| 10,939 | |
Accumulated deficit | |
| (151,894 | ) | |
| (119,528 | ) | |
| (135,610 | ) |
Total shareholders’ equity | |
| 9,622 | | |
| 9,554 | | |
| 10,572 | |
| |
| | | |
| | | |
| | |
Total liabilities and shareholders’ equity | |
| 22,039 | | |
| 25,622 | | |
| 26,990 | |
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, | |
| |
2024 | | |
2023 | | |
2023 | |
| |
Unaudited | | |
Audited | |
Revenues | |
| 483 | | |
| 1,475 | | |
| 2,720 | |
Cost of revenues | |
| (398 | ) | |
| (1,008 | ) | |
| (1,968 | ) |
Gross profit | |
| 85 | | |
| 467 | | |
| 752 | |
| |
| | | |
| | | |
| | |
Research and development expenses, net | |
| (8,897 | ) | |
| (12,188 | ) | |
| (22,861 | ) |
Selling and marketing expenses | |
| (2,406 | ) | |
| (1,449 | ) | |
| (3,787 | ) |
General and administrative expenses | |
| (4,460 | ) | |
| (4,468 | ) | |
| (8,327 | ) |
Operating loss | |
| (15,678 | ) | |
| (17,638 | ) | |
| (34,223 | ) |
| |
| | | |
| | | |
| | |
Financing expenses | |
| (1,242 | ) | |
| (800 | ) | |
| (1,219 | ) |
Financing income | |
| 636 | | |
| 685 | | |
| 1,607 | |
Financing income (expenses), net | |
| (606 | ) | |
| (115 | ) | |
| 388 | |
| |
| | | |
| | | |
| | |
Loss for the period | |
| (16,284 | ) | |
| (17,753 | ) | |
| (33,835 | ) |
Comprehensive loss for the period | |
| (16,284 | ) | |
| (17,753 | ) | |
| (33,835 | ) |
| |
| | | |
| | | |
| | |
Basic and diluted loss per share | |
| (0.21 | ) | |
| (0.64 | ) | |
| (1.08 | ) |
Weighted average of number of shares used to calculate the basic and diluted loss per share | |
| 79,171,297 | | |
| 27,839,012 | | |
| 31,380,359 | |
![](https://www.sec.gov/Archives/edgar/data/1894693/000121390024072981/ex99-3_001.jpg)
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, | |
| |
2024 | | |
2023 | | |
2023 | |
| |
Unaudited | | |
Audited | |
Cash flow from operating activity | |
| | |
| | |
| |
Comprehensive loss for the period | |
| (16,284 | ) | |
| (17,753 | ) | |
| (33,835 | ) |
Adjustments required to present cash flows from operating activities (Appendix A) | |
| (31 | ) | |
| (214 | ) | |
| (1,185 | ) |
Net cash used in operating activities | |
| (16,315 | ) | |
| (17,967 | ) | |
| (35,020 | ) |
| |
| | | |
| | | |
| | |
Cash flows from investment activity | |
| | | |
| | | |
| | |
Change in restricted deposits | |
| (5 | ) | |
| (5 | ) | |
| - | |
Changes in short-term deposits | |
| - | | |
| 6,265 | | |
| 10,070 | |
Purchase of property and equipment | |
| (10 | ) | |
| (75 | ) | |
| (128 | ) |
Net cash provided by (used in) investment activity | |
| (15 | ) | |
| 6,185 | | |
| 9,942 | |
| |
| | | |
| | | |
| | |
Cash flows from financing activity | |
| | | |
| | | |
| | |
Net proceeds received from issuance of unit includes put options, promissory note and ADS as Commitment Shares in transaction of equity line granted | |
| - | | |
| 7,170 | | |
| 7,170 | |
Proceeds received from issuance of ADSs resulted from partial exercise of Commitment Amount under equity line | |
| 6,307 | | |
| 188 | | |
| 9,259 | |
Repayment of first promissory note (principal and interest) | |
| - | | |
| - | | |
| (754 | ) |
Net proceeds received from issuance of second promissory note | |
