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What changed in SaverOne 2014 Ltd.'s 20-F — 2022 vs 2023

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Paragraph-level year-over-year comparison of SaverOne 2014 Ltd.'s 2022 and 2023 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+370 added−362 removedSource: 20-F (2024-03-25) vs 20-F (2023-04-27)

Top changes in SaverOne 2014 Ltd.'s 2023 20-F

370 paragraphs added · 362 removed · 259 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

94 edited+37 added−46 removed240 unchanged
Biggest changeGeneral Risk Factors ● Raising additional capital would cause dilution to our existing shareholders and may affect the rights of existing shareholders. ● Sales of a substantial number of our ADSs or our ordinary shares in the public market by our existing shareholders could cause our share price to fall. ● If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they adversely change their recommendations or publish negative reports regarding our business or our shares, our ADSs or ordinary shares price and trading volume could decline. ● We have identified a material weakness in our internal control over financial reporting, and we may not be able to successfully implement remedial measures.
Biggest changeGeneral Risk Factors ● Raising additional capital would cause dilution to our existing shareholders and may affect the rights of existing shareholders. ● If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they adversely change their recommendations or publish negative reports regarding our business or our shares, our ADSs or ordinary shares price and trading volume could decline. ● We have identified a material weakness in our internal control over financial reporting, and we may not be able to successfully implement remedial measures. 3 Risks Related to Our Financial Condition and Capital Requirements We are an early commercialization stage company and have a limited operating history on which to assess the prospects for our business, have incurred significant losses since the date of our inception, and anticipate that we will continue to incur significant losses until we are able to successfully commercialize our products.
A United States holder of our ordinary shares or ADSs should consult its tax advisors regarding the potential application of these rules to its investment in the shares or ADSs. 20 ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable results to the plaintiff(s) in any such action.
A United States holder of our ordinary shares or ADSs should consult its tax advisors regarding the potential application of these rules to its investment in our ordinary shares or ADSs. 20 ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable results to the plaintiff(s) in any such action.
Fluctuations in our operating results and financial condition may be due to several factors, including those listed below and those identified throughout this “Risk Factors” section: ● the degree of market acceptance of our products and services; ● the mix of products and services that we sell during any period; ● long sale cycles; ● changes in the amount that we spend to develop, acquire or license new products, technologies or businesses; ● changes in the amounts that we spend to promote our products and services; ● changes in the cost of satisfying our warranty obligations and servicing our installed base of systems; ● delays between our expenditures to develop and market new or enhanced systems and consumables and the generation of sales from those products; ● development of new competitive products and services by others; ● difficulty in predicting sales patterns and reorder rates that may result from a multi-tier distribution strategy associated with new product categories; ● litigation or threats of litigation, including intellectual property claims by third parties; ● changes in accounting rules and tax laws; ● changes in regulations and standards; ● the geographic distribution of our sales; ● our responses to price competition; ● general economic and industry conditions that affect end-user demand and end-user levels of product design and manufacturing; ● changes in interest rates that affect returns on our cash balances and short-term investments; ● changes in dollar-shekel exchange rates that affect the value of our net assets, future revenues and expenditures from and/or relating to our activities carried out in those currencies; and ● the level of research and development activities by our company.
Fluctuations in our operating results and financial condition may be due to several factors, including those listed below and those identified throughout this “Risk Factors” section: ● the degree of market acceptance of our products and services; ● the mix of products and services that we sell during any period; ● long sale cycles; ● changes in the amount that we spend to develop, acquire or license new products, technologies or businesses; ● changes in the amounts that we spend to promote our products and services; 7 ● changes in the cost of satisfying our warranty obligations and servicing our installed base of systems; ● delays between our expenditures to develop and market new or enhanced systems and consumables and the generation of sales from those products; ● development of new competitive products and services by others; ● difficulty in predicting sales patterns and reorder rates that may result from a multi-tier distribution strategy associated with new product categories; ● litigation or threats of litigation, including intellectual property claims by third parties; ● changes in accounting rules and tax laws; ● changes in regulations and standards; ● the geographic distribution of our sales; ● our responses to price competition; ● general economic and industry conditions that affect end-user demand and end-user levels of product design and manufacturing; ● changes in interest rates that affect returns on our cash balances and short-term investments; ● changes in dollar-shekel exchange rates that affect the value of our net assets, future revenues and expenditures from and/or relating to our activities carried out in those currencies; and ● the level of research and development activities by our company.
Accordingly, we will face significant operational risks from doing business internationally, including: ● fluctuations in foreign currency exchange rates; ● potentially longer sales and payment cycles; ● potentially greater difficulties in collecting accounts receivable; ● potentially adverse tax consequences; ● reduced protection of intellectual property rights in certain countries, particularly in Asia and South America; ● difficulties in staffing and managing foreign operations; ● laws and business practices favoring local competition; ● costs and difficulties of customizing products for foreign countries; ● compliance with a wide variety of complex foreign laws, treaties and regulations; ● an outbreak of a contagious disease, such as coronavirus, which may cause us, third party vendors and manufacturers and/or customers to temporarily suspend our or their respective operations in the affected city or country; ● export license constraints or restrictions due to the unique technology of our products, some of which are dual use (defense and industry); ● tariffs, trade barriers and other regulatory or contractual limitations on our ability to sell or develop our products in certain foreign markets; and ● being subject to the laws, regulations and the court systems of many jurisdictions.
Accordingly, we will face significant operational risks from doing business internationally, including: ● fluctuations in foreign currency exchange rates; ● potentially longer sales and payment cycles; 9 ● potentially greater difficulties in collecting accounts receivable; ● potentially adverse tax consequences; ● reduced protection of intellectual property rights in certain countries, particularly in Asia and South America; ● difficulties in staffing and managing foreign operations; ● laws and business practices favoring local competition; ● costs and difficulties of customizing products for foreign countries; ● compliance with a wide variety of complex foreign laws, treaties and regulations; ● an outbreak of a contagious disease, such as coronavirus, which may cause us, third party vendors and manufacturers and/or customers to temporarily suspend our or their respective operations in the affected city or country; ● export license constraints or restrictions due to the unique technology of our products, some of which are dual use (defense and industry); ● tariffs, trade barriers and other regulatory or contractual limitations on our ability to sell or develop our products in certain foreign markets; and ● being subject to the laws, regulations and the court systems of many jurisdictions.
Our ability to generate future revenue from product sales depends heavily on our success in many areas, including but not limited to: ● completing development of our next generation SaverOne systems; ● establishing and maintaining supply and manufacturing relationships with third parties that can provide adequate (in amount and quality) products to support market demand for our products; ● launching and commercializing our SaverOne systems, either directly or with a collaborator or distributor; ● addressing any competing technological and market developments; ● identifying, assessing, acquiring and/or developing new products; ● negotiating favorable terms in any collaboration, licensing or other arrangements into which we may enter; ● maintaining, protecting and expanding our portfolio of intellectual property rights, including patents, trade secrets and know-how; and ● attracting, hiring and retaining qualified personnel.
Our ability to generate future revenue from product sales depends heavily on our success in many areas, including but not limited to: ● completing development of our next generation SaverOne systems; ● establishing and maintaining supply and manufacturing relationships with third parties that can provide adequate (in amount and quality) products to support market demand for our products; 4 ● launching and commercializing our SaverOne systems, either directly or with a collaborator or distributor; ● addressing any competing technological and market developments; ● identifying, assessing, acquiring and/or developing new products; ● negotiating favorable terms in any collaboration, licensing or other arrangements into which we may enter; ● maintaining, protecting and expanding our portfolio of intellectual property rights, including patents, trade secrets and know-how; and ● attracting, hiring and retaining qualified personnel.
Additionally, failure to remediate the material weakness or otherwise maintain effective internal controls over financial reporting may also negatively impact our operating results and financial condition, impair our ability to timely file our periodic and other reports with the SEC, subject us to additional litigation and regulatory actions and cause us to incur substantial additional costs in future periods relating to the implementation of remedial measures. 26
Additionally, failure to remediate the material weakness or otherwise maintain effective internal controls over financial reporting may also negatively impact our operating results and financial condition, impair our ability to timely file our periodic and other reports with the SEC, subject us to additional litigation and regulatory actions and cause us to incur substantial additional costs in future periods relating to the implementation of remedial measures.
With respect to the royalty-bearing grants we are committed to pay royalties at a rate of 3% to 5% on sales proceeds from our products that were developed under IIA programs up to the total amount of grants received, linked to the U.S. dollar and bearing interest at an annual London Interbank Offered Rate applicable to U.S. dollar deposits.
With respect to the royalty-bearing grants we are committed to pay royalties at a rate of 3% on sales proceeds from our products that were developed under IIA programs up to the total amount of grants received, linked to the U.S. dollar and bearing interest at an annual London Interbank Offered Rate applicable to U.S. dollar deposits.
Costs or payments made in connection with warranty and product liability claims and product recalls or other claims could materially affect our financial condition and results of operations. 6 Furthermore, the automotive industry in general is subject to litigation claims due to the nature of personal injuries that result from traffic accidents.
Costs or payments made in connection with warranty and product liability claims and product recalls or other claims could materially affect our financial condition and results of operations. Furthermore, the automotive industry in general is subject to litigation claims due to the nature of personal injuries that result from traffic accidents.
If our management is unable to effectively manage our growth, our expenses may increase more than expected, our ability to generate and/or grow revenue could be reduced, and we may not be able to implement our business strategy. 7 Our operating results and financial condition may fluctuate.
If our management is unable to effectively manage our growth, our expenses may increase more than expected, our ability to generate and/or grow revenue could be reduced, and we may not be able to implement our business strategy. Our operating results and financial condition may fluctuate.
Due to all of the foregoing factors, and the other risks discussed herein, you should not rely on quarter-to-quarter comparisons of our operating results as an indicator of our future performance. 8 The markets in which we participate are competitive.
Due to all of the foregoing factors, and the other risks discussed herein, you should not rely on quarter-to-quarter comparisons of our operating results as an indicator of our future performance. The markets in which we participate are competitive.
Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees. We may not be able to protect our intellectual property rights throughout the world.
Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees. 17 We may not be able to protect our intellectual property rights throughout the world.
No assurances can be given that a license will be available on commercially reasonable terms, if at all. It is also possible that we have failed to identify relevant third-party patents or applications.
No assurances can be given that a license will be available on commercially reasonable terms, if at all. 15 It is also possible that we have failed to identify relevant third-party patents or applications.
If we cannot obtain and maintain effective patent rights for our products, we may not be able to compete effectively, and our business and results of operations would be harmed. If we are unable to maintain effective proprietary rights for our products, we may not be able to compete effectively in our markets.
If we cannot obtain and maintain effective patent rights for our products, we may not be able to compete effectively, and our business and results of operations would be harmed. 14 If we are unable to maintain effective proprietary rights for our products, we may not be able to compete effectively in our markets.
For example, the Sarbanes-Oxley Act and the rules of the SEC and national securities exchanges have imposed various requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial controls. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives.
For example, the Sarbanes-Oxley Act and the rules of the SEC and national securities exchanges have imposed various requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial controls. Our management and other personnel devote a substantial amount of time to these compliance initiatives.
If we fail to remediate these material weaknesses or fail to otherwise maintain effective internal controls over financial reporting in the future, such failure could result in a material misstatement of our annual or quarterly financial statements that would not be prevented or detected on a timely basis and which could cause investors and other users to lose confidence in our financial statements, limit our ability to raise capital and have a negative effect on the trading price of our common stock.
If we fail to remediate these material weaknesses or fail to otherwise maintain effective internal controls over financial reporting in the future, such failure could result in a material misstatement of our annual or quarterly financial statements that would not be prevented or detected on a timely basis and which could cause investors and other users to lose confidence in our financial statements, limit our ability to raise capital and have a negative effect on the trading price of our ADSs.
Gilboa, Cohen and Klein may leave our employment at any time subject to contractual notice periods, as applicable. Also, our performance is largely dependent on the talents and efforts of highly skilled individuals, particularly our software engineers and computer vision professionals.
Gilboa, Cohen and Hagai may leave our employment at any time subject to contractual notice periods, as applicable. Also, our performance is largely dependent on the talents and efforts of highly skilled individuals, particularly our software engineers and computer vision professionals.
We do not intend to notify U.S. taxpayers that hold our ADSs or our ordinary shares if we believe we will be treated as a PFIC for any taxable year in order to enable U.S. taxpayers to consider whether to make a QEF election.
We do not intend to notify U.S. taxpayers that hold our ADSs or our ordinary shares if we believe we will be treated as a PFIC for any taxable year in order to enable U.S. taxpayers to consider whether to make a QEF election or a mark-to-market election.
These risks include, among others, the following: Risks Related to Our Financial Condition and Capital Requirements ● We are a development-stage company and have a limited operating history on which to assess the prospects for our business, have incurred significant losses since the date of our inception, and anticipate that we will continue to incur significant losses until we are able to successfully commercialize our products. 1 ● We have not generated any significant revenue from the sale of our current products and may never be profitable. ● We expect that we will need to raise substantial additional capital before we can expect to become profitable from sales of our products.
These risks include, among others, the following: Risks Related to Our Financial Condition and Capital Requirements ● We are an early commercialization stage company and have a limited operating history on which to assess the prospects for our business, have incurred significant losses since the date of our inception, and anticipate that we will continue to incur significant losses until we are able to successfully commercialize our products. 1 ● We have not generated any significant revenue from the sale of our current products and may never be profitable. ● We expect that we will need to raise substantial additional capital before we can expect to become profitable from sales of our products.
See “Item 10.E. Taxation—Certain Material U.S. Federal Income Tax Considerations—Passive Foreign Investment Companies” for additional information. If a United States person is treated as owning at least 10% of our ordinary shares, such holder may be subject to adverse U.S. federal income tax consequences.
See “Item 10.E. Taxation—Certain Material United States Federal Income Tax Considerations—Passive foreign investment company considerations” for additional information. If a United States person is treated as owning at least 10% of our ordinary shares, such holder may be subject to adverse U.S. federal income tax consequences.
We expect that we will require substantial additional capital to commercialize our SaverOne systems. In addition, our operating plans may change as a result of many factors that may currently be unknown to us, and we may need to seek additional funds sooner than planned.
We expect that we will require substantial additional capital to continue our commercialization of our SaverOne systems. In addition, our operating plans may change as a result of many factors that may currently be unknown to us, and we may need to seek additional funds sooner than planned.
We have a growing portfolio of four issued U.S. patents and six pending U.S. applications, one granted European patent validated in United Kingdom, Germany, France, Italy, Spain, and Sweden, two granted Chinese patents, four pending applications with the Israeli Patent Office, one international patent application, and one pending applications in Europe.
We have a growing portfolio of six issued U.S. patents and five pending U.S. applications, one granted European patent validated in United Kingdom, Germany, France, Italy, Spain, and Sweden, two granted Chinese patents, five pending applications with the Israeli Patent Office, two international patent applications, and two pending applications in Europe.
We may be required to pay penalties in addition to repayment of the grants. Our research and development efforts relating to our product have been financed in part through royalty-bearing grants in an aggregate amount of approximately NIS 1.7 million (approximately $0.5 million) received from the Israel Innovation Authority, or the IIA, as of December 31, 2022.
We may be required to pay penalties in addition to repayment of the grants. Our research and development efforts relating to our products have been financed in part through royalty-bearing grants in an aggregate amount of approximately NIS 1.7 million (approximately $0.5 million) received from the Israel Innovation Authority, or the IIA, as of December 31, 2023.
If the conditions in the global economies remain uncertain or continue to be volatile, or if they deteriorate, including as a result of the impact of military conflict, such as the war between Russia and Ukraine, terrorism or other geopolitical events, our business, operating results and financial condition may be materially adversely affected.
If the conditions in the global economies remain uncertain or continue to be volatile, or if they deteriorate, including as a result of the impact of military conflict, such as the wars between Russia and Ukraine and in the Middle East, terrorism or other geopolitical events, our business, operating results and financial condition may be materially adversely affected.
We are highly dependent on the services of both Ori Gilboa, our Chief Executive Officer, Yossi Cohen, our Chief Operating Officer and Tony Klein, our Chief Financial Officer. The loss of their services without proper replacement may adversely impact the achievement of our objectives. Messrs.
We are highly dependent on the services of both Ori Gilboa, our Chief Executive Officer, Yossi Cohen, our Chief Operating Officer and Omri Hagai, our Chief Financial Officer. The loss of their services without proper replacement may adversely impact the achievement of our objectives. Messrs.
For example, the SEC has published proposed rules that would require companies to provide significantly expanded climate-related disclosures in their periodic reporting, which may require us to incur significant additional costs to comply and impose increased oversight obligations on our management and board of directors.
For example, the SEC has adopted rules that require companies to provide expanded climate-related disclosures in their periodic reporting, which may require us to incur significant additional costs to comply and impose increased oversight obligations on our management and board of directors.
Parties with whom we do business may sometimes decline to travel to Israel during periods of heightened unrest or tension, forcing us to make alternative arrangements when necessary in order to meet our business partners face to face.
Parties with whom we do business have sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing us to make alternative arrangements when necessary in order to meet our business partners face to face.
Sales of a substantial number of our ADSs or our ordinary shares in the public market by our existing shareholders could cause our share price to fall.
Risks Related to the Ownership of Our ADSs or Our Ordinary Shares Sales of a substantial number of ADSs representing our ordinary shares in the public market by our existing shareholders could cause our share price to fall.
We anticipate that our expenses will increase substantially if and as we: ● continue the development of our SaverOne system; ● establish a sales, marketing, distribution and technical support infrastructure to commercialize our products; ● seek to identify, assess, acquire, license, and/or develop other products and subsequent generations of our current products; ● seek to maintain, protect, and expand our intellectual property portfolio; ● seek to attract and retain skilled personnel; and ● create additional infrastructure to support our operations as a public company and our product development and planned future commercialization efforts. 4 We have not generated any significant revenue from the sale of our current products and may never be profitable.
We anticipate that our expenses will increase substantially if and as we: ● continue the development of our SaverOne system; ● establish a sales, marketing, distribution and technical support infrastructure to commercialize our products; ● seek to identify, assess, acquire, license, and/or develop other products and subsequent generations of our current products; ● seek to maintain, protect, and expand our intellectual property portfolio; ● seek to attract and retain skilled personnel; and ● create additional infrastructure to support our operations as a public company and our product development and planned future commercialization efforts.
