SEC Form SCHEDULE 13D filed by VisionWave Holdings Inc.
$VWAV
Computer Software: Prepackaged Software
Technology
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
SaverOne 2014 Ltd. (Name of Issuer) |
Ordinary Shares, NIS 0.01 par value (underlying American Depositary Shares) (Title of Class of Securities) |
VisionWave Holdings Inc.
300 Delaware Ave., Suite 210 # 301
Wilmington, DE, 19801
(302) 305-4790
300 Delaware Ave., Suite 210 # 301
Wilmington, DE, 19801
(302) 305-4790
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
03/05/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP Number(s): |
| 1 |
Name of reporting person
VisionWave Holdings, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,418,828,800.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, NIS 0.01 par value (underlying American Depositary Shares) | |
| (b) | Name of Issuer:
SaverOne 2014 Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
Em Hamoshavot Road 94, POB 3644, Petah Tikva,
ISRAEL
, 4970602. | |
Item 1 Comment:
This Schedule 13D relates to the ordinary shares, NIS 0.01 par value (the "Ordinary Shares"), of SaverOne 2014 Ltd., an Israeli company (the "Issuer"), whose American Depositary Shares trade on The Nasdaq Stock Market LLC under the symbol "SVRE." The principal executive offices of the Issuer are located at Em Hamoshavot Road 94, POB 3644, Petah Tikva, 4970602, Israel. | ||
| Item 2. | Identity and Background | |
| (a) | The name of the person filing this statement is VisionWave Holdings, Inc., a Delaware corporation ("VisionWave" or the "Reporting Person"). | |
| (b) | The principal business address of VisionWave is 300 Delaware Ave., Suite 210 # 301, Wilmington, DE 19801; (302) 305-4790. | |
| (c) | VisionWave is a Nasdaq-listed holding company engaged in developing dual-market autonomous systems platform company developing AI-driven, RF-based sensing, autonomy, and computational acceleration technologies for defense, homeland security, and commercial infrastructure applications. VisionWave's mission is to connect defense innovation with civilian progress through shared core technologies deployed across air, land, and sea. | |
| (d) | During the last five years, VisionWave has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (e) | During the last five years, VisionWave has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Delaware, United States. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
On or about January 26, 2026, pursuant to an Exchange Agreement dated as of such date (the "Exchange Agreement") between VisionWave and the Issuer, the Issuer issued to VisionWave ordinary shares representing approximately 19.99% of the Issuer's outstanding share capital (fully diluted) in exchange for shares of VisionWave common stock valued at approximately $2.74 million (subject to adjustments). The transaction was funded through the issuance of VisionWave common stock. Additional stages may increase ownership to approximately 51%, subject to milestones, approvals, and further issuances of VisionWave common stock up to an aggregate value of $7.0 million. | ||
| Item 4. | Purpose of Transaction | |
The acquisition was made for investment and strategic purposes to collaborate on the development of an RF-based defense and security technology platform. Pursuant to the Exchange Agreement, VisionWave exercised its board designation rights and Douglas Davis, Executive Chairman and Interim CEO of VisionWave Holdings Inc., was appointed to the Issuer's Board of Directors. VisionWave may from time to time acquire additional Ordinary Shares or American Depositary Shares of the Issuer in the open market or in privately negotiated transactions, subject to market conditions, applicable securities laws, and other considerations. Except as described herein, VisionWave has no current plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. VisionWave reserves the right to formulate plans or proposals that may relate to any such actions in the future. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See Rows 7-13 of the cover page. | |
| (b) | See Rows 7-13 of the cover page. | |
| (c) | Except for the acquisition described in Item 3, the Reporting Person has not effected any transactions in the Ordinary Shares during the past 60 days. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Pursuant to the Exchange Agreement, VisionWave has certain rights including potential board designation rights and milestone-based additional acquisitions. The Exchange Agreement is filed as Exhibit 1 hereto and is incorporated by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1: Exchange Agreement dated January 26, 2026, between VisionWave Holdings Inc. and SaverOne 2014 Ltd. (incorporated by reference to relevant SaverOne Form 6-K or as an attachment). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|