Business Context and Reporting Period
This Form 6-K filing by SaverOne 2014 Ltd. (Israel) covers the month of October 2025, with a report date of October 31, 2025. The filing discloses the execution of a Standby Equity Purchase Agreement (SEPA) and a related promissory note with YA II PN, Ltd. ("Yorkville"), a fund managed by Yorkville Advisors Global, LP.
Key Financial Metrics and Transaction Details
- Commitment Amount: Up to $50 million in American Depository Shares (ADSs) available for issuance over a three-year period (until October 30, 2028).
- Initial Advance (Pre-Paid Advance): $1.5 million principal amount received immediately.
- Debt Instrument Terms: The initial advance is evidenced by a promissory note with an 8.0% interest rate, a 3% issue discount, and a maturity date of October 30, 2027.
- Repayment Schedule: The note requires repayment in 10 equal monthly installments beginning 90 days from issuance.
- Default Interest: Interest accrues at 18% per annum upon the occurrence of specified events of default.
- Fees: A $25,000 structuring fee and a 1.00% commitment fee (payable in ADSs) are required.
Material Changes and Unusual Items
The primary material change is the establishment of a new financing facility. The filing does not provide comparative financial data (revenue, profit, or cash flow) for the period, as this is a disclosure of a specific corporate transaction rather than a periodic financial report. The transaction introduces new debt obligations and potential equity dilution.
Guidance, Risks, and Contingencies
- Ownership Cap: Yorkville is not obligated to purchase shares if doing so would result in beneficial ownership exceeding 9.99% of the outstanding ADSs or Ordinary Shares.
- Registration Requirement: The Company must file a registration statement for the resale of ADSs issued under the SEPA and initial commitment shares, with efforts to make it effective within 45 days of filing.
- Prepayment Risk: Yorkville may declare the full unpaid principal immediately due upon certain events of default or mandatory prepayment events.
- Commitment Fee Structure: The 1.00% commitment fee is paid in shares (Commitment Shares) in tranches based on the Effective Date and cumulative advances received.
Investor Verification Checklist
- Verify the exact calculation of the 3% issue discount on the $1.5 million principal to determine the net cash proceeds received.
- Confirm the specific "events of default" and "mandatory prepayment events" detailed in the attached Promissory Note (Exhibit 99.2).
- Monitor the filing status of the Registration Statement required for the resale of ADSs under the SEPA.
- Assess the impact of the 9.99% beneficial ownership cap on the Company's ability to access the full $50 million commitment.
- Review the Company's current cash position to ensure it can meet the monthly installment obligations starting 90 days post-issuance.