The expenses that will be required in order to adequately prepare for being a public company will be material, and compliance with the various reporting and other requirements applicable to public companies will require considerable time and attention of management.
The expenses that are required in order to be a public company are material and compliance with the various reporting and other requirements applicable to public companies require considerable time and attention of management.
Our SaverOne system operates as a deterrent to mobile-phone distracted driving, but cannot actually prevent mobile phone distracted driving. Our SaverOne system operates by detecting mobile phones in the driving area of a car and emitting a loud alarm in the event such phones do not have the SaverOne mobile application installed.
See “Item 16.K—Cybersecurity” for additional information. Our SaverOne system operates as a deterrent to mobile-phone distracted driving, but cannot actually prevent mobile phone distracted driving. Our SaverOne system operates by detecting mobile phones in the driving area of a car and emitting a loud alarm in the event such phones do not have the SaverOne mobile application installed.
We have included software in our platform covered by open source licenses. We do not own all of the open source technology in our platform and the ownership of the open source technology in our platform may not be easily determinable by us.
We do not own all of the open source technology in our platform and the ownership of the open source technology in our platform may not be easily determinable by us.
U.S. taxpayers that have held our ADSs or our ordinary shares during a period when we were a PFIC will generally be subject to the foregoing rules unless we cease to be a PFIC and you make a “deemed sale” election with respect our ordinary shares.
A U.S. taxpayer that has held our ADSs or our ordinary shares during a period when we were a PFIC will generally be subject to the foregoing rules unless we cease to be a PFIC and such U.S. taxpayer makes a “deemed sale” election with respect to our ADSs or our ordinary shares.
This means that an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies; and ● any rules that may be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements. 18 We intend to take advantage of these exemptions until we are no longer an “emerging growth company.” We will remain an emerging growth company until the earliest of: (i) the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion; (ii) the last day of the fiscal year following the fifth anniversary of the date of our initial public offering (i.e., December 31, 2027); (iii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the aggregate worldwide market value of our ordinary shares, including ordinary shares represented by warrants, held by non-affiliates is at least $700 million as of the prior June 30; or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during any three-year period.
For so long as we remain an “emerging growth company” as defined in the JOBS Act, we intend to take advantage of certain exemptions from various requirements that are applicable to public companies that are not “emerging growth companies” including: ● the provisions of the Sarbanes-Oxley Act requiring that our independent registered public accounting firm provide an attestation report on the effectiveness of our internal control over financial reporting; and ● any rules that may be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements. 18 We intend to take advantage of these exemptions until we are no longer an “emerging growth company.” We will remain an emerging growth company until the earliest of: (i) the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion; (ii) the last day of the fiscal year following the fifth anniversary of the date of our initial public offering (i.e., December 31, 2027); (iii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the aggregate worldwide market value of our ordinary shares, including ordinary shares represented by warrants, held by non-affiliates is at least $700 million as of the prior June 30; or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during any three-year period.
Even if we are able to complete the development of our products in development, our ability to compete in the ADAS, semi-autonomous and autonomous vehicle markets will depend, in large part, on our future success in enhancing our existing products and developing new systems that will address the varied needs of prospective end-users, and respond to technological advances and industry standards and practices on a cost-effective and timely basis to otherwise gain market acceptance.
Even if we are able to complete the development of our products in development, our ability to compete in the ADAS, semi-autonomous and autonomous vehicle markets will depend, in large part, on our future success in enhancing our existing products and developing new systems that will address the varied needs of prospective end-users, and respond to technological advances and industry standards and practices on a cost-effective and timely basis to otherwise gain market acceptance. 6 Even if we successfully introduce our existing products in development, it is likely that new systems and technologies that we develop will eventually supplant our existing systems or that our competitors will create systems that will replace our systems.
Holders of ADSs are not ordinary shareholders and must act through the depositary to exercise their rights . Holders of our ADSs do not have the same rights as holders of ordinary shares and may only exercise the voting rights with respect to the underlying ordinary shares in accordance with the provisions of the deposit agreement.
Holders of our ADSs do not have the same rights as holders of ordinary shares and may only exercise the voting rights with respect to the underlying ordinary shares in accordance with the provisions of the deposit agreement.
In addition, our trade secrets and intellectual property may otherwise become known or be independently discovered by competitors. 14 We cannot provide any assurances that our trade secrets and other confidential proprietary information will not be disclosed in violation of our confidentiality agreements or that competitors will not otherwise gain access to our trade secrets or independently develop substantially equivalent information and techniques.
We cannot provide any assurances that our trade secrets and other confidential proprietary information will not be disclosed in violation of our confidentiality agreements or that competitors will not otherwise gain access to our trade secrets or independently develop substantially equivalent information and techniques.
Risks Related to Our Business and Industry ● We depend entirely on the success of our current products in development, and we may not be able to successfully introduce these products and commercialize them. ● We may not be able to introduce products acceptable to customers, improve the technology used in our current systems in response to changing technology and end-user needs and we may not be able to successfully manage our planned growth and expansion. ● Our operating results and financial condition may fluctuate. ● The markets in which we participate are competitive.
Risks Related to Our Business and Industry ● We are currently in the early commercialization stage and we depend entirely on the success of our current SaverOne systems that we have started to commercialize and that we may further develop. ● We may not be able to introduce products acceptable to customers, improve the technology used in our current systems in response to changing technology and end-user needs and we may not be able to successfully manage our planned growth and expansion. ● Our operating results and financial condition may fluctuate. ● The markets in which we participate are competitive.
We generally enter into non-competition agreements with our employees. These agreements prohibit our employees from competing directly with us or working for our competitors or clients for a limited period after they cease working for us.
These agreements prohibit our employees from competing directly with us or working for our competitors or clients for a limited period after they cease working for us.
Based on the projected composition of our income and valuation of our assets, we do not expect to be a PFIC for our 2022 taxable year and that we may be a PFIC for 2023 and in the future, although there can be no assurance in this regard.
Based on the projected composition of our income and valuation of our assets, we may have been a PFIC for our 2023 taxable year and we may be a PFIC for 2024 and in the future, although there can be no assurance in this regard.
If we were a PFIC in 2022, or are a PFIC in any subsequent taxable year during which a U.S. taxpayer holds our ADSs or our ordinary shares, such U.S. taxpayer would be subject to certain adverse U.S. federal income tax rules.
Accordingly, there can be no assurance that we will not be a PFIC in subsequent years. If we were a PFIC in 2023, or are a PFIC in any subsequent taxable year during which a U.S. taxpayer holds our ADSs or our ordinary shares, such U.S. taxpayer would be subject to certain adverse U.S. federal income tax rules.
We will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, the other rules and regulations of the Securities and Exchange Commission, or SEC, and the rules and regulations of the Nasdaq and provisions of the Companies Law that apply to public companies such as us.
We are subject to the reporting requirements of the Exchange Act, the other rules and regulations of the SEC, and the rules and regulations of Nasdaq and provisions of the Companies Law that apply to public companies such as us.
While our Generation 1.0 system is in various phases of pilot programs with Israeli organizations through which we are demonstrating our technology, we cannot assure that any of these programs or any future generations of our systems will result in subsequent sales of our products.
In addition, while some of our Generation 1.0 and Generation 2.0 systems are in various phases of pilot programs in Israel and abroad through which we are demonstrating our technology, we cannot assure that any of these programs or any future generations of our systems will result in subsequent sales of our products.
If we are unable to satisfy the Nasdaq criteria for maintaining our listing, our securities could be subject to delisting. 19 If Nasdaq does not list our securities, or subsequently delists our securities from trading, we could face significant consequences, including: ● a limited availability for market quotations for our securities; ● reduced liquidity with respect to our securities; ● a determination that our ADSs are a “penny stock,” which will require brokers trading in our ADS to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our ADSs; ● limited amount of news and analyst coverage; and ● a decreased ability to issue additional securities or obtain additional financing in the future.
If Nasdaq does not list our securities, or subsequently delists our securities from trading, we could face significant consequences, including: ● a limited availability for market quotations for our securities; ● reduced liquidity with respect to our securities; ● a determination that our ADSs are a “penny stock,” which will require brokers trading in our ADS to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our ADSs; ● limited amount of news and analyst coverage; and ● a decreased ability to issue additional securities or obtain additional financing in the future. 19 We may have been a “passive foreign investment company”, or PFIC, for U.S. federal income tax purposes in 2023 and may be a PFIC in any subsequent taxable year.
Changes to the way patent applications will be prosecuted could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of any issued patents, all of which could have a material adverse effect on our business and financial condition. 15 Our use of open source software could negatively affect our ability to sell our platform and subject us to possible litigation.
Changes to the way patent applications will be prosecuted could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of any issued patents, all of which could have a material adverse effect on our business and financial condition.
It is difficult to assess at this time the likelihood of success in the opposition. Opposition proceedings in Israel tend to be lengthy and very procedural.
It is difficult to assess at this time the likelihood of success in the opposition. Opposition proceedings in Israel tend to be lengthy and very procedural. We may be subject to claims challenging the inventorship of our intellectual property.
Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its neighboring Arab countries, the Hamas (an Islamist militia and political group that controls the Gaza strip) and the Hezbollah (an Islamist militia and political group based in Lebanon).
Since the establishment of the State of Israel in 1948, a number of armed conflicts have occurred between Israel and its neighboring countries and terrorist organizations active in the region, including Hamas (an Islamist militia and political group in the Gaza Strip) and Hezbollah (an Islamist militia and political group in Lebanon).
Our operations also could be adversely affected if we are unable to effectively hedge against currency fluctuations in the future. 22 Provisions of Israeli law and our amended and restated articles of association may delay, prevent or otherwise impede a merger with, or an acquisition of, our company, which could prevent a change of control, even when the terms of such a transaction are favorable to us and our shareholders.
Provisions of Israeli law and our amended and restated articles of association may delay, prevent or otherwise impede a merger with, or an acquisition of, our company, which could prevent a change of control, even when the terms of such a transaction are favorable to us and our shareholders.
Even if we initially meet the listing requirements and other applicable rules of the Nasdaq, we may not be able to continue to satisfy these requirements and applicable rules.
Even if we initially meet the listing requirements and other applicable rules of the Nasdaq, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the Nasdaq criteria for maintaining our listing, our securities could be subject to delisting.
Actual or perceived political instability in Israel or any negative changes in the political environment, may individually or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations and growth prospects.
Actual or perceived political instability in Israel or any negative changes in the political environment, may individually or in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations and growth prospects. 23 Our operations may be disrupted as a result of the obligation of management or key personnel to perform military service.
Furthermore, the IIA may impose certain conditions on any arrangement under which it permits us to transfer technology or development out of Israel. 24 The transfer of IIA-supported technology or know-how outside of Israel may involve the payment of significant amounts, depending upon the value of the transferred technology or know-how, our research and development expenses, the amount of IIA support, the time of completion of the IIA-supported research project and other factors.
The transfer of IIA-supported technology or know-how outside of Israel may involve the payment of significant amounts, depending upon the value of the transferred technology or know-how, our research and development expenses, the amount of IIA support, the time of completion of the IIA-supported research project and other factors.
Your rights and responsibilities as a shareholder will be governed by Israeli law, which differs in some material respects from the rights and responsibilities of shareholders of U.S. companies. The rights and responsibilities of the holders of our ordinary shares (and therefore indirectly, our ADSs) are governed by our amended and restated articles of association and by Israeli law.
The rights and responsibilities of the holders of our ordinary shares (and therefore indirectly, our ADSs) are governed by our amended and restated articles of association and by Israeli law. These rights and responsibilities differ in some material respects from the rights and responsibilities of shareholders in typical U.S.-based corporations.
If our relationships with suppliers for our SaverOne systems were to terminate or our manufacturing arrangements were to be disrupted, our business could be interrupted. Our SaverOne systems depend on certain third-party technology and we purchase component parts that are used in our products from third-party suppliers, some of whom may compete with us.
Our SaverOne systems depend on certain third-party technology and we purchase component parts that are used in our products from third-party suppliers, some of whom may compete with us.
In Israel, three of our patent applications have been allowed and subsequently opposed by a third-party. We have received the grounds of opposition by the opponent, and we are requested to provide our counter arguments by an extendable deadline of March 31, 2023. It is difficult to assess at this time the likelihood of success in the opposition.
In Israel, three of our patent applications have been allowed and subsequently opposed by a third-party. We have received the grounds of opposition by the opponent, and the proceedings are ongoing. It is difficult to assess at this time the likelihood of success in the opposition. Opposition proceedings in Israel tend to be lengthy and very procedural.
There generally would be negative tax consequences for U.S. taxpayers that are holders of our ADSs or our ordinary shares if we are or were to become a PFIC. 3 Risks Related to Israeli Law and Our Incorporation, Location and Operations in Israel ● We are exposed to fluctuations in currency exchange rates. ● Provisions of Israeli law and our amended and restated articles of association may delay, prevent or otherwise impede a merger with, or an acquisition of, our company, which could prevent a change of control, even when the terms of such a transaction are favorable to us and our shareholders. ● It may be difficult to enforce a judgment of a United States court against us and our officers and directors in Israel or the United States, to assert United States securities laws claims in Israel or to serve process on our officers and directors.
Risks Related to Israeli Law and Our Incorporation, Location and Operations in Israel ● Our headquarters, research and development and other significant operations are located in Israel, and, therefore, our results may be adversely affected by political, economic and military instability in Israel. ● We are exposed to fluctuations in currency exchange rates. ● Provisions of Israeli law and our amended and restated articles of association may delay, prevent or otherwise impede a merger with, or an acquisition of, our company, which could prevent a change of control, even when the terms of such a transaction are favorable to us and our shareholders. ● It may be difficult to enforce a judgment of a United States court against us and our officers and directors in Israel or the United States, to assert United States securities laws claims in Israel or to serve process on our officers and directors.
We are subject to cybersecurity risks to our various systems and software and any material failure, weakness, interruption, cyber event, incident or breach of security could prevent us from effectively operating our business, or may cause harm to our business that may or may not be reparable.
If we cannot demonstrate that such interests will be harmed, we may be unable to prevent our competitors from benefiting from the expertise of our former employees or consultants and our ability to remain competitive may be diminished. 10 We are subject to cybersecurity risks to our various systems and software and any material failure, weakness, interruption, cyber event, incident or breach of security could prevent us from effectively operating our business, or may cause harm to our business that may or may not be reparable.
If any analyst who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our ADSs or ordinary shares price or trading volume to decline. 25 We will incur significant increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives.
If any analyst who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our ADSs or ordinary shares price or trading volume to decline.
In addition to risks related to license requirements, usage of open source software can lead to greater risks than use of third party commercial software, as open source licensors generally do not provide warranties, support, indemnity or assurance of title or controls on origin of the software.
In addition, if the license terms for the open source code change, we may be forced to re-engineer our solutions or incur additional costs to find alternative tools. 16 In addition to risks related to license requirements, usage of open source software can lead to greater risks than use of third party commercial software, as open source licensors generally do not provide warranties, support, indemnity or assurance of title or controls on origin of the software.
In addition, the uncertainties associated with litigation could have a material adverse effect on our ability to raise the funds necessary to continue our research programs, license necessary technology from third parties, or enter into development partnerships that would help us bring our new products to market. 16 Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation.
In addition, the uncertainties associated with litigation could have a material adverse effect on our ability to raise the funds necessary to continue our research programs, license necessary technology from third parties, or enter into development partnerships that would help us bring our new products to market.
We are unable to predict the effect that sales may have on the prevailing market price of our ADSs or our ordinary shares.
We are unable to predict the effect that sales may have on the prevailing market price of our ADSs and our ordinary shares. Holders of ADSs are not ordinary shareholders and must act through the depositary to exercise their rights .
We are unable to determine the extent of the impact of the pandemic on our operations and financial condition going forward. These developments are highly uncertain and unpredictable and may materially adversely affect our financial position and results of operations.
We are unable to determine the extent of the impact of the pandemic on our operations and financial condition going forward.
As a result of the difficulty associated with enforcing a judgment against us in Israel, you may not be able to collect any damages awarded by either a United States or foreign court.
As a result of the difficulty associated with enforcing a judgment against us in Israel, you may not be able to collect any damages awarded by either a United States or foreign court. 22 Our headquarters, research and development and other significant operations are located in Israel, and, therefore, our results may be adversely affected by political, economic and military instability in Israel.
Our current and potential competitors may develop and market new technologies that render our existing or future products obsolete, unmarketable or less competitive (whether from a price perspective or otherwise). We cannot assure you that we will be able to maintain a competitive position or to compete successfully against current and future sources of competition.
Our current and potential competitors may develop and market new technologies that render our existing or future products obsolete, unmarketable or less competitive (whether from a price perspective or otherwise).
Our SaverOne solution may prevent drivers from contacting emergency services when the car is in motion. Our SaverOne solution operates to block non-permitted applications on phones within the driving area while the vehicle is in motion.
If we are unable to reduce our costs in line with industry target cost, our results of operations may be adversely impacted. 12 Our SaverOne solution may prevent drivers from contacting emergency services when the car is in motion. Our SaverOne solution operates to block non-permitted applications on phones within the driving area while the vehicle is in motion.
We may have been a “passive foreign investment company”, or PFIC, for U.S. federal income tax purposes in 2022 and may be a PFIC in any subsequent taxable year. There generally would be negative tax consequences for U.S. taxpayers that are holders of our ADSs or our ordinary shares if we are or were to become a PFIC.
There generally would be negative tax consequences for U.S. taxpayers that are holders of our ADSs or our ordinary shares if we are or were to become a PFIC.
There can be no assurance that future credit and financial market instability and a deterioration in confidence in economic conditions will not occur. Our general business strategy may be adversely affected by any such economic downturn, liquidity shortages, volatile business environment or continued unpredictable and unstable market conditions.
Our general business strategy may be adversely affected by any such economic downturn, liquidity shortages, volatile business environment or continued unpredictable and unstable market conditions.
In any such event, the dollar cost of our operations in Israel would increase and our dollar-denominated results of operations would be adversely affected.
In any such event, the dollar cost of our operations in Israel would increase and our dollar-denominated results of operations would be adversely affected. Our operations also could be adversely affected if we are unable to effectively hedge against currency fluctuations in the future.
If any analyst who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline. 21 Our business, operating results and growth rates may be adversely affected by current or future unfavorable economic and market conditions and adverse developments with respect to financial institutions and associated liquidity risk.
