UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of October 2023
Commission file number: 001-41387
SaverOne 2014 Ltd.
(Translation of registrant’s name into English)
Em Hamoshavot Rd. 94
Petah Tikvah, Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F ☐
This Form 6-K is hereby incorporated by
reference into the registrant’s Registration Statements on Form S-8 (File No. 333-274455)
and Form F-3 (File No. 333-274458, 333-263338 and 333-269260), to be a part thereof from the date on which this report is submitted,
to the extent not superseded by documents or reports subsequently filed or furnished.
CONTENTS
Attached hereto and incorporated
herein is the Registrant’s press release issued on October 27, 2023, titled “SaverOne Announces Receipt of Nasdaq Minimum
Bid Price Notification”.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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SaverOne 2014 Ltd. |
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Date: October 27, 2023 |
By: |
/s/ Ori Gilboa |
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Name: |
Ori Gilboa |
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Title: |
Chief Executive Officer |
2
Exhibit 99.1
SaverOne
Announces Receipt of Nasdaq Minimum Bid Price Notification
Petah Tikvah, Israel, Oct. 27, 2023 (GLOBE
NEWSWIRE) -- SaverOne 2014 Ltd. (Nasdaq: SVRE, TASE: SVRE), a technology company specializing in transportation safety solutions,
announced today that on October 24, 2023, the Company received a written notice from the Nasdaq Stock Market LLC (“Nasdaq”)
indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2), as the Company’s closing bid price for its
American Depositary Shares was below $1.00 per share for the last 30 consecutive business days.
Pursuant to Nasdaq Listing Rule 5810(c)(3)(A),
the Company has been granted a 180-calendar day compliance period, or until April 22, 2024, to regain compliance with the minimum bid
price requirement. During the compliance period, the Company’s American Depositary Shares will continue to be listed and traded
on the Nasdaq Stock Market. To regain compliance, the closing bid price of the Company’s American Depositary Shares must meet or
exceed $1.00 per share for at least 10 consecutive business days during the 180-calendar day compliance period.
If the Company is not in compliance by April 22,
2024, the Company may be afforded a second 180-calendar day compliance period. To qualify for this additional time, the Company will be
required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for
the Nasdaq Capital Market with the exception of the minimum bid price requirement and will need to provide written notice of its intention
to cure the deficiency during the second compliance period. If the Company does not regain compliance within the allotted compliance period(s),
including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company’s American Depositary Shares
will be subject to delisting.
The Company intends to monitor the closing bid
price of its American Depositary Shares between now and April 22, 2024, and will consider available options to resolve the Company’s
noncompliance with the minimum bid price requirement as may be necessary. There can be no assurance that the Company will be able to regain
compliance with the minimum bid price requirement or will otherwise be in compliance with other Nasdaq listing criteria.
About SaverOne
SaverOne is a technology company engaged in the
design, development and commercialization of OEM and aftermarket solutions and technologies, to lower the risk of, and prevent, vehicle
accidents.
SaverOne’s initial line of products is a
suite of solutions that saves lives by preventing car accidents resulting from distraction from the use of mobile phones while driving.
SaverOne is also developing a sensor system for early location and direction detection under all visibility conditions of vulnerable road
users (VRU) through their cellphone footprint.
Learn more at https://saver.one/
Forward Looking Statements
This press release contains “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act and other securities laws that are subject to substantial
risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking
statements. Forward-looking statements contained in this press release include, but are not limited to, statements regarding SaverOne’s
strategic and business plans, technology, relationships, objectives and expectations for its business, the impact of trends on and interest
in its business, intellectual property or product and its future results, operations and financial performance and condition, and may
be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,”
“expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,”
“predict,” “project,” “target,” “aim,” “should,” “will” “would,”
or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking
statements are based on SaverOne’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult
to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate.
Many factors could cause SaverOne’s actual activities or results to differ materially from the activities and results anticipated in such
forward-looking statements. Factors that could cause our actual results to differ materially from those expressed or implied in such forward-looking
statements include, but are not limited to: the ability of our technology to substantially improve the safety of drivers; our planned
level of revenues and capital expenditures and our ability to continue as a going concern; the ability of our technology to substantially
improve the safety of drivers; our ability to market and sell our products; our plans to continue to invest in research and development
to develop technology for both existing and new products; our intention to advance our technologies and commercialization efforts; our
intention to use local distributors in each country or region that we will conduct business to distribute our products or technology;
our plan to seek patent, trademark and other intellectual property rights for our products and technologies in the United States and internationally,
as well as our ability to maintain and protect the validity of our currently held intellectual property rights; our expectations regarding
future changes in our cost of revenues and our operating expenses; our expectations regarding our tax classifications; interpretations
of current laws and the passage of future laws; acceptance of our business model by investors; the ability to correctly identify and enter
new markets; the impact of competition and new technologies; general market, political and economic conditions in the countries in which
we operate; projected capital expenditures and liquidity; our intention to retain key employees, and our belief that we maintain good
relations with all of our employees; any resurgence of the COVID-19 pandemic and its impact on our business and industry; and other risks
and uncertainties, including, but not limited to, the risks detailed in the Company’s Annual Report on Form 20-F filed with the U.S. Securities
and Exchange Commission (the “SEC”) on April 27, 2023 and in subsequent filings with the SEC. Forward-looking statements contained
in this announcement are made as of this date, and SaverOne undertakes no duty to update such information except as required under applicable
law.
International Investor Relations Contact:
Ehud Helft
+1 212 378 8040
saverone@ekgir.com
Israeli Investors Contact:
Jonathan
Eilat
John@theinvestor.co.il
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