| - | | |
| - | | |
| 3,597 | |
Net proceeds received from issuance of ADSs as part of shelf prospectus through public offering transaction | |
| 4,222 | | |
| - | | |
| 3,685 | |
Repayment of principal in respect of lease liability | |
| (117 | ) | |
| (234 | ) | |
| (467 | ) |
Net cash provided by financing activity | |
| 10,412 | | |
| 7,124 | | |
| 22,490 | |
| |
| | | |
| | | |
| | |
Change in balance of cash and cash equivalents | |
| (5,918 | ) | |
| (4,658 | ) | |
| (2,588 | ) |
| |
| | | |
| | | |
| | |
Exchange differences on cash and cash equivalents | |
| 108 | | |
| 191 | | |
| 460 | |
| |
| | | |
| | | |
| | |
Balance of cash and cash equivalents, beginning of period | |
| 17,112 | | |
| 19,240 | | |
| 19,240 | |
| |
| | | |
| | | |
| | |
Balance of cash and cash equivalents, end of period | |
| 11,302 | | |
| 14,773 | | |
| 17,112 | |
![](https://www.sec.gov/Archives/edgar/data/1894693/000121390024072981/ex99-3_001.jpg)
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, | |
| |
2024 | | |
2023 | | |
2023 | |
| |
Unaudited | | |
Audited | |
Appendix A – Adjustments required to present cash flows from operating activities | |
| | |
| | |
| |
| |
| | |
| | |
| |
Income and expenses not involving cash flows | |
| | |
| | |
| |
Depreciation | |
| 47 | | |
| 41 | | |
| 98 | |
Amortization of right for use asset | |
| 129 | | |
| 213 | | |
| 425 | |
Interest expenses related to leasing liabilities | |
| 50 | | |
| 15 | | |
| 22 | |
Share-based payment | |
| 388 | | |
| 478 | | |
| 978 | |
Revaluation of derivative warrant liability | |
| (217 | ) | |
| 668 | | |
| (877 | ) |
Recognition of discount, interest and exchange differences expenses related to Promissory Note | |
| 494 | | |
| 14 | | |
| 526 | |
Finance expenses incurred from partial exercise of Commitment Amount under equity line | |
| 696 | | |
| - | | |
| 531 | |
Exchange differences on cash and cash equivalent | |
| (108 | ) | |
| (191 | ) | |
| (470 | ) |
Changes in liability in respect of government grants | |
| 123 | | |
| 117 | | |
| 74 | |
| |
| 1,602 | | |
| 1,355 | | |
| 1,307 | |
| |
| | | |
| | | |
| | |
Changes in asset and liability items | |
| | | |
| | | |
| | |
Decrease (increase) in other current assets | |
| 262 | | |
| 95 | | |
| (493 | ) |
Increase in trade receivables | |
| (56 | ) | |
| (763 | ) | |
| (1,008 | ) |
Increase in inventory | |
| (1,226 | ) | |
| (1,425 | ) | |
| (2,508 | ) |
Increase (decrease) in trade payables | |
| (608 | ) | |
| 940 | | |
| 2,347 | |
Increase in other current liabilities | |
| (5 | ) | |
| (416 | ) | |
| (830 | ) |
| |
| (1,633 | ) | |
| (1,569 | ) | |
| (2,492 | ) |
| |
| | | |
| | | |
| | |
| |
| (31 | ) | |
| (214 | ) | |
| (1,185 | ) |
| |
| | | |
| | | |
| | |
Appendix B – Non-cash investment and financing activities | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Recognition of right for usage asset against a leasing liability | |
| - | | |
| - | | |
| 1,129 | |
Repayment of first promissory note (principal and interest) through issuance of ADSs resulted from partial exercise of Commitment Amount under equity line | |
| 3,721 | | |
| - | | |
| 3,313 | |
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