If any analyst who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline.
They will therefore be able to exert significant control over matters submitted to our shareholders for approval. ● Holders of ADSs are not ordinary shareholders and must act through the depositary to exercise their rights. ● We may have been a “passive foreign investment company”, or PFIC, for U.S. federal income tax purposes in 2022 and may be a PFIC in any subsequent taxable year.
Risks Related to the Ownership of our ADSs or Our Ordinary Shares ● Sales of a substantial number of ADSs representing our ordinary shares in the public market by our existing shareholders could cause our share price to fall. ● Holders of ADSs are not ordinary shareholders and must act through the depositary to exercise their rights. ● We may have been a “passive foreign investment company”, or PFIC, for U.S. federal income tax purposes in 2023 and may be a PFIC in any subsequent taxable year.
As a result, our business is entirely dependent on our ability to complete the development of, and to successfully commercialize, our SaverOne systems. The process of development and commercialization is long, complex, costly and uncertain of outcome.
As a result, our business is primarily dependent on our ability to successfully commercialize and further develop our SaverOne systems. The process of commercialization and development is long, complex, costly and uncertain of outcome. While we have started to commercialize our SaverOne systems, we have not yet generated significant revenues from such sales and our operations.
While we have commenced commercialization efforts of our Generation 1.0 and 2.0 systems, we have not generated any significant revenue since our inception. Our ability to generate revenue and achieve profitability depends on our ability to successfully complete the development of, and to commercialize, our products.
We have not generated any significant revenue from the sale of our current products and may never be profitable. While we have commenced commercialization efforts of our Generation 1.0 and 2.0 systems, we have not generated any significant revenue since our inception.
The impact of these events could also make it more difficult for us to attract and retain qualified personnel to serve on our board of directors, our board committees, or as executive officers. The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures.
The impact of these events could also make it more difficult for us to attract and retain qualified personnel to serve on our board of directors, our board committees, or as executive officers. 25 We have identified a material weakness in our internal control over financial reporting, and we may not be able to successfully implement remedial measures.
We have experienced net losses in every period since our inception. We incurred net losses of NIS 25 million (approximately $7.1 million), NIS 26.5 million (approximately $7.5 million) and NIS 13.6 million (approximately $3.9 million) for the years ended December 31, 2022, 2021 and 2020, respectively.
We incurred 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).
We may not be able to successfully manage our planned growth and expansion. We expect to continue to make investments in our SaverOne systems in development.
As a result, any of our products may be rendered obsolete or uneconomical by our or others’ technological advances. We may not be able to successfully manage our planned growth and expansion. We expect to continue to make investments in our SaverOne systems in development and that we have begun to commercialize.
Ongoing and revived hostilities or other Israeli political or economic factors, such as, an interruption of operations at the Tel Aviv airport, could prevent or delay shipments of our components or products. 23 Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions, could harm our results of operations and the market price of our ordinary shares, and could make it more difficult for us to raise capital.
Any hostilities, armed conflicts, terrorist activities involving Israel or the interruption or curtailment of trade between Israel and its trading partners, or any political instability in the region could adversely affect business conditions and our results of operations and could make it more difficult for us to raise capital and could adversely affect the market price of our ordinary share.
If we are unable to reduce our costs in line with industry target cost, our results of operations may be adversely impacted. 12 Any resurgence of the COVID-19 pandemic could adversely affect our business, financial condition and results of operations. In late 2019, a novel strain of COVID-19, also known as coronavirus, was reported in Wuhan, China.
Any resurgence of the COVID-19 pandemic could adversely affect our business, financial condition and results of operations. In late 2019, a novel strain of COVID-19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largely concentrated in China, it spread to countries across the globe, including in Israel and the United States.
The inability to recruit and retain qualified personnel, or the loss of the services of our executive officers, without proper replacement, may impede the progress of our development and commercialization objectives. 10 Under applicable employment laws, we may not be able to enforce covenants not to compete and therefore may be unable to prevent our competitors from benefiting from the expertise of some of our former employees.
The inability to recruit and retain qualified personnel, or the loss of the services of our executive officers, without proper replacement, may impede the progress of our development and commercialization objectives.
Our commercial insurance does not cover losses that may occur as a result of an event associated with the security situation in the Middle East.
If the war extends for a long period of time or expands to other fronts, such as Lebanon, Syria and the West Bank, our operations may be adversely affected. Our commercial insurance does not cover losses that may occur as a result of an event associated with the security situation in the Middle East.
We expect to take a number of measures to address the material weaknesses 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. See “Item 5.A.
Further, we expect to take a number of measures to address the material weaknesses that have been identified including establishing effective monitoring and oversight controls. See “Item 5.A.
If we are unable to obtain funding on a timely basis, we may be required to significantly curtail, delay or discontinue one or more of our research or development programs or the commercialization of our SaverOne systems or be unable to expand our operations or otherwise capitalize on our business opportunities, as desired, which could materially affect our business, financial condition and results of operations. 5 Our audited financial statements for the year ended December 31, 2022 contained an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern, which could prevent us from obtaining new financing on reasonable terms or at all.
If we are unable to obtain funding on a timely basis, we may be required to significantly curtail, delay or discontinue one or more of our research or development programs or the commercialization of our SaverOne systems or be unable to expand our operations or otherwise capitalize on our business opportunities, as desired, which could materially affect our business, financial condition and results of operations. 5 Risks Related to Our Business and Industry We are currently in the early commercialization stage and we depend entirely on the success of our current SaverOne systems that we have started to commercialize and that we may further develop.
Such ESG matters may also impact our third-party contract manufacturers and other third parties on which we rely, which may augment or cause additional impacts on our business, financial condition, or results of operations. 13 Risks Related to Our Intellectual Property If we are unable to obtain and maintain effective intellectual property rights for our products, we may not be able to compete effectively in our markets.
These developments are highly uncertain and unpredictable and may materially adversely affect our financial position and results of operations. 13 Risks Related to Our Intellectual Property If we are unable to obtain and maintain effective intellectual property rights for our products, we may not be able to compete effectively in our markets.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeFuso will advertise, promote, and install our SaverOne solution to users in New Zealand and Australia, for a period of at least 2 years, which will renew automatically for successive 1 year terms unless otherwise terminated by the parties. 37 In January 2023, we entered into a collaboration with Colmobil, one of the largest car and truck importers in Israel and official importer for Mercedes-Benz, Mitsubshi & Hyundai vehicles into Israel, for the sale and installation of the SaverOne System into vehicles that it leases to its customers.
Biggest changeThe collaboration will be spread over 3 years. ● In January 2023, we entered into a collaboration with Colmobil, one of the largest car and truck importers in Israel and official importer for Mercedes-Benz, Mitsubshi & Hyundai vehicles into Israel, for the sale and installation of the SaverOne System into vehicles that it leases to its customers. ● In July 2023, we announced that following a successful trial on a portion of its fleet in 2022, Cemex Israel, the Israeli subsidiary of the global Cemex Group, decided to install SaverOne's technology across its entire employee car fleet and trucks. ● In January 2024, we announced that, following a successful trial period, our DDPS will be installed across Strauss’ Group’s entire fleet in Israel.
Manufacturing We are performing our production in Flextronics Ltd., or Flex, the fourth largest electronic manufacturing services contractor in the world. Flex’s Israeli branch currently manufactures the SaverOne system under purchase orders from time to time according to an agreed upon pricing arrangement and other terms for our Generation 1.0 and 2.0. SaverOne solutions.
Manufacturing We are performing our production in Flex Ltd., or Flex, the fourth largest electronic manufacturing services contractor in the world. Flex’s Israeli branch currently manufactures the SaverOne system under purchase orders from time to time according to an agreed upon pricing arrangement and other terms for our Generation 1.0 and 2.0. SaverOne solutions.
In addition, poor lightning conditions (e.g., during nighttime) also affect its performance and ability to accurately detect the VRUs. 34 Many of our current and potential competitors have longer operating histories and more extensive name recognition than we have and may also have greater financial, marketing, manufacturing, distribution and other resources than we have.
In addition, poor lightning conditions (e.g., during nighttime) also affect its performance and ability to accurately detect the VRUs. Many of our current and potential competitors have longer operating histories and more extensive name recognition than we have and may also have greater financial, marketing, manufacturing, distribution and other resources than we have.
Our policy is to pursue, maintain and defend intellectual property rights developed internally and to protect the technology, inventions and improvements that are commercially important to the development of our business. Out IP portfolio cover various technological aspects of the solution to protect the solution technical and functional innovations.
Our policy is to pursue, maintain and defend intellectual property rights developed internally and to protect the technology, inventions and improvements that are commercially important to the development of our business. Our IP portfolio cover various technological aspects of the solution to protect the solution technical and functional innovations.
We have a growing portfolio consisting of four distinct patent families spanning between them 11 patent applications pending in: the United States, the European Patent Office, Israel, China, and the World Intellectual Property Office (WIPO). In Addition, we have five patents already registered in the United States and in China.
We have a growing portfolio consisting of five distinct patent families spanning between them 11 patent applications pending in: the United States, the European Patent Office, Israel, China, and the World Intellectual Property Office (WIPO). In Addition, we have five patents already registered in the United States and in China.
Since the development of our OEM solution is still in an early stage, it is too early to estimate the cost of development. We are also developing a solution for detection of VRUs based on our second-generation technology.
Since the development of our OEM solution is still in an early stage, it is too early to estimate the cost of development. 27 We are also developing a solution for detection of VRUs based on our second-generation technology.
The SaverOne system currently has achieved safety and radiation certifications from Hermon Laboratories, an internationally approved testing and certification lab. SaverOne’s solution is certified for operating in Israel, the United States, Europe and Japan. These certifications assure that SaverOne product complies with the regulations/legislations in these countries/regions. 29 Market Opportunity DDPS System Motor vehicles are omnipresent throughout the world.
The SaverOne system currently has achieved safety and radiation certifications from Hermon Laboratories, an internationally approved testing and certification lab. SaverOne’s solution is certified for operating in Israel, the United States, Europe and Japan. These certifications assure that SaverOne product complies with the regulations/legislations in these countries/regions. 28 Market Opportunity DDPS System Motor vehicles are omnipresent throughout the world.
We consider that our current office space is sufficient to meet our anticipated needs for the foreseeable future and is suitable for the conduct of our business.
We consider that our current office space is sufficient to meet our anticipated needs for the foreseeable future and is suitable for the conduct of our business. 37
For private vehicles, the permitted applications could be controlled by a third party, such as a parent, guardian or an insurance company that could offer incentives for compliance with the product. 33 VRU System We are also developing a solution for detection of VRUs based on our second-generation technology.
For private vehicles, the permitted applications could be controlled by a third party, such as a parent, guardian or an insurance company that could offer incentives for compliance with the product. 31 VRU System We are also developing a solution for detection of VRUs based on our second-generation technology.
Opposition proceedings in Israel tend to be lengthy and very procedural. 39 We cannot be certain that patents will be granted with respect to any of our pending patent applications or with respect to any patent applications filed by us in the future, nor can we be sure that any of our existing patents or any patents granted to us in the future will be commercially useful in protecting our technology.
Opposition proceedings in Israel tend to be lengthy and very procedural. 35 We cannot be certain that patents will be granted with respect to any of our pending patent applications or with respect to any patent applications filed by us in the future, nor can we be sure that any of our existing patents or any patents granted to us in the future will be commercially useful in protecting our technology.
File status Expiration date 1 USA 22-06-2015 15/314,295 System and methods to facilitate safe driving (Estimated location is by machine learning) 10075581 Registered 22-06-2035 2 USA 02-08-2018 16/053,318 System and methods to facilitate safe driving (Multiple sensors; channel fingerprinting) 10412212 Registered 22-06-2035 3 USA 25-07-2019 16/522,178 System and methods to facilitate safe driving (Idle mode - parking) 10686929 Registered 22-06-2035 4 USA 05-05-2020 16/867,276 System and methods to facilitate safe driving (Idle mode - general) N/A Pending N/A 5 Israel 22-06-2015 249154 System and methods to facilitate safe driving (Estimated location is by machine learning) N/A Opposed N/A 6 Israel 22-06-2015 276389 System and methods to facilitate safe driving (Partial blocking of functionality) N/A Opposed N/A 7 Israel 22-06-2015 280305 System and methods to facilitate safe driving (Idle mode - parking) N/A Opposed N/A 8 Europe 22-06-2015 15811688.9 System and methods to facilitate safe driving (Machine learning + channel fingerprinting) N/A Pending N/A 9 China 22-06-2015 CN201580033519.2 System and methods to facilitate safe driving (Estimated location is by machine learning) CN106464747B Registered 22-06-2035 10 USA 28-11-2016 16/064,109 System and Methods of Locating Wireless Devices in a Volume (antenna Scanning) 10,557,917 Registered 28-11-2036 11 USA 28-11-2016 16/740,696 System and Methods of Locating Wireless Devices in a Volume (reference PDFs bank) N/A Pending N/A 12 Europe 28-11-2016 16815965.5 System and Methods of Locating Wireless Devices in a Volume (antenna Scanning) EP3374784 Registered 28-11-2036 13 China 28-11-2016 2016800753516.00 System and Methods of Locating Wireless Devices in a Volume (antenna Scanning) CN108474832B Registered 28-11-2036 14 Israel 28-11-2016 259933 System and Methods of Locating Wireless Devices in a Volume (antenna Scanning) N/A Allowed N/A 15 PCT 23-09-2021 PCT/IL2021/051160 A system, method and unit to scan communication channels N/A Pending N/A 16 USA 28-02-2022 17/681,957 Managing access to an application on a smartphone via a Bluetooth channel N/A Pending N/A 17 PCT 27-02-2023 PCT/IL2023/050205 Managing access to software applications on a mobile communication device via a phone location unit N/A Pending N/A 18 USA 24-02-2022 17/679,208 System and method for advanced classification of cellphone based on sensor fusion N/A Pending N/A 19 USA 24-02-2022 17/679,204 System and method for determining user-cellphone interaction based on sensor fusion N/A Pending N/A 20 USA 24-02-2022 17/679,210 System and method for calibration and maintenance of a cellphone localization system within enclosed volume N/A Pending N/A 21 PCT 20-02-2023 PCT/IL2023/050176 Classifying an operational mode of mobile communication devices or an event related to the communication between them N/A Pending N/A 40 Research and Development Our investment in research and development is critical to driving our future growth.
File status Expiration date 1 USA 22-06-2015 15/314,295 System and methods to facilitate safe driving (Estimated location is by machine learning) 10075581 Registered 22-06-2035 2 USA 02-08-2018 16/053,318 System and methods to facilitate safe driving (Multiple sensors; channel fingerprinting) 10412212 Registered 22-06-2035 3 USA 25-07-2019 16/522,178 System and methods to facilitate safe driving (Idle mode - parking) 10686929 Registered 22-06-2035 4 USA 05-05-2020 16/867,276 System and methods to facilitate safe driving (Idle mode - general) 11889015 Registered 22-06-2035 5 Israel 22-06-2015 249154 System and methods to facilitate safe driving (Estimated location is by machine learning) N/A Opposed N/A 6 Israel 22-06-2015 276389 System and methods to facilitate safe driving (Partial blocking of functionality) N/A Opposed N/A 7 Israel 22-06-2015 280305 System and methods to facilitate safe driving (Idle mode - parking) N/A Opposed N/A 8 Europe 22-06-2015 15811688.9 System and methods to facilitate safe driving (Machine learning + channel fingerprinting) N/A Pending N/A 9 China 22-06-2015 CN201580033519.2 System and methods to facilitate safe driving (Estimated location is by machine learning) CN106464747B Registered 22-06-2035 10 USA 28-11-2016 16/064,109 System and Methods of Locating Wireless Devices in a Volume (antenna Scanning) 10,557,917 Registered 28-11-2036 11 USA 28-11-2016 16/740,696 System and Methods of Locating Wireless Devices in a Volume (reference PDFs bank) N/A Pending N/A 12 Europe 28-11-2016 16815965.5 System and Methods of Locating Wireless Devices in a Volume (antenna Scanning) EP3374784 Registered 28-11-2036 13 China 28-11-2016 2016800753516.00 System and Methods of Locating Wireless Devices in a Volume (antenna Scanning) CN108474832B Registered 28-11-2036 14 Israel 28-11-2016 259933 System and Methods of Locating Wireless Devices in a Volume (antenna Scanning) N/A Allowed N/A 15 USA 23-09-2021 18/188,783 A system, method and unit to scan communication channels N/A Pending N/A 16 Europe 23-09-2021 21806407.9 A system, method and unit to scan communication channels N/A Pending N/A 17 Israel 23-09-2021 301537 A system, method and unit to scan communication channels N/A Pending N/A 18 USA 28-02-2022 17/681,957 Managing access to an application on a smartphone via a Bluetooth channel N/A Pending N/A 19 PCT 27-02-2023 PCT/IL2023/050205 Managing access to software applications on a mobile communication device via a phone location unit N/A Pending N/A 20 USA 24-02-2022 17/679,208 System and method for advanced classification of cellphone based on sensor fusion N/A Pending N/A 21 USA 24-02-2022 17/679,204 System and method for determining user-cellphone interaction based on sensor fusion N/A Pending N/A 22 USA 24-02-2022 17/679,210 System and method for calibration and maintenance of a cellphone localization system within enclosed volume N/A Pending N/A 23 PCT 20-02-2023 PCT/IL2023/050176 Classifying an operational mode of mobile communication devices or an event related to the communication between them N/A Pending N/A 36 Research and Development Our investment in research and development is critical to driving our future growth.
The second-generation DDPS product, which was released in the fourth quarter of 2022, replaced Generation 1.0 which we are phasing 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.
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.
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 OEM product targeting vehicle manufacturers which is in development.
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.
ITEM 4. INFORMATION ON THE COMPANY A. History and Development of the Company 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 RF Signals.
ITEM 4. INFORMATION ON THE COMPANY A. History and Development of the Company 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.
SaverOne’s VRU technology significantly enhances the performance of current ADAS sensors (i.e. camera, lidar and radar) through its superior abilities to deal with NLoS hazards, adverse weather conditions and low-visibility. SaverOne’s solution is designed to detect VRUs ahead of the vehicle, providing the driver enough time to avoid and prevent collisions.
