SaverOne 2014 Ltd ADR美股招股说明书(2025-12-23版)

Up to 108,000,000,000 Ordinary SharesRepresented by 10,000,000 American Depositary Shares SaverOne 2014 Ltd. This prospectus relates to the offer and sale from time to time, by YA II PN, LTD., a Cayman Islands exempt limitedpartnership (“Yorkville” or the “Selling Shareholder”), of up to107,731,483,200 ordinary shares, par value NIS 0.01 per share (the“Ordinary Shares”) of SaverOne 2014 Ltd. (“SaverOne” or the “Company”) represented by 9,975,137 American Depositary Shares(“ADS”) that may be issued to Yorkville pursuant to the standby equity purchase agreement, dated as of October 30, 2025, entered intoby and between Yorkville and the Company (the “SEPA”) at the election of the Company following an Advance Notice (as definedbelow) and 268,516,800 Ordinary Shares represented by 24,862 ADS issued to Yorkville on November 4, 2025 as an initialcommitment fee in consideration of Yorkville’s undertakings under the SEPA. Each ADS represents ten thousand eight hundred Pursuant to the SEPA, subject to the terms and conditions set forth therein, the Company has the right, but not the obligation,to issue (each such issuance, an “Advance”) to Yorkville, and Yorkville has the obligation to subscribe for the Company’s ADSs for anaggregate subscription amount of up to $50million (the “Commitment Amount”), at any time from the date of the SEPA until October Under the SEPA, Yorkville advanced to the Company the principal amount of $1,500,000 (the “Pre-PaidAdvance”), which isevidenced by a promissory note (the “Promissory Note”). The Promissory Note (i) bears an interest at a rate of 8.0%, (ii) was issuedwith a 3% discount, (iii) has a maturity date of October 30, 2026, and (iv) is required to be repaid in cash in 10 equal monthlyinstallments beginning on January 28, 2026. Yorkville may declare the full unpaid principal amount of the Promissory Note, together Yorkville is not required to subscribe for or acquire any ADSs under the SEPA if those ADSs, when aggregated with all otherADSs or Ordinary Shares acquired by Yorkville under the SEPA, would result in Yorkville beneficially owning more than 9.99% of the The Company undertook to pay to Yorkville a structuring fee in the amount of $25,000, and a commitment fee in an amountequal to 1.00% of the Commitment Amount in consideration of Yorkville’s irrevocable commitment to purchase shares under theSEPA (the “Commitment Fee”), of which (i) one-fifth (20%) of the Commitment Fee is due within 5 days of the date of the SEPA and(ii) within 5 days of the date upon which the Company has received aggregate Advances (including Pre-Paid Advances) hereunderequal to or exceeding $10,000,000, an additional one-fifth (20%) of the Commitment Fee, and thereafter an additional one-fifth (20%)of the Commitment Fee following receipt by the Company of aggregate Advances equal to or exceeding $10,000,000, in each case bythe issuance to Yorkville on the date such portion of the Commitment Fee is due of such number of ADSs that is equal to the portion of We are not selling any of our securities under this prospectus, and we will not receive any of the proceeds from the sale of oursecurities by Yorkville. We will bear all costs, expenses and fees in connection with the registration of the ADSs under this prospectus. See the section titled “The Yorkville Transaction” for a description of the transaction contemplated by the SEPA and “SellingShareholder” for additional information regarding Yorkville. As of the date of this prospectus, we are unable to estimate the actual total amount of proceeds that we may receive under theSEPA, as it will depend on a number of factors, including the Conversion Price, the frequency and prices at which we issue ADSs toYorkville, market conditions and the trading price of our Ordinary Shares, our ability to meet the conditions set forth in the SEPA, and Yorkville is an “underwriter” within the meaning of Section2(a)(11)of the Securities Actof1933, as amended (the“Securities Act”), and any profits on the sales of shares of our ADSs by Yorkville and any discounts, commissions, or concessions Our Ordinary Shares are listed on the Tel Aviv Stock Exchange Ltd., or the TASE, under the symbol “SVRE.” The lastreported sale price of our ordinary shares on the TASE on December 10, 2025, was NIS 0.01 or $0.003 per share (based on the Our ADSs are listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “SVRE. The last reported sale price of ourADSs on Nasdaq on December 12, 2025, was $3.00 per ADS. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. Youshould read this entire prospectus and any amendments or supplements carefully before you make your investment decision. We are both an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act,and, a “foreign private issuer,” as defined under the U.S. federal securities laws, and as such, are eligible for re