Business Context and Reporting Period
This Form 6-K filing by SaverOne 2014 Ltd. (the "Company") covers the period of December 2023, specifically dated December 13, 2023. The Company, a foreign private issuer based in Petah Tikvah, Israel, is reporting on a registered direct offering of securities and providing an update on its Standby Equity Purchase Agreement (SEPA).
Key Financial Metrics
The filing does not provide comprehensive financial statements, revenue, profit, cash flow, or margin data. The primary financial metric disclosed relates to the capital raise:
- Offering Proceeds: Aggregate gross proceeds are expected to be approximately $1.0 million before deducting offering expenses.
- Offering Price: $0.60 per American Depositary Share (ADS).
- Shares Issued: 8,333,335 ordinary shares represented by 1,666,667 ADSs.
- Transaction Costs: No placement agent commissions or fees are payable in this transaction.
Material Changes
The material change reported is the execution of a Securities Purchase Agreement with YA II PN, LTD ("YA") for a registered direct offering. Additionally, the Company reported that as of the filing date, it has issued 5,000,000 ADSs (representing 25,000,000 ordinary shares) to YA under the SEPA dated June 5, 2023. The Company notes that, to its knowledge, all ordinary shares represented by ADSs included in the prior Form F-1 registration statement have been resold by YA.
Guidance, Outlook, and Risks
Outlook and Closing: The Registered Offering is expected to close on or about December 15, 2023, subject to the satisfaction of customary closing conditions. The Company intends to file a new registration statement shortly to register additional ordinary shares for resale by YA pursuant to the SEPA.
Risks and Contingencies: The filing includes a warning concerning forward-looking statements. The closing of the offering is not guaranteed and is subject to various conditions and contingencies customary in securities purchase agreements. If these conditions are not satisfied, the offering may not close. The Company undertakes no obligation to revise or update forward-looking statements.
Investor Verification Checklist
- Verify the actual closing date of the Registered Offering, as the December 15, 2023 date is subject to conditions.
- Confirm the final net proceeds after deducting offering expenses, as the $1.0 million figure is gross.
- Monitor the filing of the new registration statement for the resale of additional shares under the SEPA.
- Review the full text of the Securities Purchase Agreement (Exhibit 10.1) for specific representations, warranties, and indemnification provisions.