SaverOne’s VRU technology significantly enhances the performance of current ADAS sensors (i.e. camera, lidar and radar) through its superior abilities to deal with non-line of sight, or NLoS, hazards, adverse weather conditions and low-visibility. SaverOne’s solution is designed to detect VRUs ahead of the vehicle, providing the driver enough time to avoid and prevent collisions.
The first is an In Cabin DDPS which comprises an aftermarket product for vehicles (i.e. vehicles already supplied to customers) that is in a commercial phase and an OEM product targeting vehicle manufacturers which is in development. The second is an ADAS product that detects VRUs that provides warning to the vehicle regarding potential collision.
The first is an In Cabin 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 ADAS product that detects VRUs and provides warning to the vehicle regarding potential collision.
We expended approximately NIS 21.5 million (approximately $6.1 million) on research and development in 2022, and NIS 18.8 million (approximately $5.3 million) in 2021. Our investment in research and development reflects the following: internal research and development programs, pilot programs, engineering efforts that incorporate customer feedback into continuous improvement efforts for our products.
We expended approximately NIS 22.9 (approximately $6.3 million) on research and development in 2023, NIS 21.5 million (approximately $6.1 million) in 2022, and NIS 18.9 million (approximately $5.3 million) in 2021. Our investment in research and development reflects the following: internal research and development programs, pilot programs, engineering efforts that incorporate customer feedback into continuous improvement efforts for our products.
Sales and Marketing We are currently engaged in a campaign to promote our SaverOne system in selected jurisdictions around the world. Our pre-commercialization efforts mainly entail pilot programs and collaborations with what we believe are potential strategic partners and customers.
We are currently engaged in a campaign to promote our SaverOne system in selected jurisdictions around the world. Our previous efforts mainly entail pilot programs and collaborations with what we believe are potential strategic partners and customers.
The increasing demand for safety and security in automobiles is the main factor driving the market’s growth, as according to Mordor Intelligence. Strategy Our objective is to develop and commercialize technologies and applications designed to save lives by preventing car accidents, by detecting, analyzing and locating cellular phone RF Signals. We are targeting two business segments.
The increasing demand for safety and security in automobiles is the main factor driving the market’s growth, as according to Mordor Intelligence. 29 Strategy Our objective is to develop and commercialize technologies and applications designed to save lives by preventing car accidents, by detecting, analyzing and locating cellular phone RF Signals.
The second is an ADAS product that detects vulnerable road users, or VRUs, that provides warning to the vehicle regarding potential collision. We were incorporated in Israel on November 16, 2014 under the name Saverone 2014 Ltd. Our principal executive offices are located at Em Hamoshavot Rd. 94, Petah Tikvah, 4970602 Israel. Our telephone number in Israel is +972-39094177.
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. We were incorporated in Israel on November 16, 2014 under the name Saverone 2014 Ltd. Our principal executive offices are located at Em Hamoshavot Rd. 94, Petah Tikvah, 4970602 Israel.
As of March 31, 2023, we have conducted, or are in the process of conducting, more than 40 pilot programs for the evaluations of our solution. These pilots and collaborations allow the customers to test and evaluate the performance of our technology.
As of March 22, 2024, we have conducted, or are in the process of conducting, more than 90 pilot programs for the evaluations of our solution. These pilots and collaborations allow the customers to test and evaluate the performance of our technology.
All of our employment and consulting agreements include employees’ and consultants’ undertakings with respect to non-competition and assignment to us of intellectual property rights developed in the course of employment and confidentiality. The enforceability of such provisions is limited by Israeli law.
We believe that we maintain good relations with all of our employees. All of our employment and consulting agreements include employees’ and consultants’ undertakings with respect to non-competition and assignment to us of intellectual property rights developed in the course of employment and confidentiality. The enforceability of such provisions is limited by Israeli law.
Legal Proceedings From time to time, we may be involved in various claims and legal proceedings relating to claims arising out of our operations. In Israel, three of our patent applications have been allowed and subsequently opposed by a third-party.
Legal Proceedings From time to time, we may be involved in various claims and legal proceedings relating to claims arising out of our operations. In Israel, three of our patent applications have been allowed and subsequently opposed by a third-party. We have received the grounds of opposition by the opponent, and the proceedings are ongoing.
During the fourth quarter of 2021, we successfully completed a demonstration of our solution at IVECO’s headquarters in Italy and during the fourth quarter of 2022, we entered into a memorandum of understanding with IVECO for integrating its solution within IVECO trucks.
During the fourth quarter of 2021, we successfully completed a demonstration of our solution at IVECO’s headquarters in Italy and during the fourth quarter of 2022, we entered into a memorandum of understanding with IVECO for integrating its solution within IVECO trucks. We expect to start the integration of SaverOne technology in IVECO’s trucks during 2024.
Accordingly, we entered into an agreement with IVECO with towards integrating our technology as an integral part of the safety system in IVECO vehicles worldwide.
Accordingly, we started collaborating with IVECO towards integrating our technology as an integral part of the safety system in IVECO vehicles worldwide.
We intend to approach regulators around the globe such as the United Nations Economic Commission for Europe (UN-ECE) and the NHTSA in the US, in order to present the SaverOne solution, which we believe will help advance broad adoption of regulations that will require vehicles to implement our solution. 31 We are currently engaged in a campaign to promote our SaverOne system in selected jurisdictions around the world.
We intend to approach regulators around the globe such as the United Nations Economic Commission for Europe (UN-ECE) and the NHTSA in the US, in order to present the SaverOne solution, which we believe will help advance broad adoption of regulations that will require vehicles to implement our solution.
Our previous efforts mainly entail pilot programs and collaborations with what we believe are potential strategic partners and customers. As of March 31, 2023, we have conducted, or are in the process of conducting, more than 40 pilot programs for the evaluations of our solution.
Our pre-commercialization efforts mainly entail pilot programs and collaborations with what we believe are potential strategic partners and customers. As of March 22, 2024, we have conducted, or are in the process of conducting, more than 90 pilot programs for the evaluations of our solution.
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 NHTSA’s guidelines for a complete solution for distracted driving.
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.
The commercial orders are priced based on negotiations with individual customers, and then a small discount is added (this discount differs from the 25-40% discount we offer for our pilot program installations).
In addition, we have commercial orders for about 1,430 systems, in addition to these installations. The commercial orders are priced based on negotiations with individual customers, and then a small discount is added (this discount differs from the 25-40% discount we offer for our pilot program installations).
We intend to build a global commercial infrastructure to support the commercialization of our products. During the fourth quarter of 2022, we released our Generation 2.0 solution for sale. We are targeting the global aftermarket automobile market starting with the U.S. and Europe.
During the fourth quarter of 2022, we released our Generation 2.0 solution for sale. We are targeting the global aftermarket automobile market starting with the U.S. and Europe.
The EU Regulatory Committee on Driver Distraction aims to promote regulations that oblige OEMs that launch new vehicle models in the EU starting from July 2024 to integrate solutions into the vehicle systems that will tackle driver distraction. From July 2026, the integration of driver distraction systems will become a requirement for all new vehicles sold in the EU.
The EU Regulatory Committee on Driver Distraction aims to promote regulations that oblige OEMs that launch new vehicle models in the EU starting from July 2024 to integrate solutions into the vehicle systems that will tackle driver distraction.
These fatalities at intersections represent 27% of the total of 38,824 road traffic deaths recorded in 2020. 30 According to global market research firm Lucintel, emerging trends, which have a direct impact on the dynamics of the industry, include increasing usage of sensors in ADAS application, development of advanced magnetic position sensors in electric power steering application, advancement of silicon-based sensors and development of wireless sensing for automotive application.
According to global market research firm Lucintel, emerging trends, which have a direct impact on the dynamics of the industry, include increasing usage of sensors in ADAS application, development of advanced magnetic position sensors in electric power steering application, advancement of silicon-based sensors and development of wireless sensing for automotive application.
According to data from the NHTSA, in 2020 there were 10,626 traffic fatalities in the United States at roadway intersections, including 1,674 pedestrian and 355 bicyclist fatalities.
According to data from the NHTSA, in 2020 there were 10,626 traffic fatalities in the United States at roadway intersections, including 1,674 pedestrian and 355 bicyclist fatalities. These fatalities at intersections represent 27% of the total of 38,824 road traffic deaths recorded in 2020.
As of March 31, 2023, about 3,200 systems have been ordered (which includes about 800 systems ordered as part of our ongoing Generation 1.0 pilot program and over 2,400 systems purchased in commercial orders by our Generation 1.0 customers) and over 1,700 of these systems have been installed.
As of March 22, 2024, about 4,600 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 3,750 systems purchased in commercial orders by our Generation 1.0 and Generation 2.0 customers) and about 3,200 of these systems have been installed.
The pilot customers are offered a reduced price on their SaverOne system installations (usually 25% - 40% of our listed price) and enjoy full operational support from our technical team at no additional cost.
The pilot customers are offered a reduced price on their SaverOne system installations (usually 25% - 40% of our listed price) and enjoy full operational support from our technical team at no additional cost. Commercial Agreements To date, we have installed about 2,250 SaverOne systems pursuant to commercial orders.
As of March 31, 2023, we have installed about 800 systems in large fleets in Israel as part of pilot programs and more than 900 SaverOne systems pursuant to commercial orders. In addition, we have commercial orders for over 1,500 systems, in addition to these installations.
As of March 22, 2024, we have installed about 950 systems in large fleets in Israel as part of pilot programs and more than 2,250 SaverOne systems pursuant to commercial orders. In addition, we have commercial orders for about 1,430 systems, in addition to these installations.
In February 2022, we signed a collaboration agreement with the Ramot Insurance Group, or Ramot. As part of the collaboration, Ramot will create a unique insurance package for its customers who will install SaverOne systems in Ramot’s commercial vehicles. The collaboration has allocated 2,100 SaverOne systems to Ramot and its customers. The collaboration will be spread over 3 years.
As part of the collaboration, Ramot will create a unique insurance package for its customers who will install SaverOne systems in Ramot’s commercial vehicles. The collaboration has allocated 2,100 SaverOne systems to Ramot and its customers.
Regardless of any royalty payment, we are further required to comply with the requirements of the Research Law, with respect to those past grants.
With respect to such grants, we are committed to pay certain royalties up to the total grant amount. Regardless of any royalty payment, we are further required to comply with the requirements of the Research Law, with respect to those past grants.
As part of our collaboration with Eye-Net, we plan to present the Eye-Net Protect Solution (as more fully described below) to certain companies with which we have business relations, in exchange for a 10% share in the revenues from these transactions. 35 We have achieved a number of significant milestones to date, which include: Pilot Programs We have installed about 800 systems in large fleets in Israel as part of our pilot programs.
As part of our collaboration with Eye-Net, we plan to present the Eye-Net Protect Solution (as more fully described below) to certain companies with which we have business relations, in exchange for a 10% share in the revenues from these transactions.
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.
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 website address is https://saver.one/. Information contained on or accessible through our website is not a part of this Annual Report on Form 20-F, and the inclusion of our website address herein is an inactive textual reference only. Puglisi & Associates, or Puglisi, serves as our authorized representative in the United States for certain limited matters.
Our telephone number in Israel is +972-39094177. Our website address is https://saver.one/. Information contained on or accessible through our website is not a part of this Annual Report on Form 20-F, and the inclusion of our website address herein is an inactive textual reference only.
Our senior management, directors, and principal shareholders will be exempt from the requirements to report transactions in our equity securities and from the short-swing profit liability provisions contained in Section 16 of the Exchange Act.
Our senior management, directors, and principal shareholders will be exempt from the requirements to report transactions in our equity securities and from the short-swing profit liability provisions contained in Section 16 of the Exchange Act. As a foreign private issuer, we will also not be subject to the requirements of Regulation FD (Fair Disclosure) promulgated under the Exchange Act. B.
The first is the DDPS which targets two product lines: an aftermarket product that is in a commercial phase, and an OEM product which is in development. The second business segment is the ADAS segment for which we offer a sensor that is dealing with the detection of VRUs by providing a warning to the vehicle regarding potential collision.
The second business segment is the ADAS segment for which we offer a sensor that is dealing with the detection of VRUs by providing a warning to the vehicle regarding potential collision.
In addition, the study found that the risk of accidents by frequently distracted drivers, is six times higher than that of a driver who is not distracted at all. The total societal and economic costs of distracted driving crashes in the United States was estimated at $871 billion.
In addition, the study found that the risk of accidents by frequently distracted drivers, is six times higher than that of a driver who is not distracted at all.
We have received the grounds of opposition by the opponent, and we are requested to provide our counter arguments by an extendable deadline of March 31, 2023. It is difficult to assess at this time the likelihood of success in the opposition.
We have received the grounds of opposition by the opponent, and the proceedings are ongoing. It is difficult to assess at this time the likelihood of success in the opposition.
Our current and potential competitors may develop and market new technologies that render our existing or future products obsolete, unmarketable or less competitive (whether from a price perspective or otherwise). We cannot assure you that we will be able to maintain a competitive position or to compete successfully against current and future sources of competition.
Our current and potential competitors may develop and market new technologies that render our existing or future products obsolete, unmarketable or less competitive (whether from a price perspective or otherwise).
Our research and development expenses are highly dependent on the development phases of our products associated with our development projects and therefore may fluctuate highly from quarter to quarter. Grants from the Israel Innovation Authority Our research and development efforts are financed in part through royalty-bearing grants from the Israeli Innovations Authority, or the IIA.
Our research and development expenses are highly dependent on the development phases of our products associated with our development projects and therefore may fluctuate highly from quarter to quarter.
Eye-Net Protect is an intuitive mobile application that provides real-time pre-collision alerts to drivers. During 2021, the Italian truck manufacturer Iveco S.p.A, or IVECO, one of the largest truck manufacturers in Europe, requested the company to examine the integration of our SaverOne solution into its trucks.
A number of our strategic agreements in Europe include: ● During 2021, the Italian truck manufacturer Iveco S.p.A, or IVECO, one of the largest truck manufacturers in Europe, requested the company to examine the integration of our SaverOne solution into its trucks.
Our Phone Location Unit (a unit that is concealed under the vehicle’s dashboard) runs statistical algorithms that can evaluate the location of a mobile devices in the vehicle, based on various algorithms (e.g. relative strength of the signals received from the mobile device). 32 Any driver that enters a vehicle equipped with SaverOne system has to install our SaverOne mobile application in their phone in order to operate the vehicle without triggering one of the main safety features of the system: its alarm function.
Our Phone Location Unit (a unit that is concealed under the vehicle’s dashboard) runs statistical algorithms that can evaluate the location of a mobile devices in the vehicle, based on various algorithms (e.g. relative strength of the signals received from the mobile device).
We are an emerging growth company, as defined in Section 2(a) of the Securities Act, as implemented under the JOBS Act.
The contents of our website are not, however, a part of this Annual Report on Form 20-F. 26 We are an emerging growth company, as defined in Section 2(a) of the Securities Act, as implemented under the JOBS Act.
The information we post through this channel may be deemed material. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls and webcasts. The contents of our website are not, however, a part of this Annual Report on Form 20-F.
We use our website (https://saver.one/), LinkedIn (https://www.linkedin.com/company/saver1) and Facebook (https://www.facebook.com/Saver.One.Official/) as channels of distribution of Company information. The information we post through this channel may be deemed material. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls and webcasts.
For more information, please see “Pilot Programs” below. Our Product DDPS System In developing the SaverOne DDPS system, we sought out to accomplish the criteria set forth by the NHTSA in its August 2019 report. Accordingly, the SaverOne system: 1. Disables the use of distracting and potentially life-threatening applications for the driver; 2.
From July 2026, the integration of driver distraction systems will become a requirement for all new vehicles sold in the EU. 30 For more information, please see “Pilot Programs” below. Our Product DDPS System In developing the SaverOne DDPS system, we sought out to accomplish the criteria set forth by the NHTSA in its August 2019 report.
Does not require the driver’s cooperation; and 3. Distinguishes between a device in the driver’s area and devices in other areas of the vehicle, so that only a device in the driver’s area is affected. Our solution utilizes sensors that we place in the vehicle in a concealed manner to detect the positioning of any mobile device in the vehicle.
Our solution utilizes sensors that we place in the vehicle in a concealed manner to detect the positioning of any mobile device in the vehicle.
Puglisi’s address is 850 Library Avenue, Newark, Delaware 1971. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at http://sec.gov. We use our website (https://saver.one/), LinkedIn (https://www.linkedin.com/company/saver1) and Facebook (https://www.facebook.com/Saver.One.Official/) as channels of distribution of Company information.
Puglisi & Associates, or Puglisi, serves as our authorized representative in the United States for certain limited matters. Puglisi’s address is 850 Library Avenue, Newark, Delaware 1971. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at http://sec.gov.
As of March 31, 2023, we have installed about 800 systems in large fleets in Israel as part of pilot programs and more than 900 SaverOne systems pursuant to commercial orders. In addition, we have commercial orders for over 1,500 systems, in addition to these installations.
As of March 22, 2024, we have installed about 950 systems in large fleets in Israel as part of pilot programs and about 2,250 SaverOne systems pursuant to commercial orders. In addition, we have commercial orders for about 1,430 systems, in addition to these installations. We intend to build a global commercial infrastructure to support the commercialization of our products.
The ramifications of mobile phone distracted driving exceed the bounds of just physical damage, as they can be exceedingly costly for drivers as well. For example, expressed on a per death basis, the cost of all motor-vehicle crashes (fatal, nonfatal injury, and property damage) was $11,880,000 according to the NSC .
For example, expressed on a per death basis, the cost of all motor-vehicle crashes (fatal, nonfatal injury, and property damage) was $11,880,000 according to the NSC. In addition, the total societal and economic costs of distracted driving crashes in the United States was estimated at $871 billion according to the NHTSA.
We expect to integrate SaverOne technology in IVECO’s trucks during 2023 with full scale up in IVECO’s new and existing vehicles expected to take place in 2024. In addition, we have agreed with IVECO to examine the implementation of the SaverOne system on IVECO’s buses in the future.
In addition, we have agreed with IVECO to examine the implementation of the SaverOne system on IVECO’s buses in the future.
Property, Plant and Equipment Our main business activities are conducted in Israel. Our corporate headquarters are located at Em Hamoshavot Rd. 94. Petah Tikvah, Israel, where we currently occupy approximately 495 square meters. We lease our facilities and our lease ends on April 30, 2024. Our current monthly rent payment is NIS 40,000 (approximately $12,000).
Petah Tikvah, Israel, where we currently occupy approximately 495 square meters. We lease our facilities and our lease ends on June 30, 2027. Our current monthly rent payment is NIS 49,000 (approximately $13,500).
This problem of distracted driving extends to Australia as well, where one-quarter of drivers admitted to using their phone while driving.
This problem of distracted driving extends to Australia as well, where one-quarter of drivers admitted to using their phone while driving. As of the first quarter of 2023, there are estimated to be approximately 286 million cars and trucks on the road in the United States and approximately 339 million cars and trucks on the road in Europe.
In addition, the total societal and economic costs of distracted driving crashes in the United States was estimated at $871 billion according to the NHTSA. Specifically with regard to commercial vehicle crashes, the average total costs of commercial motor vehicle crashes for the years of 2012-2015 was over $11 billion per year according to the FMCSA.
Specifically with regard to commercial vehicle crashes, the average total costs of commercial motor vehicle crashes for the years of 2012-2015 was over $11 billion per year according to the FMCSA. Accordingly, we believe that there is a tremendous financial incentive for a solution to this grave problem.
We do not believe that these requirements will materially restrict us in any way. Employees As of December 31, 2022, we employed or engaged approximately 41 employees and contractors, all of which work out of our corporate headquarters. Four of our employees are members of our senior management team.
Employees As of December 31, 2023, we employed or engaged approximately 51 employees and contractors, all of which work out of our corporate headquarters. 4 of our employees are members of our senior management team. Approximately 63% of our employees are engaged in research and development, 27% are engaged in operating activity and 10% are engaged in sales and marketing.
As we plan to increase the volume of purchase orders to support the business growth beyond the pilot phase program of SaverOne Generation 1.0, we plan to enter into such an agreement. In addition, we plan to use Flex Ltd.’s global presence to support its product assimilation in the global markets outside of Israel.
As we plan to increase the volume of purchase orders to support the business growth beyond the pilot phase program of SaverOne Generation 1.0 and Generation 2.0, we plan to enter into additional agreements to support our planned commercialization activities.
Apart from the foregoing patent opposition proceeding, we are not currently a party to any material legal proceedings. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. C. Organizational Structure We currently have no subsidiaries. D.
Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. C. Organizational Structure We currently have no subsidiaries. D. Property, Plant and Equipment Our main business activities are conducted in Israel. Our corporate headquarters are located at Em Hamoshavot Rd. 94.
We have received the grounds of opposition by the opponent, and we are requested to provide our counter arguments by an extendable deadline of March 31, 2023. It is difficult to assess at this time the likelihood of success in the opposition. Opposition proceedings in Israel tend to be lengthy and very procedural.
It is difficult to assess at this time the likelihood of success in the opposition. Opposition proceedings in Israel tend to be lengthy and very procedural. Apart from the foregoing patent opposition proceeding, we are not currently a party to any material legal proceedings.
As of December 31, 2022, we have received the aggregate amount of NIS 1.7 million (approximately $0.5 million) from the IIA for the development of our technology. With respect to such grants, we are committed to pay certain royalties up to the total grant amount.
Grants from the Israel Innovation Authority and the Israeli Ministry of Economy (MOE) Our research and development efforts are financed in part through royalty-bearing grants from the Israeli Innovations Authority, or the IIA. As of December 31, 2023, we have received the aggregate amount of NIS 1.7 million (approximately $0.5 million) from the IIA for the development of our technology.
Since the development of our VRU solution targets the vehicle manufacturers (a.k.a. the OEM market) and is still in an early stage, it is too early to estimate the cost of development. 28 In the past several years, we believe that public awareness and demand for driver safety technologies has grown substantially.
It does this by detecting the exact location, direction of movement and speed of the VRU analysis of their cellphone signals, under all visibility conditions. Since the development of our VRU solution targets the vehicle manufacturers (a.k.a. the OEM market) and is still in an early stage, it is too early to estimate the cost of development.
Commercial Agreements To date, we have installed about 800 systems in large fleets in Israel as part of pilot programs and more than 900 SaverOne systems pursuant to commercial orders. In addition, we have commercial orders for over 1,500 systems, in addition to these installations.
We have achieved a number of significant milestones to date, which include: Pilot Programs We have installed about 950 systems in large fleets in Israel as part of our pilot programs.
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As a foreign private issuer, we will also not be subject to the requirements of Regulation FD (Fair Disclosure) promulgated under the Exchange Act. 27 B.
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In March 2024, we announced that we are partnering with a top-tier global consultancy firm to support the development of a business model around our VRU solultion, which will focus on assessing the potential of our VRU solution and building a full understanding of the solution’s value proposition and market potential within the automotive industry.
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It does this by detecting the exact location and direction of movement of the VRU via their RF footprint from their cellphone signals, under all visibility conditions.
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In addition, it is estimated that approximately 75 million new cars were sold worldwide in 2023. The ramifications of mobile phone distracted driving exceed the bounds of just physical damage, as they can be exceedingly costly for drivers as well.
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Currently there are estimated to be 277 million cars and trucks on the road in the United States and 339 million cars and trucks on the road in Europe and 32 million new cars and trucks are added each year.
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In a report published in February 2023 by the NHTSA titled “The Economic and Societal Impact of Motor Vehicle Crashes, 2019 (Revised)”, the total societal and economic costs of distracted driving crashes in the United States was estimated at $1.37 trillion in 2019.
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Accordingly, we believe that there is a tremendous financial incentive for a solution to this grave problem.
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We are targeting two business segments in development of the technology necessary to create a life-saving system that prevents certain uses of cell phones while driving a motor vehicle. The first is the DDPS which targets two product lines: an aftermarket product that is in a commercial phase, and an OEM product which is in development.
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We have entered into agreements and received commercial orders from the following customers: Collaboration Agreements In March 2020, we signed an agreement with Gil Car Systems (98) Ltd., or Gil Car Systems, the largest installer of after-market vehicle products in Israel, for receipt of storage, inventory management and installation services from Gil Car Systems for SaverOne systems for private vehicles.
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Accordingly, the SaverOne system: 1. Disables the use of distracting and potentially life-threatening applications for the driver; 2. Does not require the driver’s cooperation; and 3. Distinguishes between a device in the driver’s area and devices in other areas of the vehicle, so that only a device in the driver’s area is affected.
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In November 2020 and February 2021, we entered into an agreement with Eldan Transportation Ltd. and Hertz Israel (Rent a Car) Ltd., or the Leasing Companies. Under these agreements, the Leasing Companies will market the SaverOne System to their customers and SaverOne will install the systems. SaverOne will also grant a three-year warranty to Eldan for the system.
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Any driver that enters a vehicle equipped with SaverOne system has to install our SaverOne mobile application in their phone in order to operate the vehicle without triggering one of the main safety features of the system: its alarm function.
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In January 2021, SaverOne signed a collaboration agreement with Kavim, the third largest public transportation company in Israel whereby the SaverOne systems will be installed in approximately 20 buses of the Kavim’s bus fleet of 1,500 busses.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAs 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. 47 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.
Biggest changeAs 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. 41 Although we have taken certain measures to address the material weaknesses such as implementing internal policies and procedures related to internal control over financial reporting and hiring additional accounting and financial staff with appropriate public company experience and technical accounting knowledge, we will need to further implement such internal policies and procedures and expand our accounting and financial staff in order to address our material weaknesses.
Since we are still in the initial phase in rolling out our Generation 1.0 and 2.0 SaverOne systems, we cannot forecast our revenue in future periods. 43 Research and Development Expenses, Net 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.
Since we are still in the initial phase in rolling out our Generation 1.0 and 2.0 SaverOne systems, we cannot forecast our revenue in future periods. Research and Development Expenses, Net 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.
We are targeting the global aftermarket automobile market starting with the U.S. and Europe. 42 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 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.
Financing income (expenses), net Financing income, net, for the year ended December 31, 2022 were NIS 4,247,000 (approximately $1,207,000) and resulted mainly from exchange differences due to an increase in the U.S. dollar and new Israeli shekel exchange rate between periods and income from revaluation of derivative warrant liability less direct and incremental issuance costs incurred through the initial public offering in the United States in 2022 allocated to derivative warrant liability.
Financing income, net, for the year ended December 31, 2022 were NIS 4,247,000 (approximately $1,171,000) and resulted mainly from exchange differences due to an increase in the U.S. dollar and new Israeli shekel exchange rate between periods and income from revaluation of derivative warrant liability less direct and incremental issuance costs incurred through the initial public offering in the United States in 2022 allocated to derivative warrant liability.
Operating and Financial Review and Prospectus—Components of Our Results of Operations” and elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events for the period from January 1, 2022 to December 31, 2022 that are reasonably likely to have a material effect on our total revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial condition.
Operating and Financial Review and Prospectus—Components of Our Results of Operations” and elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events for the period from January 1, 2023 to December 31, 2023 that are reasonably likely to have a material effect on our total revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial condition. 43 E.
As a result, if the Company’s assumptions change and different assumptions are used, the expense of a stock-based compensation award could be materially different in the future than what was originally planned for. 50
As a result, if the Company’s assumptions change and different assumptions are used, the expense of a stock-based compensation award could be materially different in the future than what was originally planned for. 44
E. Critical Accounting Estimates We describe our significant accounting policies and estimates in Note 3 to our annual financial statements for the year ended December 31, 2022. We believe that these accounting policies and estimates are critical in order to fully understand and evaluate our financial condition and results of operations.
Critical Accounting Estimates We describe our significant accounting policies and estimates in Note 3 to our annual financial statements for the year ended December 31, 2023. We believe that these accounting policies and estimates are critical in order to fully understand and evaluate our financial condition and results of operations.
For a description of our research and development programs and the amounts that we have incurred over the last two years pursuant to those programs, please see “Item 5. Operating and Financial Review and Prospects— A. Operating Results— Operating Expenses— Research and Development Expenses, net” and “Item 5. Operating and Financial Review and Prospects— A.
Research and development, patents and licenses, etc. For a description of our research and development programs and the amounts that we have incurred over the last two years pursuant to those programs, please see “Item 5. Operating and Financial Review and Prospects— A. Operating Results— Operating Expenses— Research and Development Expenses, net”, “Item 5.
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, 2022 included in elsewhere in this 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.
Recently-Issued Accounting Pronouncements Certain recently-issued accounting pronouncements are discussed in Note 2, Summary of Material Accounting Policies, to our annual financial statements for the year ended December 31, 2023 included in elsewhere in this 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.
The first is an In Cabin DDPS, which comprises an aftermarket product for vehicles (i.e., vehicles already supplied to customers) that is in a commercial phase and an OEM product targeting vehicle manufacturers which is in development. The second is an ADAS product that detects VRUs that provides warning to the vehicle regarding potential collision.
The first is an In Cabin 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 ADAS product that detects VRUs and provides warning to the vehicle regarding potential collision.
It does this by detecting the exact location and direction of movement of the VRU via their RF footprint from their cellphone signals, under all visibility conditions. Since the development of our VRU solution targets the vehicle manufacturers (a.k.a. the OEM market) and is still in an early stage, it is too early to estimate the cost of development.
It does this by detecting the exact location, direction of movement and speed of the VRU analysis of their cellphone signals, under all visibility conditions. Since the development of our VRU solution targets the vehicle manufacturers (a.k.a. the OEM market) and is still in an early stage, it is too early to estimate the cost of development.
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 NHTSA’s guidelines for a complete solution for distracted driving.
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.
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 approximately NIS 25 million (approximately $7.1 million) and NIS 26.5 million (approximately $7.5 million) for the years ended December 31, 2022 and 2021, respectively.
We have incurred losses in each year since our inception, including net losses of approximately 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.
We anticipate that our general and administrative expenses will increase in the future as we increase our administrative headcount and infrastructure to support our continued research and development programs and the potential commercialization of our products.
We anticipate that our general and administrative expenses will increase in the future as we increase our administrative headcount and infrastructure to support our continued research and development programs and the potential commercialization of our products as we continue to increase investments to support our growth and as a result of our becoming a public company.
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).
The material weaknesses were related to segregation of duties and lack of sufficient internal controls (including IT general controls, entity level controls and transaction level controls).
We recognize research and development expenses as incurred deducted by government grants in respect of a research and development projects received from the IIA which are not reasonably assured that the amount received will not be refunded.
We recognize research and development expenses as incurred deducted by government grants in respect of a research and development projects received from the IIA which are not reasonably assured that the amount received will not be refunded. Selling and Marketing Expenses, Net Selling and marketing expenses in 2023 consisted primarily of marketing our solutions and our sales department costs.
Internal Control Over Financial Reporting In connection with the audit of our financial statements as of December 31, 2022 and 2021, we identified control deficiencies in our financial reporting process that constitute a material weakness for the years ended December 31, 2022 and 2021.
Internal Control Over Financial Reporting In connection with the audit of our financial statements as of December 31, 2023, 2022 and 2021, we identified control deficiencies in our financial reporting process that constitute a material weakness for the years ended December 31, 2023, 2022 and 2021 (which were primarily due to the fact that we were a private company prior to June 2, 2022).
As of March 31, 2023, about 3,200 systems have been ordered (which includes about 800 systems ordered as part of our ongoing Generation 1.0 pilot program and over 2,400 systems purchased in commercial orders by our Generation 1.0 customers) and over 1,700 of these systems have been installed.
As of March 22, 2024, about 4,600 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 3,750 systems purchased in commercial orders by our Generation 1.0 and Generation 2.0 customers) and about 3,200 of these systems have been installed.
The table below presents our cash flows for the periods indicated: Year Ended December 31, Year Ended December 31, Year Ended December 31, 2022 2021 2020 NIS thousands Net cash used in operating activities (28,370 ) (23,133 ) (12,390 ) Net cash used in investing activities (5,120 ) (5,197 ) (231 ) Net cash provided by (used in) financing activities 41,972 (611 ) 50,136 Net increase (decrease) in cash and cash equivalents 8,482 (28,941 ) 37,515 For a comparison the year ended December 31, 2022 compared to year ended December 31, 2021, all U.S. dollar amounts below were calculated using the exchange rate reported by the Bank of Israel for December 31, 2022, at the rate of one U.S. dollar per NIS 3.519.
The table below presents our cash flows for the periods indicated: Year Ended December 31, Year Ended December 31, 2023 2022 NIS thousands Net cash used in operating activities (35,020 ) (28,370 ) Net cash provided by (used in) investing activities 9,942 (5,120 ) Net cash provided by financing activities 22,490 41,972 Net increase (decrease) in cash and cash equivalents (2,588 ) 8,482 For a comparison the year ended December 31, 2023 compared to year ended December 31, 2022, all U.S. dollar amounts below were calculated using the exchange rate reported by the Bank of Israel for December 31, 2023, at the rate of one U.S. dollar per NIS 3.6270.
As of December 31, 2022, we had an accumulated deficit of NIS 101.8 million (approximately $28.9 million) and we had comprehensive loss and negative cash flow from operating activity in amounts of NIS 25 million (approximately $7.1 million) and NIS 28.4 million (approximately $8.1 million) for the year ended December 31, 2022, respectively.
As of December 31, 2023, we had an accumulated deficit of NIS 135.6 million (approximately $37.4 million) and we had comprehensive loss and negative cash flow from operating activity in amounts of NIS 33.8 million (approximately $9.3 million) and NIS 35 million (approximately $9.6 million) for the year ended December 31, 2023, respectively.
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.
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.
The 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 FMCSA reported that 71% of commercially driven large-truck crashes occurred because of driver distraction.
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.
As of December 31, 2022, our operating tax loss carryforwards were approximately NIS 85.1 million (approximately $24.2 million). We anticipate that we will continue to generate tax losses for the foreseeable future and that we will be able to carry forward these tax losses indefinitely to future taxable years.
Income Taxes We have yet to generate taxable income in Israel. As of December 31, 2023, our operating tax loss carryforwards was approximately NIS 108 million (approximately $29.8 million). We anticipate that we will continue to generate tax losses for the foreseeable future and that we will be able to carry forward these tax losses indefinitely to future taxable years.
We are currently in the early commercialization stage and have not yet generated significant revenues from our operations. From inception date and through December 31, 2022, we have not generated significant revenues and we have reported ongoing losses.
For additional information, see “Item 5. Operating and Financial Review and Prospects—Recent Offerings”. We are currently in the early commercialization stage and have not yet generated significant revenues from our operations. From inception date and through December 31, 2023, we have not generated significant revenues and we have reported ongoing losses.
Year Ended December 31, Year Ended December 31, Year Ended December 31, 2022 2021 2020 NIS thousands Revenues 1,193 450 316 Cost of revenues (829 ) (288 ) (258 ) Gross Profit 364 162 58 Operating expenses: Research and development expenses, net (21,490 ) (18,847 ) (10,593 ) Selling and marketing expenses (1,591 ) (2,431 ) (2,399 ) General and administrative expenses (6,492 ) (5,149 ) (4,422 ) Loss from operations (29,209 ) (26,265 ) (17,356 ) Finance income 5,099 3 3,907 Finance expense (852 ) (228 ) (117 ) Finance income (expense), net 4,247 (225 ) 3,790 Net loss (24,962 ) (26,490 ) (13,566 ) For a comparison the year ended December 31, 2022 compared to year ended December 31, 2021, all U.S. dollar amounts below were calculated using the exchange rate reported by the Bank of Israel for December 31, 2022, at the rate of one U.S. dollar per NIS 3.519.
Year Ended December 31, Year Ended December 31, 2023 2022 NIS thousands Revenues 2,720 1,193 Cost of revenues (1,968 ) (829 ) Gross Profit 752 364 Operating expenses: Research and development expenses, net (22,861 ) (21,490 ) Selling and marketing expenses, net (3,787 ) (1,591 ) General and administrative expenses (8,327 ) (6,492 ) Loss from operations (34,223 ) (29,209 ) Finance income 1,607 5,099 Finance expense (1,219 ) (852 ) Finance income (expense), net 388 4,247 Net loss (33,835 ) (24,962 ) For a comparison the year ended December 31, 2023 compared to year ended December 31, 2022, all U.S. dollar amounts below were calculated using the exchange rate reported by the Bank of Israel for December 31, 2023, at the rate of one U.S. dollar per NIS 3.6270.
Net cash used in operating activities Net cash used in operating activities increased by NIS 5,237,000 (approximately $1,488,000), or 23%, to approximately NIS 28,370,000 (approximately $8,062,000) for the year ended December 31, 2022 compared to approximately NIS 23,133,000 (approximately $6,574,000) for the year ended December 31, 2021.
Net cash used in operating activities Net cash used in operating activities increased by NIS 6,650,000 (approximately $1,833,000), or 23%, to NIS 35,020,000 (approximately $9,655,000) for the year ended December 31, 2023 compared to approximately NIS 28,370,000 (approximately $7,822,000) for the year ended December 31, 2022.
The increase resulted mainly from expenses associated with the IPO in the United States in 2022 and costs associated with being a public company traded in the Nasdaq.
The increase resulted mainly from associated with being a public company traded in the Nasdaq, as well as higher insurance expenses.
Operating Results Components of Operating Results Revenues and Cost of Revenues Our total revenue consists of selling our Generation 1.0 SaverOne system and our cost of revenues consists of the direct cost of producing and installing the system. Currently, our business activity is only in Israel.
Operating Results Components of Operating Results 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. Currently, our business activity is primarily in Israel while we are expanding our presence abroad through the engagement of various international pilot programs.
As of December 31, 2022, we had an accumulated deficit of NIS 101.8 million (approximately $28.9 million).
As of December 31, 2023, we had an accumulated deficit of NIS 135.3 million (approximately $37.3 million).
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.” As a company with less than $1.235 billion in revenue for our last fiscal year, we qualify as an “emerging growth company” pursuant to the JOBS Act.
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. As a company with less than $1.235 billion in revenue for our last fiscal year, we qualify as an “emerging growth company” pursuant to the JOBS Act.
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.” 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.
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.
This increase was mainly the result of new agreements we entered into in 2022 related to our Generation 1.0 solution. Revenues increased by approximately NIS 134 (approximately $43,000), or 42%, to NIS 450,000 (approximately $145,000) for the year ended December 31, 2021, compared to NIS 316,000 (approximately $102,000) for the year ended December 31, 2020.
Revenues Revenues increased by NIS 1,527,000 (approximately $421,000), or 128%, to NIS 2,720,000 (approximately $750,000) for the year ended December 31, 2023, compared to NIS 1,193,000 (approximately $329,000) for the year ended December 31, 2022. This increase was mainly the result of new agreements we entered into during 2023.
Financing expenses, net, for the year ended December 31, 2021 were NIS 225,000 (approximately $64,000) and resulted mainly from bank fees and exchange rate differences. Financing expenses for the year ended December 31, 2021 were NIS 225,000 (approximately $72,000) and resulted mainly from bank fees and exchange rate differences.
Financing income (expenses), net Financing income, net, for the year ended December 31, 2023 were NIS 388,000 (approximately $107,000) and resulted mainly from revaluation of derivative warrant liability, income from exchange rate differences and interest in respect with bank deposits.
This increase resulted mainly from salaries and related expenses and subcontractors, due to an increase in the number of employees, and an increase in research and development activity, mainly related to the development of our Generation 2.0 solution.
This increase resulted mainly from higher payroll expenses and subcontractors costs, due to an increase in research and development activity, mainly related to our continuous effort to develop future products.
As of December 31, 2022, we had NIS 29.3 million (approximately $8.3 million) in cash and cash equivalents and short-term bank deposits.
As of December 31, 2023, we had NIS 17.1 million (approximately $4.7 million) in cash and cash equivalents.
Operating Results— Comparison of the year ended December 31, 2022 to the year ended December 31, 2021— Research and Development Expenses.” D. Trend Information Other than as disclosed in “Item 5.
Operating and Financial Review and Prospects— A. Operating Results— Comparison of the year ended December 31, 2023 to the year ended December 31, 2022— Research and Development Expenses”, and Notes 2 and 3 to our audited financial statements included elsewhere in this Annual Report on Form 20-F. D. Trend Information Other than as disclosed in “Item 5.
This increase was mainly the result of an increase in research and development expenses related to the development of the second generation of our product. 48 Net cash used in investing activities Net cash used in investing activities decreased by NIS 77,000 (approximately $22,000), or 1%, to approximately NIS 5,120,000 (approximately $1,455,000) for the year ended December 31, 2022 compared to NIS 5,197,000 (approximately $1,477,000) for the year ended December 31, 2021.
This increase was mainly the result of an increase in the number of installations made during 2023. 40 Research and development expenses, net Research and development expenses, net increased by NIS 1,371,000 (approximately $378,000), or 6%, to NIS 22,861,000 (approximately $6,303,000) for the year ended December 31, 2023, compared to NIS 21,490,000 (approximately $5,925,000) for the year ended December 31, 2022.
Selling and marketing expenses Selling and marketing expenses decreased by approximately NIS 840,000 (approximately $239,000), or 35%, to approximately NIS 1,591,000 (approximately $452,000) for the year ended December 31, 2022, compared to NIS 2,431,000 (approximately $691,000) for the year ended December 31, 2021. Selling and marketing expenses for the year ended December 31, 2022 included mainly sales department costs.
Selling and marketing expenses, net Selling and marketing expenses increased by NIS 2,196,000 (approximately $605,000), or 138%, to NIS 3,787,000 (approximately $1,044,000) for the year ended December 31, 2023, compared to NIS 1,591,000 (approximately $1,266) for the year ended December 31, 2022.
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.
As we penetrate new markets, we anticipate that our selling and marketing expenses in 2024 and thereafter will increase as we expand our sales department and invest in the marketing of our solutions. 39 General and Administrative Expenses General and administrative expenses consist primarily of personnel costs, including share-based compensation related to directors and employees, facility costs, insurance costs and maintenance expenses, as well as external professional service costs, including legal, audit, business development and human resource services.
Cost of revenues Cost of sales increased by approximately NIS 541,000 (approximately $154,000), or 188%, to NIS 829,000 (approximately $236,000) for the year ended December 31, 2022, compared to NIS 288,000 (approximately $82,000) for the year ended December 31, 2021. This increase was mainly the result of an increase in the number of installations made in 2022.
Cost of revenues Cost of sales increased by NIS 1,139,000 (approximately $314,000), or 137%, to NIS 1,968,000 (approximately $543,000) for the year ended December 31, 2023, compared to NIS 829,000 (approximately $229,000) for the year ended December 31, 2022.
Research and development expenses, net Research and development expenses, net increased by approximately NIS 2,643,000 (approximately $751,000), or 14%, to approximately NIS 21,490,000 (approximately $6,107,000) for the year ended December 31, 2022, compared to NIS 18,847,000 (approximately $5,356,000) for the year ended December 31, 2021.
General and administrative expenses General and administrative expenses increased by NIS 1,835,000 (approximately $506,000), or 28%, to NIS 8,327,000 (approximately $2,296,000) for the year ended December 31, 2023, compared to approximately NIS 6,492,000 (approximately $1,790) for the year ended December 31, 2022.
This increase was mainly due to investments in bank deposits made in 2021. Net cash provided by financing activities Net cash provided by financing activities for the year ended December 31, 2022 was NIS 41,972,000 (approximately $11,927,000), compared to net cash used in financing activities for the year ended December 31, 2021 totaled NIS 611,000 (approximately $174,000).
Net cash provided by financing activities Net cash provided by financing activities decreased by NIS 19,482,000 (approximately $5,371,000), or 46% to NIS 22,490,000 (approximately $6,201,000) for the year ended December 31, 2023, compared to NIS 41,972,000 (approximately $11,572,000) for the year ended December 31, 2022.
This increase was mainly due to investments in bank deposits made in 2021. Net cash used in investing activities increased by NIS 4,966,000 (approximately $1,597,000), or 2,150%, to approximately NIS 5,197,000 (approximately $1,671,000) for the year ended December 31, 2021 compared to NIS 231,000 (approximately $74,000) for the year ended December 31, 2020.
Net cash provided by (used in) investing activities Net cash provided by investing activities during the year ended December 31, 2023 was NIS 9,942,000 (approximately $2,741,000), compared to 5,120,000 NIS (approximately $1,412,000) used in investing activities during the year ended December 31, 2022.
This increase was mainly due to aggregate net proceeds of NIS 37.3 million (approximately $10.6 million) from our IPO in the United States and net proceeds of NIS 5.1 million (approximately $1.4 million) from private placement.
This decrease was mainly due to aggregate net proceeds of NIS 37.3 million (approximately $10.3 million) from our initial public offering in the United States during the corresponding period last year, partly offset by proceeds received during the year from issuance of ADSs resulted from partial exercise of our equity line with YA. C.
Research and development expenses, net increased by approximately NIS 8,254,000 (approximately $2,654,000), or 78%, to approximately NIS 18,847,000 (approximately $6,060,000) for the year ended December 31, 2021, compared to NIS 10,593,000 (approximately $3,406,000) for the year ended December 31, 2020.
Net loss Net loss increased by NIS 8,873,000 (approximately $2,446,000), or 36%, to NIS 33,835,000 (approximately $9,329,000) for the year ended December 31, 2023, compared to NIS 24,962,000 (approximately $6,882,000) for the year ended December 31, 2022.
Liquidity and Capital Resources Overview From our inception date through December 31, 2022, we raised an aggregate of NIS 132 million (approximately $38 million) in private and public offerings, equity bridge investments and government grants for research and development project received from the IIA.
Liquidity and Capital Resources Overview We have financed our operations since our inception primarily from private and public offerings, equity bridge investment fully converted in equity in previous years, government grants from the IIA and MOE and partial exercise of the equity line and promissory notes received from YA.
Removed
Selling and Marketing Expenses Selling and marketing expenses in 2021 consisted primarily of share-based compensation recorded with respect of unregistered rights to shares issued to Keshet Holdings Limited Partnership, which is managed by Keshet Broadcasting, or Keshet, who provided media and advertisement services to the Company in 2020 and 2021.
Added
Our discussion and analysis for the year ended December 31, 2022 can be found in our Annual Report on Form 20-F for the fiscal year ended December 31, 2022, filed with the SEC on April 27, 2023 (File No. 001-41387).
Removed
Selling and marketing expenses in 2022 consisted primarily of our sales department costs. As we penetrate new markets, we anticipate that our selling and marketing expenses in 2023 and thereafter will increase as we expand our sales department and invest in the marketing of our solutions.
Added
In March 2024, we announced that we are partnering with a top-tier global consultancy firm to support the development of a business model around our VRU solultion, which will focus on assessing the potential of our VRU solution and building a full understanding of the solution’s value proposition and market potential within the automotive industry. 38 In the past several years, we believe that public awareness and demand for driver safety technologies has grown substantially.
Removed
We also anticipate that we will incur increased expenses related to audit, legal, regulatory and tax-related services associated with maintaining compliance with Nasdaq and SEC requirements, director and officer insurance premiums, director compensation, and other costs associated with being a public company.
Added
Moreover, the Federal Motor Carrier Safety Administration, or FMCSA, reported that 71% of commercially driven large-truck crashes occurred because of driver distraction. We have experienced net losses in every period since the inception of SaverOne.
Removed
Finance Income (Expenses), Net Finance income (expenses), net, consisted primarily of bank fees, exchange differences, direct and incremental issuance costs incurred through our initial public offering, or IPO, in the United States in June 2022 that were allocated to derivative warrant liability and changes in the fair value of such derivative financial liability as the warrants measured at fair value at marked to market approach. 44 Income Taxes We have yet to generate taxable income in Israel.
Added
Finance Income (Expenses), Net Finance income (expenses), net, consisted primarily of revaluation of derivative warrant liability, exchange differences and interest in respect of bank deposits. This income was partly offset by interest and discount expenses in respect of promissory notes and revaluation expenses incurred from partial exercise of Commitment Amount (as defined below) under equity line with YA.
Removed
For a comparison the year ended December 31, 2021 compared to year ended December 31, 2020, all U.S. dollar amounts below were calculated using the exchange rate reported by the Bank of Israel for December 31, 2021, at the rate of one U.S. dollar per NIS 3.11. 45 Revenues Revenues increased by approximately NIS 743,000 (approximately $211,000), or 165%, to NIS 1,193,000 (approximately $339,000) for the year ended December 31, 2022, compared to NIS 450,000 (approximately $128,000) for the year ended December 31, 2021.
Added
The increase is attributable mainly to higher payroll and marketing expenses, as part of the Company’s efforts to increase sales.
Removed
This increase was mainly the result of new agreements we entered into in 2021 related to our Generation 1.0 solution which was launched in late 2019.
Added
This income was partly offset by interest and discount expenses in respect of promissory notes and revaluation expenses incurred from partial exercise of Commitment Amount (as defined below) under the equity line with YA.
Removed
Cost of sales increased by approximately NIS 30,000 (approximately $10,000), or 12%, to NIS 288,000 (approximately $93,000) for the year ended December 31, 2021, compared to NIS 258,000 (approximately $83,000) for the year ended December 31, 2020. This increase was mainly the result of an increase in the number of installations made in 2022.
Added
The increase was mainly the result of an increase in research and development activity, higher international marketing efforts, expenses associated with being a public company traded in the Nasdaq, as well as high financing income recorded in the corresponding period last year.
Removed
This increase resulted mainly from salaries and related expenses, subcontractors and share based compensation, due to an increase in the number of employees, and an increase in research and development activity, mainly related to the development of our Generation 2.0 solution.
Added
In addition, we have begun the process of engaging an external consulting firm to assist us with assessment of Sarbanes-Oxley compliance requirements and improvement of overall internal controls and we plan to work with such external consultant in 2024 to design and begin implementing our remediation plan.
Removed
Selling and marketing expenses for the year ended December 31, 2021 included share-based compensation in the amount of NIS 1,456,000 recorded with respect of unregistered rights issued to Keshet pursuant to an arrangement with Keshet for media advertisement for the Company on Keshet’s various media channels. The agreement with Keshet ended during 2021.
Added
Further, we expect to take a number of measures to address the material weaknesses that have been identified including establishing effective monitoring and oversight controls. For additional information, see “Item 3.D.
Removed
Selling and marketing expenses for the year ended December 31, 2021 were NIS 2,431,000 (approximately $782,000), compared to NIS 2,399,000 (approximately $771,000) for the year ended December 31, 2020.
Added
In June 2023, we entered into the Purchase Agreement with YA pursuant to which we have the right to sell to YA up to $10.0 million in ADSs subject to certain limitations, from time to time during the 48-month period following the date of execution of the Purchase Agreement.
Removed
Selling and marketing expenses consists mainly from share-based compensation recorded with respect of unregistered rights issued to Keshet, pursuant to our arrangement with Keshet for media advertisement for us on Keshet’s various media channels. 46 General and administrative expenses General and administrative expenses increased by approximately NIS 1,343,000 (approximately $382,000), or 26%, to approximately NIS 6,492,000 (approximately $1,845,000) for the year ended December 31, 2022, compared to approximately NIS 5,149,000 (approximately $1,463,000) for the year ended December 31, 2021.
Added
In March 2024, we amended the Purchase Agreement to increase such amount to $15.0 million in ADSs.
Removed
General and administrative expenses increased by approximately NIS 727,000 (approximately $234,000), or 16%, to approximately NIS 5,149,000 (approximately $1,656,000) for the year ended December 31, 2021, compared to approximately NIS 4,422,000 (approximately $1,422,000) for the year ended December 31, 2020. The increase resulted mainly from consulting fees.
Added
As of the date of this Annual Report, we have issued an aggregate of 33,375,000 ordinary shares represented by 6,675,000 ADSs to YA consisting of (i) 340,760 ordinary represented by 68,152 ADSs that we issued to YA as consideration for YA’s irrevocable commitment to purchase our ADSs up to the Commitment Amount and (ii) 33,034,240 ordinary shares represented by 6,606,848 ADSs that we sold to YA as Advance Shares for aggregate gross proceeds of approximately $3,393,967.
Removed
Financing income for the year ended December 31, 2020 were NIS 3,790,000 (approximately $1,219,000) and resulted mainly from the revaluation of a liability in respect of bridge investments and the revaluation of a liability in respect of a price protection mechanism that was measured at fair value through profit or loss, prior to the completion of our initial public offering on the TASE.
Added
Our primary contractual obligations consist of liabilities in respect of research and development grants received from the IIA, as well as lease liabilities in respect of corporate facilities. For information about our contractual obligations, see Notes 9 and 11 to our audited financial statements.
Removed
Net loss Net loss decreased by approximately NIS 1,528,000 (approximately $434,000), or 6%, to approximately NIS 24,962,000 (approximately $7,093,000) for the year ended December 31, 2022, compared to NIS 26,490,000 (approximately $7,528,000) for the year ended December 31, 2021. The decrease was mainly the result of an increase in financing income, net.
Added
We believe that our existing capital resources as described above will be sufficient to continue our business and operations as currently conducted for through the next twelve months. We believe that, if required, we will be able to raise additional capital or reduce discretionary spending to provide the required liquidity beyond the next twelve months.
Removed
Net loss increased by approximately NIS 12,924 (approximately $4,156,000), or 95%, to approximately NIS 26,490,000 (approximately $8,518,000) for the year ended December 31, 2021, compared to NIS 13,566,000 (approximately $4,362,000) for the year ended December 31, 2020. The increase was mainly the result of an increase in research and development expenses and increase in financing expenses, net.
Added
Recent Offerings On June 5, 2023, we entered into the Purchase Agreement with YA pursuant to which we have the right to sell to YA up to $10.0 million, or the Initial Commitment Amount, in ADSs subject to certain limitations, from time to time during the 48-month period following the date of execution of the Purchase Agreement.
Removed
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. See “Item 3.D.
Added
On March 22, 2024, we and YA entered into an amendment to the Purchase Agreement to increase the Initial Commitment Amount to $15.0 million in ADSs, or the Commitment Amount.
Removed
For a comparison the year ended December 31, 2021 compared to year ended December 31, 2020, all U.S. dollar amounts below were calculated using the exchange rate reported by the Bank of Israel for December 31, 2021, at the rate of one U.S. dollar per NIS 3.11.
Added
We issued 340,760 ordinary shares represented by 68,152 ADSs to YA as consideration for its commitment to purchase our ADSs under the Purchase Agreement, and we may issue up to $15.0 million of our ADSs pursuant to the Purchase Agreement, or the Advance Shares, at our direction from time to time, each such occurrence, an Advance, subject to the restrictions and satisfaction of the conditions in the Purchase Agreement.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

39 edited+17 added−8 removed66 unchanged
Biggest changeKlein is qualified as a Certified Public Accountant in Israel. 51 Aviram Meidan, VP, Research and Development Aviram Meidan has served as our VP, Research and Development since October 2018. Prior to that, Mr. Meidan served as VP of Research and Development and Chief Technology Officer at Micronet Ltd from 2010 to 2018. From 2018-2010, Mr.
Biggest changeHagai served as an Assurance Senior Associate at Kesselman & Kesselman, certified public accountants in Israel and a member of PricewaterhouseCoopers International Limited. Mr. Hagai holds a bachelor of arts in business management and accounting from The Hebrew University of Jerusalem. Aviram Meidan, VP, Research and Development Aviram Meidan has served as our VP, Research and Development since October 2018.
Schreiber holds an Executive MBA (Kellogg-Recanati Program) from Northwestern University and Tel Aviv University, and a B.A. in Social Science from the Open University Tel Aviv. 52 Shlomo Shalev, External Director Shlomo Shalev has served on our board of directors since August 2020. Since 2020 Shlomo has served as the Chief Executive Officer of XTL Bio Pharmaeuticals (“XTL”) (Nasdaq: XTLB).
Schreiber holds an Executive MBA (Kellogg-Recanati Program) from Northwestern University and Tel Aviv University, and a B.A. in Social Science from the Open University Tel Aviv. Shlomo Shalev, External Director Shlomo Shalev has served on our board of directors since August 2020. Since 2020 Shlomo has served as the Chief Executive Officer of XTL Bio Pharmaeuticals (“XTL”) (Nasdaq: XTLB).
Our board of directors has determined that two directors are audit committee financial experts as defined by the SEC rules and have the requisite financial experience as defined by the Nasdaq Marketplace Rules. 56 Compensation Committee Under both the Companies Law and Nasdaq Marketplace Rules, we are required to establish a compensation committee.
Our board of directors has determined that two directors are audit committee financial experts as defined by the SEC rules and have the requisite financial experience as defined by the Nasdaq Marketplace Rules. Compensation Committee Under both the Companies Law and Nasdaq Marketplace Rules, we are required to establish a compensation committee.
Be’eri holds a BA in Social Sciences from the University of Haifa and an MBA in Business Administration from the University of Derby. Family Relationships There are no family relationships among any of our officers (including directors).
Be’eri holds a BA in Social Sciences from the University of Haifa and an MBA in Business Administration from the University of Derby. Family Relationships There are no family relationships among any of our officers (including directors). B.
(3) Represents the equity-based compensation expenses recorded in our financial statements for the year ended December 31, 2022, based on the securities’ fair value on the grant date, calculated in accordance with applicable accounting guidance for equity-based compensation.
(3) Represents the equity-based compensation expenses recorded in our financial statements for the year ended December 31, 2023, based on the securities’ fair value on the grant date, calculated in accordance with applicable accounting guidance for equity-based compensation.
Our board of directors has determined that we require at least one director with the requisite financial and accounting expertise and Sharon Schreiber, Shlomo Shalev and Yehoshua Abramovich have such expertise.
Our board of directors has determined that we require at least one director with the requisite financial and accounting expertise and Sharon Schreiber and Shlomo Shalev have such expertise.
(2) Represents annual bonuses granted to the officer based on formulas set forth in the respective resolutions of our Compensation Committee and Board of Directors with respect to 2022.
(2) Represents annual bonuses granted to the officer based on formulas set forth in the respective resolutions of our Compensation Committee and Board of Directors with respect to 2023.
DIVERSITY OF THE BOARD OF DIRECTORS Board Diversity Matrix (As of April 23, 2023) Country of Principal Executive Offices Israel Foreign Private Issuer Yes Disclosure Prohibited under Home Country Law No Total Number of Directors 5 Part I: Gender Identity Female Male Non- Binary Did Not Disclose Gender Directors 1 4 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 Alternate Directors Our articles of association provide, as allowed by the Companies Law, that any director may, by written notice to us, appoint another person who is qualified to serve as a director to serve as an alternate director.
DIVERSITY OF THE BOARD OF DIRECTORS Board Diversity Matrix (As of March 22, 2024) Country of Principal Executive Offices Israel Foreign Private Issuer Yes Disclosure Prohibited under Home Country Law No Total Number of Directors 5 Part I: Gender Identity Female Male Non- Binary Did Not Disclose Gender Directors 1 4 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 Alternate Directors Our articles of association provide, as allowed by the Companies Law, that any director may, by written notice to us, appoint another person who is qualified to serve as a director to serve as an alternate director.
Compensation The aggregate compensation we paid to our executive officers and directors for the year ended December 31, 2022, was approximately NIS 5 million ($1.4 million).
Compensation The aggregate compensation we paid to our executive officers and directors for the year ended December 31, 2023, was approximately NIS 5.1 million ($1.4 million).
This amount includes approximately NIS 4.2 million ($1.2 million) paid, set aside or accrued to provide pension, severance, retirement or similar benefits or expenses and NIS 0.9 million ($0.3 million) share based compensation expenses, but does not include business travel, professional and business association dues and expenses reimbursed to office holders, and other benefits commonly reimbursed or paid by companies in our industry.
This amount includes approximately NIS 4.4 million ($1.2 million) paid, set aside or accrued to provide pension, severance, retirement or similar benefits or expenses and NIS 0.7 million ($0.19 million) share based compensation expenses, but does not include business travel, professional and business association dues and expenses reimbursed to office holders, and other benefits commonly reimbursed or paid by companies in our industry.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Senior Management The following table sets forth information regarding our executive officers, key employees and directors as of March 31, 2023. Unless otherwise stated, the address of our executive officers and directors is SaverOne 2014 Ltd., Em Hamoshavot Rd. 94, Petah Tikvah.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Senior Management The following table sets forth information regarding our executive officers, key employees and directors as of March 22, 2024. Unless otherwise stated, the address of our executive officers and directors is SaverOne 2014 Ltd., Em Hamoshavot Rd. 94, Petah Tikvah.
Internal Auditor Under the Companies Law, the board of directors is required to appoint an internal auditor recommended by the audit committee. The role of the internal auditor is to examine, among other things, whether the company’s actions comply with applicable law and proper business procedures.
Internal Auditor Under the Companies Law, the board of directors is required to appoint an internal auditor recommended by the audit committee. Our current internal auditor is Daniel Shapira. The role of the internal auditor is to examine, among other things, whether the company’s actions comply with applicable law and proper business procedures.
The Companies Law stipulates that an external director may not appoint an alternate director except under very limited circumstances. As of March 31, 2023, no director has appointed any other person as an alternate director.
The Companies Law stipulates that an external director may not appoint an alternate director except under very limited circumstances. As of March 22, 2024, no director has appointed any other person as an alternate director.
F. Disclosure of a registrant’s action to recover erroneously awarded compensation Not applicable. 59
F. Disclosure of a registrant’s action to recover erroneously awarded compensation Not applicable. 53
The internal auditor may not be an interested party, a director or an officer of the company, or a relative of any of the foregoing, nor may the internal auditor be our independent accountant or a representative thereof. Our current internal auditor is Daniel Shapira.
The internal auditor may not be an interested party, a director or an officer of the company, or a relative of any of the foregoing, nor may the internal auditor be our independent accountant or a representative thereof.
The remaining members are required to meet certain independence criteria and be paid in accordance with the regulations governing the compensation of external directors.
The chairman of the compensation committee must be an external director. The remaining members are required to meet certain independence criteria and be paid in accordance with the regulations governing the compensation of external directors.
With respect to those grantees subject to Israeli taxation, the 2015 Plan provides for granting options in compliance with Section 102 of the Israeli Income Tax Ordinance, 1961, or the Ordinance, under the capital gains track, and for grants to non-employee Israeli service providers, consultants and shareholders who hold 10% or more of our total share capital or are otherwise controlling shareholders pursuant to section 3(i) of the Ordinance, as further detailed below.
With respect to those grantees subject to Israeli taxation, the 2015 Plan provides for granting options in compliance with Section 102 of the Israeli Income Tax Ordinance, 1961, or the Ordinance, under the capital gains track, and for grants to non-employee Israeli service providers, consultants and shareholders who hold 10% or more of our total share capital or are otherwise controlling shareholders pursuant to section 3(i) of the Ordinance, as further detailed below. 52 Section 102 of the Ordinance allows employees, directors and officers who are not controlling shareholders and are considered Israeli residents to receive favorable tax treatment for compensation in the form of shares or options.
As of December 31, 2022, 980,702 options to purchase ordinary shares granted to our officers and directors were outstanding under our share option plan at a weighted average exercise price of NIS 8.13 ($2.30) per share. 53 In accordance with the Companies Law, the table below reflects the compensation granted to our five most highly compensated officers during or with respect to the year ended December 31, 2022.
As of December 31, 2023, 810,000 restricted shares and 896,702 options to purchase ordinary shares granted to our officers and directors were outstanding under our share option plan at a weighted average exercise price of NIS 7.53 ($2.07) per share. 46 In accordance with the Companies Law, the table below reflects the compensation granted to our five most highly compensated officers during or with respect to the year ended December 31, 2023.
These agreements provide for notice periods of varying duration for termination of the agreement by us or by the relevant executive officer, during which time the executive officer will continue to receive base salary and benefits. See “Item 3.D. Risk Factors — Risks Relating to Our Business.” C.
These agreements provide for notice periods of varying duration for termination of the agreement by us or by the relevant executive officer, during which time the executive officer will continue to receive base salary and benefits. See “Item 3.D. Risk Factors — Risks Relating to Our Business.” On February 24, 2020, we entered into a consulting agreement with Mr.
Name Age Position Executive Officers: Ori Gilboa 58 Chief Executive Officer and Director Yossi Cohen 54 Founder and Chief Operating Officer Tony Klein 43 Chief Financial Officer Aviram Meidan 48 VP, Research and Development Israel Eybi 55 Chief Marketing Officer Non-Employee Directors: Jacob Tenenboim 64 Chairman of the Board Sharon Schreiber (1)(2)(3) 48 External Director Shlomo Shalev (1)(2)(3) 59 External Director Yaron Be’eri (1)(3) 59 Director (1) Member of the Audit Committee (2) Member of the Compensation Committee (3) Independent director as defined under Nasdaq Marketplace Rule 5605(a)(2) and SEC Rule 10A-3(b)(1).
Name Age Position Executive Officers: Ori Gilboa 60 Chief Executive Officer and Director Yossi Cohen 56 Founder and Chief Operating Officer Omri Hagai 38 Chief Financial Officer Aviram Meidan 50 VP, Research and Development Non-Employee Directors: Jacob Tenenboim 66 Chairman of the Board Sharon Schreiber (1)(2)(3) 50 External Director Shlomo Shalev (1)(2)(3) 61 External Director Yaron Be’eri (1)(3) 61 Director (1) Member of the Audit Committee (2) Member of the Compensation Committee (3) Independent director as defined under Nasdaq Marketplace Rule 5605(a)(2) and SEC Rule 10A-3(b)(1).
Board Practices Board of Directors Our board of directors consists of seven directors, including two directors who are deemed external directors per the requirements of the Companies Law (see “External directors” below).
Gilboa are consistent with our compensation policy. C. Board Practices Board of Directors Our board of directors consists of five directors, including two directors who are deemed external directors per the requirements of the Companies Law (see “External directors” below).
A total of 173,481 ordinary shares are reserved but unissued under our 2015 Plan as of March 31, 2023. 58 The 2015 Plan is administered by our board of directors, which, on its own or upon the recommendation of a remuneration committee or any other similar committee of the board of directors, shall determine, subject to applicable law, the identity of grantees of awards and various terms of the grant.
The 2015 Plan is administered by our board of directors, which, on its own or upon the recommendation of a remuneration committee or any other similar committee of the board of directors, shall determine, subject to applicable law, the identity of grantees of awards and various terms of the grant.
Risk Factors — Risks Relating to Our Business” for a further description of the enforceability of non-competition clauses. We also provide certain of our employees with a company car, which is leased from a leasing company. Executive officers are also employed on the terms and conditions prescribed in employment agreements.
We also provide certain of our employees with a company car, which is leased from a leasing company. Executive officers are also employed on the terms and conditions prescribed in employment agreements.
Yossi Cohen served as Business Operations Manager at Motorola Solutions in Israel from 2007 to 2014. Mr. Yossi Cohen has an MBA and Bsc in Electric Engineering from Tel-Aviv University. Tony Klein, Chief Financial Officer Tony Klein has served as our Chief Financial Officer since July 2020. Mr. Klein also serves as the Chief Financial Officer of D.N.A.
Yossi Cohen served as Business Operations Manager at Motorola Solutions in Israel from 2007 to 2014. Mr. Yossi Cohen has an MBA and Bsc in Electric Engineering from Tel-Aviv University. Omri Hagai, Chief Financial Officer Omri Hagai has served as our Chief Financial Officer since August 2023. Mr.
Under the Companies Law, each committee of a company’s board of directors that is authorized to exercise powers of the board of directors is required to include at least one external director, and all external directors must be members of the company’s audit committee and compensation committee.
If at the time of election of an external director all of the members of the board of directors (excluding controlling shareholders or relatives of controlling shareholders) are of the same gender, the external director to be elected must be of the other gender. 49 Under the Companies Law, each committee of a company’s board of directors that is authorized to exercise powers of the board of directors is required to include at least one external director, and all external directors must be members of the company’s audit committee and compensation committee.
The shareholder approval must be by a simple majority of all votes cast, provided that (i) such majority includes a simple majority of the votes cast by non-controlling shareholders having no personal interest in the matter or (ii) the total number of votes of shareholders mentioned in clause (i) above who voted against such transaction does not exceed 2% of the total voting rights in the company.
The shareholder approval must be by a simple majority of all votes cast, provided that (i) such majority includes a simple majority of the votes cast by non-controlling shareholders having no personal interest in the matter or (ii) the total number of votes of shareholders mentioned in clause (i) above who voted against such transaction does not exceed 2% of the total voting rights in the company. 51 The Companies Law generally prohibits any director who has a personal interest in an extraordinary transaction from being present for the discussion and voting pertaining to such transaction in the audit committee or board of directors.
The responsibilities of a compensation committee under the Companies Law include recommending to the board of directors, for ultimate shareholder approval by a special majority, a policy governing the compensation of directors and officers based on specified criteria, reviewing modifications to and implementing such compensation policy from time to time, and approving the actual compensation terms of directors and officers prior to approval by the board of directors.
The responsibilities of a compensation committee under the Companies Law include recommending to the board of directors, for ultimate shareholder approval by a special majority, a policy governing the compensation of directors and officers based on specified criteria, reviewing modifications to and implementing such compensation policy from time to time, and approving the actual compensation terms of directors and officers prior to approval by the board of directors. 50 The Companies Law stipulates that the compensation committee must consist of at least three directors who meet certain independence criteria and must include all of the company’s external directors, who are required to constitute a majority of its members.
In addition, under the Companies Law, our board of directors must determine the minimum number of directors who are required to have financial and accounting expertise.
See “External directors” below for a description of the procedure for the election and dismissal of external directors. 48 In addition, under the Companies Law, our board of directors must determine the minimum number of directors who are required to have financial and accounting expertise.
An external director is entitled to reimbursement of expenses and compensation as provided in the regulations promulgated under the Companies Law, but is otherwise prohibited from receiving any other compensation from us, directly or indirectly, during his or her term and for two years thereafter. 55 Under the Companies Law, external directors must be elected at a shareholders’ meeting by a simple majority of the votes cast on the matter, provided that such majority includes a majority of the votes cast by non-controlling shareholders and shareholders who do not have a personal interest in the election (excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder), unless the votes cast by such shareholders against the election did not exceed 2% of our aggregate voting rights.
Under the Companies Law, external directors must be elected at a shareholders’ meeting by a simple majority of the votes cast on the matter, provided that such majority includes a majority of the votes cast by non-controlling shareholders and shareholders who do not have a personal interest in the election (excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder), unless the votes cast by such shareholders against the election did not exceed 2% of our aggregate voting rights.
An “extraordinary transaction” is a transaction other than in the ordinary course of business, other than on market terms or that is likely to have a material impact on the company’s profitability, assets or liabilities. 57 Pursuant to the Companies Law, extraordinary transactions in which a controlling shareholder has a personal interest require the approval of the audit committee, or the compensation committee if the transaction is in connection with employment or service with the company, the board of directors and the shareholders of the company.
Pursuant to the Companies Law, extraordinary transactions in which a controlling shareholder has a personal interest require the approval of the audit committee, or the compensation committee if the transaction is in connection with employment or service with the company, the board of directors and the shareholders of the company.
These agreements each contain provisions standard for a company in our industry regarding non-competition, confidentiality of information and assignment of inventions. Under currently applicable labor laws, we may not be able to enforce covenants not to compete and therefore may be unable to prevent our competitors from benefiting from the expertise of some of our former employees. See “Item 3.D.
Under currently applicable labor laws, we may not be able to enforce covenants not to compete and therefore may be unable to prevent our competitors from benefiting from the expertise of some of our former employees. See “Item 3.D. Risk Factors — Risks Relating to Our Business” for a further description of the enforceability of non-competition clauses.
Section 102 of the Ordinance allows employees, directors and officers who are not controlling shareholders and are considered Israeli residents to receive favorable tax treatment for compensation in the form of shares or options. Our non-employee service providers and controlling shareholders may only be granted options under section 3(i) of the Ordinance, which does not provide for similar tax benefits.
Our non-employee service providers and controlling shareholders may only be granted options under section 3(i) of the Ordinance, which does not provide for similar tax benefits.
External directors may be removed from office only under the limited circumstances set forth in the Companies Law. See “External directors” below for a description of the procedure for the election and dismissal of external directors.
External directors may be removed from office only under the limited circumstances set forth in the Companies Law.
Pursuant to our articles of association, other than the external directors, for whom special election requirements apply under the Companies Law, the vote required to appoint a director is a simple majority vote of holders of our voting shares participating and voting at the relevant meeting. 54 In addition, our articles of association allow our board of directors to appoint new directors to fill vacancies which can occur for any reason or as additional directors, provided that the number of board members shall not exceed the maximum number of directors mentioned above.
Pursuant to our articles of association, other than the external directors, for whom special election requirements apply under the Companies Law, the vote required to appoint a director is a simple majority vote of holders of our voting shares participating and voting at the relevant meeting.
Eybi holds a Bachelor of Business Administration from the University of Lincoln and an MA in Marketing from the University of Derby. Non-Executive Directors Jacob Tenenboim, Chairman of the Board of Directors Jacob Tenenboim has served on our board of directors as Chairman since July 2015. Since 2001, Mr.
Meidan holds an MBA from Heriot-Watt University, BA in Computer & Mathematics from Haifa University and a BA in Practical Engineering from ORT College. 45 Non-Executive Directors Jacob Tenenboim, Chairman of the Board of Directors Jacob Tenenboim has served on our board of directors as Chairman since July 2015. Since 2001, Mr.
We currently have two external directors: Shlomo Shalev, whose first term commenced on August 16, 2020, and ends on August 16, 2023, and Sharon Schreiber, whose first term commenced on August 18, 2022 and ends on August 18, 2025.
We currently have two external directors: Shlomo Shalev, who was re-elected as an external director by our shareholders in August 2023 for an additional three-year term ending in August 2026, and Sharon Schreiber, whose first term commenced on August 18, 2022 and ends on August 18, 2025.
Meidan served as Chief Technology Officer at Dai Telecom. Prior to that, Mr. Meidan served as Research and Development Manager at Motorola communication from 1999 to 2008. Mr. Meidan holds an MBA from Heriot-Watt University, BA in Computer & Mathematics from Haifa University and a BA in Practical Engineering from ORT College.
Prior to that, Mr. Meidan served as VP of Research and Development and Chief Technology Officer at Micronet Ltd from 2010 to 2018. From 2018-2010, Mr. Meidan served as Chief Technology Officer at Dai Telecom. Prior to that, Mr. Meidan served as Research and Development Manager at Motorola communication from 1999 to 2008. Mr.
Name and Principal Position Salary (1) Bonus (2) Equity-Based Compensation (3) Other Compensation (4) Total (NIS in thousands) Ori Gilboa (5) 1,301 - 663 - 1,964 Yossi Cohen 649 90 24 - 763 Tony Klein (6) 404 72 44 - 520 Israel Eiby 448 - 24 - 472 Aviram Meidan 757 - 122 - 879 (1) Salary includes the officer’s gross salary plus payment by us of social benefits on behalf of the officer.
Name and Principal Position Salary (1) Bonus (2) Equity-Based Compensation (3) Other Compensation (4) Total (NIS in thousands) Ori Gilboa (Chief Executive Officer) (5) 1,383 - 543 - 1,926 Yossi Cohen (Chief Operating Officer) 714 - 37 - 751 Aviram Meidan (VP, Research and Development) 908 - 79 - 987 Omri Hagai (Chief Financial Officer) (6) 242 - 22 - 264 Israel Eiby (Chief Marketing Officer) (7) 620 - - - 620 (1) Salary includes the officer’s gross salary plus payment by us of social benefits on behalf of the officer.
Klein is paid through a company of which he is one of its controlling shareholders. Employment and Consulting Agreements Our employees are employed under the terms prescribed in their respective employment contracts. The employees are entitled to the social benefits prescribed by law and as otherwise provided in their agreements.
The employees are entitled to the social benefits prescribed by law and as otherwise provided in their agreements. These agreements each contain provisions standard for a company in our industry regarding non-competition, confidentiality of information and assignment of inventions.
Removed
Biomedical Solutions Ltd. since 2015 and Unicorn Technologies since September 2020. Prior to that, Mr. Klein served as the Chief Financial Officer of Electreon Wireless Ltd. from 2017 to 2019, and the Chief Financial Officer of Tikun Olam Cannbit Pharmaceuticals Ltd. from 2018 to 2020. Mr. Klein holds a BA in Economic and Accounting from the Ruppin Academic Center. Mr.
Added
Hagai has over 10 years of financial experience, including experience in finance and audit related functions of SEC reporting companies. From 2021 to 2023, Mr. Hagai has served as a Director of Finance of BrainsWay Ltd. (Nasdaq: BWAY), where he managed its finance department and led the preparation of the company’s financial statements for SEC filings.
Removed
Israel Eybi, Chief Marketing Officer Israel Eybi , has served as our Chief Marketing Officer since July 2022. Mr. Eybi brings over 25 years of experience with proven success in building and leading business plans and strategies, to increase profitability particularly in the IoT (Internet of Things) field that focus on innovative automotive solutions. Prior to SaverOne, Mr.
Added
From 2018 to 2021, Mr. Hagai served as the Disclosure and Reporting Controller for Israel Chemicals Ltd. (NYSE: ICL). Prior to this role, Mr. Hagai served as the Assistant Controller for Israel Chemicals from 2016 to 2018. Prior to his public company roles, Mr.
Removed
Eybi was Business Development Executive at 4Cast during 2021 and Chief Customer Officer (CCO) at Israel’s main telephony group, Bezeq from 2019 to 2021, and prior to that with leading Israeli mobile operator Pelephone from 2006, most recently as their CCO. Prior to that Mr. Eybi served in sales roles with other telecommunications companies including Avaya, Cellcom and Eurocom.
Added
Hagai was appointed as our chief financial officer by our board of directors on August 6, 2023. (7) Mr. Eiby’s tenure terminated on September 15, 2023. Employment and Consulting Agreements Our employees are employed under the terms prescribed in their respective employment contracts.
Removed
In his role as CCO of Pelephone, Mr. Eybi was responsible for the business development of the connected vehicle B2B business for customers including services for fleet management. Mr. Eybi led Pelephone to become Israel’s leading player in the IoT field, especially in the automotive segment, with a market leading share of several hundred thousand connected vehicles. Mr.
Added
Ori Gilboa who has served as our chief executive offier since September 2019 and as a member of the board of directors since June 2020, which provides that Mr. Gilboa’s terms of office and services are for period of three years, subject to re-approval under the Companies Law and termination in accordance with the terms of the consulting agreement.
Removed
Arrangements for Election of Directors and Members of Management Our board of directors consist of seven directors, each of whom will continue to serve pursuant to their appointment until the first annual general meeting of shareholders held in 2023. B.
Added
On June 21, 2023 our compensation committee and board of directors approved, and on August 14, 2023 our shareholders approved, the re-approval of the terms of the consulting agreement, or the Consulting Agreement, with Mr. Ori Gilboa, as follows: Services : Mr.
Removed
If at the time of election of an external director all of the members of the board of directors (excluding controlling shareholders or relatives of controlling shareholders) are of the same gender, the external director to be elected must be of the other gender.
Added
Gilboa shall serve as our chief executive officer on full time basis for a period of three years, such renewed period to begin on September 1, 2023. The Consulting Agreement may be terminated at any time by Mr.
Removed
The Companies Law stipulates that the compensation committee must consist of at least three directors who meet certain independence criteria and must include all of the company’s external directors, who are required to constitute a majority of its members. The chairman of the compensation committee must be an external director.
Added
Gilboa or by us by giving the other party 90 days advance notice in writing, provided that we may terminate the agreement forthwith for cause without advance notice. 47 Consideration : In consideration for the services rendered by Mr. Gilboa, we shall pay to Mr.
Removed
The Companies Law generally prohibits any director who has a personal interest in an extraordinary transaction from being present for the discussion and voting pertaining to such transaction in the audit committee or board of directors.
Added
Gilboa a monthly consulting fee, or the Consulting Fee in the amount of NIS 120,000 plus VAT, if required by law. The Consulting Fee shall be indexed to the Israeli consumer price index and an accounting will be made accordingly every quarter. Bonus : Mr.
Added
Gilboa shall be entitled to a contingent annual bonus of up to six (6) monthly Consulting Fees, as may be adjusted from time to time in accordance with the terms of the Consulting Agreement, provided that Mr.
Added
Gilboa has fulfilled the measurable objectives which shall be determined by our compensation committee and board of directors once a year in accordance with the provisions of our compensation policy that will be in existence at the relevant time. Restricted Share Units : As previously approved by our board of directors, Mr.
Added
Gilboa shall be entitled, subject to (1) the terms of our 2015 Share Incentive Plan and (2)(A) the execution of a form of an award grant letter agreement , or the RSU Agreement, with respect to restricted share units, or RSUs, which shall be approved and adopted us and (B) the execution all other required documents and agreements required by us, 900,000 RSUs, representing approximately 3% of our issued and outstanding ordinary shares as of the date of the grant, subject to, among other things, the vesting schedule provided below: The RSUs shall vest on quarterly basis over period of a three (3) year period, beginning on September 1, 2023, or the Vesting Commencement Date under the following schedule: forty percent (40%) of the RSUs shall vest by the end of the first anniversary of the Vesting Commencement Date, thirty percent (30%) of the RSUs shall vest by the end of the second anniversary of the Vesting Commencement Date and the remaining thirty percent (30%) of the RSUs shall vest by the end of the third anniversary of the Vesting Commencement Date, subject to Mr.
Added
Gilboa’s continued service through each such anniversary of the Vesting Commencement Date and the potential vesting Acceleration (as defined below and as further described in the RSU Agreement).
Added
An “Acceleration” means, in the event of (and conditional upon the completion of) any change of control, sale or merger, sale of a major asset or a major (each as further described in the RSU Agreement), all unvested RSUs shall vest immediately prior to the consummation of the sale. The proposed to the services terms of Mr.
Added
In addition, our articles of association allow our board of directors to appoint new directors to fill vacancies which can occur for any reason or as additional directors, provided that the number of board members shall not exceed the maximum number of directors mentioned above.
Added
An external director is entitled to reimbursement of expenses and compensation as provided in the regulations promulgated under the Companies Law, but is otherwise prohibited from receiving any other compensation from us, directly or indirectly, during his or her term and for two years thereafter.
Added
An “extraordinary transaction” is a transaction other than in the ordinary course of business, other than on market terms or that is likely to have a material impact on the company’s profitability, assets or liabilities.
Added
A total of 3,000,000 ordinary shares are reserved but unissued under our 2015 Plan as of March 25, 2024, following the approval our board of directors on March 24, 2024.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

13 edited+1 added−2 removed12 unchanged
Biggest change(5) Includes (i) 75,850 ordinary shares, (ii) options to purchase 6,746 ordinary shares exercisable within 60 days of March 31, 2023, at an exercise price of NIS 15.80 (approximately $4.5) per share, and (iii) warrants to purchase 12,100 ADSs (representing 60,500 ordinary shares) at an exercise price of $5.00 per ADS.
Biggest change(5) Represents options to purchase 12,500 ordinary shares exercisable within 60 days of March 22, 2024, at an average exercise price of NIS 1.00 (approximately $0.30) per share. Does not include 87,500 ordinary shares issuable upon exercise of outstanding equity instruments that are not exercisable within 60 days of March 22, 2024.
(1) Based on information contained in a Schedule 13G filed with the SEC on December 19, 2022. Includes 4,405,305 ordinary shares underlying 809,061 ADSs. 60 (2) Based on information contained in a Schedule 13D filed with the SEC on July 14, 2022 by Mr. Tenenboim. Includes (i) 2,676,143 ordinary shares held directly by Mr.
(1) Based on information contained in a Schedule 13G filed with the SEC on December 19, 2022. Includes 4,405,305 ordinary shares underlying 809,061 ADSs. 54 (2) Based on information contained in a Schedule 13D filed with the SEC on July 14, 2022 by Mr. Tenenboim. Includes (i) 2,676,143 ordinary shares held directly by Mr.
Related Party Transactions The following is a description of the material transactions we entered into with related parties since January 1, 2022. We believe that we have executed all of our transactions with related parties on terms no less favorable to us than those we could have obtained from unaffiliated third parties.
Related Party Transactions The following is a description of the material transactions we entered into with related parties since January 1, 2023. We believe that we have executed all of our transactions with related parties on terms no less favorable to us than those we could have obtained from unaffiliated third parties.
For purposes of the table below, we deem ordinary shares issuable pursuant to options that are currently exercisable or exercisable within 60 days of March 31, 2023 to be outstanding and to be beneficially owned by the person holding the options or warrants for the purposes of computing the percentage ownership of that person, but we do not treat them as outstanding for the purpose of computing the percentage ownership of any other person.
For purposes of the table below, we deem ordinary shares issuable pursuant to options that are currently exercisable or exercisable within 60 days of March 22, 2024 to be outstanding and to be beneficially owned by the person holding the options or warrants for the purposes of computing the percentage ownership of that person, but we do not treat them as outstanding for the purpose of computing the percentage ownership of any other person.
Major Shareholders The following table sets forth information regarding beneficial ownership of our ordinary shares as of March 31, 2023 by: ● each person, or group of affiliated persons, known to us to be the beneficial owner of more than 5% of our outstanding ordinary shares; ● each of our directors and executive officers; and ● all of our directors and executive officers as a group.
Major Shareholders The following table sets forth information regarding beneficial ownership of our ordinary shares as of March 22, 2024 by: ● each person, or group of affiliated persons, known to us to be the beneficial owner of more than 5% of our outstanding ordinary shares; ● each of our directors and executive officers; and ● all of our directors and executive officers as a group.
None of our shareholders has different voting rights from other shareholders. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. As of March 31, 2023, there was one holder of record of our ordinary shares in the United States.
None of our shareholders has different voting rights from other shareholders. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. As of March 22, 2024, there was one holder of record of our ordinary shares in the United States.
Directors, Senior Management and Employees—Compensation—Employment and Consulting Agreements.” In addition, we pay fees to certain of our non-executive directors in return for their service on our board of directors, in accordance with our compensation policy. For further information, see “Item 6.C.
Directors, Senior Management and Employees—Compensation—Employment and Consulting Agreements.” 55 In addition, we pay fees to certain of our non-executive directors in return for their service on our board of directors, in accordance with our compensation policy. For further information, see “Item 6.C. Directors, Senior Management and Employees—Board Practices—Director and Officer Compensation”.
The percentage of ordinary shares is based on 7,984,706 ordinary shares outstanding as of March 31, 2023. Except where otherwise indicated, we believe, based on information furnished to us by such owners, that the beneficial owners of the ordinary shares listed below have sole investment and voting power with respect to such shares.
The percentage of ordinary shares is based on 80,419,231 ordinary shares outstanding as of March 22, 2024. Except where otherwise indicated, we believe, based on information furnished to us by such owners, that the beneficial owners of the ordinary shares listed below have sole investment and voting power with respect to such shares.
Record Holders The Bank of New York Mellon, or BNY, is the holder of record for the Company’s American Depositary Receipt program, pursuant to which each ADS represents 5 ordinary shares. As of March 31, 2023, BNY held 17,373,930 ordinary shares representing 62.5% of our issued share capital held at that date.
Record Holders The Bank of New York Mellon, or BNY, is the holder of record for the Company’s American Depositary Receipt program, pursuant to which each ADS represents 5 ordinary shares. As of March 22, 2024, BNY held 72,254,525 ordinary shares representing 90% of our issued share capital held at that date.
Name of Beneficial Owner Number of Shares Beneficially Owned Percentage 5% or greater shareholders Alexandre Weinstein Manieu (1) 4,045,305 14.6 % Directors and executive officers Jacob Tenenboim (2) 3,131,855 10.9 % Ori Gilboa (3) 283,300 * Yossef Cohen (4) 301,829 1.1 % Tony Klein (5) 143,096 * Aviram Meidan (6) 129,672 * Yaron Beeri (7) 14,912 * Shlomo Shalev 2,200 * All directors and executive officers as a group (7 persons) 4,006,864 14.0 % * Less than one percent (1%).
Name of Beneficial Owner Number of Shares Beneficially Owned Percentage 5% or greater shareholders Alexandre Weinstein Manieu (1) 4,045,305 5.0 % Directors and executive officers Jacob Tenenboim (2) 3,131,855 3.9 % Ori Gilboa (3) 547,875 * Yossef Cohen (4) 345,579 * Omri Hagai (5) 12,500 * Aviram Meidan (6) 185,922 * Yaron Beeri (7) 14,912 * Shlomo Shalev (8) 2,200 * All directors and executive officers as a group (7 persons) 4,240,843 5.3 % * Less than one percent (1%).
(6) Represents options to purchase 129,672 ordinary shares exercisable within 60 days of March 31, 2023, at an average exercise price of NIS 9.0 (approximately $2.55) per share. (7) Represents options to purchase 14,912 ordinary shares exercisable within 60 days of March 31, 2023, at an exercise price of NIS 5.56 (approximately $1.6) per share.
(7) Represents options to purchase 14,912 ordinary shares exercisable within 60 days of March 22, 2024, at an exercise price of NIS 5.70 (approximately $1.60) per share. (8) Represents options to purchase 2,200 ordinary shares exercisable within 60 days of March 22, 2024, at an exercise price of NIS 5.70 (approximately $1.60) per share.
(4) Includes (i) 246,211 ordinary shares and (ii) options to purchase 55,618 ordinary shares exercisable within 60 days of March 31 2023, at an exercise price of NIS 0.3 (approximately $0.09) per share.
(4) Includes (i) 246,211 ordinary shares and (ii) options to purchase 99,368 ordinary shares exercisable within 60 days of March 22, 2024, at an average exercise price of NIS 0.90 (approximately $0.25) per share. Does not include 56,250 ordinary shares issuable upon exercise of outstanding equity instruments that are not exercisable within 60 days of March 22, 2024.
(3) Includes (i) 9,875 ordinary shares and (ii) options to purchase 273,425 ordinary shares exercisable within 60 days of March 31, 2023, at an exercise price of NIS 13.6 (approximately $3.8) per share.
(3) Includes (i) 189,875 ordinary shares and (ii) options to purchase 358,000 ordinary shares exercisable within 60 days of March 22, 2024, at an average exercise price of NIS 16.40 (approximately $4.50) per share. Does not include 720,000 ordinary shares issuable upon exercise of outstanding equity instruments that are not exercisable within 60 days of March 22, 2024.
Removed
Directors, Senior Management and Employees—Board Practices—Director and Officer Compensation”. 61 December 2022 Private Placement In December 2022, we entered into the December 2022 Purchase Agreement with Mr. Alejandro Weinstein for the issuance in a private placement of 809,061 ADSs at a price of $1.854 per ADS.
Added
(6) Represents options to purchase 185,922 ordinary shares exercisable within 60 days of March 22, 2024, at an average exercise price of NIS 7.40 (approximately $2.04) per share. Does not include 56,250 ordinary shares issuable upon exercise of outstanding equity instruments that are not exercisable within 60 days of March 22, 2024.
Removed
The sale of the ADSs pursuant to the December Private Placement Agreement resulted in gross proceeds to the Company of approximately $1.5 million. The closing of the December 2022 Private Placement occurred the week of December 12, 2022.

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