Note 1 - General

SaverOne 2014 Ltd. (the “Company”) was founded in Israel on November 16, 2014 and commenced its business activity on that date (the “Inception Date”) 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 “SaverOne System”). Our principal executive offices are located at Em Hamoshavot Rd. 94, Petah Tikvah, 4970602 Israel.

The Company is currently in the early commercialization stage and has not yet generated sufficient revenues from selling of Saverone systems and its other activities. From the Inception Date and through June 30, 2026, the Company reported losses and a negative cash flow from current operating activity. As of June 30, 2026, the Company has an accumulated deficit of NIS 224,281 and it had a comprehensive loss of NIS 24,290 for the period of six months ended June 30, 2026.

The Company plans to finance its operations through the sale of equity and/or debt and is pursuing strategic collaborations, including a non-exclusive license agreement entered on January 26, 2026, with VisionWave Holdings, Inc., an Israeli public company listed on Nasdaq (“VisionWave”), pursuant to which the Company obtained a worldwide, royalty-free license to use VisionWave’s RF technology for the development and commercialization of an RF-based platform for defense and security applications.

In addition, the agreement with VisionWave included an Exchange Agreement (the “Exchange Agreement”), pursuant to which the Company issued to VisionWave, an aggregate number of 876,644 restricted American Depositary Shares (“ADSs”), representing 37,871,020,800 ordinary shares, and VisionWave issued to the Company restricted shares of its common stock having an aggregate value of approximately with an aggregate value of approximately $4.7 million (NIS 17,387) as set forth in the Exchange Agreement. However, as of June 30, 2026, the fair value of the Company’s investment in VisionWave stock was decreased to approx. $4.74 million (NIS 14,117) and during the reporting period ended June 30, 2026, the company recognized a loss of approx. $1.1 million (NIS 3,270) from the change in fair value of such investment. Also, subsequent to the date of the interim financial statements there was an additional significant decrease in the market price of VisionWave common stock. For further information, see Note 5 and Note 9 below.

In addition, the Company is working to increase its revenues from sales of the SaverOne Systems and to reduce its operating expenses. However, there can be no assurance that the Company will succeed in implementing its plans.

In order to utilize such credit or equity facilities, the Company must comply with applicable regulatory requirements, including those related to its continued listing on the Nasdaq. There can be no assurance that the Company will be able to satisfy these requirements in the future, and failure to do so may limit the Company’s ability to access these financing arrangements or to complete them. Furthermore, there can be no assurance that the Company will succeed in obtaining the necessary financing or generating sufficient revenues from product sales to meet its current obligations and achieve its business objectives. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 2 - Significant accounting policies

Note 3 - Standby Equity Purchase Agreements and Promissory Notes

As further described in Note 13C3 to the Company’s annual financial statements for the year ended December 31, 2025, on June 5, 2023, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd., Cayman Islands-based hedge fund (“Yorkville”). On July 16, 2024, the Company entered into a second Standby Equity Purchase Agreement (the “New SEPA”) with Yorkville. Upon the effectiveness of the New SEPA, the previous SEPA was terminated.

On October 30, 2025, the Company entered into a third SEPA agreement (“SEPA III”), pursuant to which Yorkville has committed to purchase up to $50 million of Company’s ADSs at Company direction from time to time during the commitment period, subject to the restrictions and satisfaction of the conditions in the SEPA III. Pursuant to the SEPA III, 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 an aggregate subscription amount of up to $50 million (the “Commitment Amount”), at any time from the date of the SEPA III until October 25, 2028, unless terminated earlier pursuant to the SEPA III (the “Commitment Period”), by delivering written notice to Yorkville (each, an “Advance Notice”). Upon the effectiveness of SEPA III, the New SEPA was terminated.

Yorkville is not required to subscribe for or acquire any ADSs under SEPA III if such ADSs, when aggregated with all other ADSs or ordinary shares beneficially owned by Yorkville and its affiliates, would result in Yorkville beneficially owning more than 9.99% of the Company’s outstanding ADSs or ordinary shares.

In connection with SEPA III, Yorkville advanced to the Company a principal amount of $1.5 million, evidenced by a promissory note bearing interest at 8%, issued with a 3% original issue discount and maturing on October 30, 2026. The promissory note was required to be repaid in 10 equal monthly installments beginning on January 28, 2026, and was required to be repaid in cash or settled in ADS through proceeds from Advances under SEPA III.

As of June 30, 2026, there were no outstanding balance of the Promissory Note issued under SEPA III, as the SEPA III Promissory Note was fully repaid during the six-month period ended June 30, 2026 (including early repayment of certain amounts).

During the six-month period ended June 30, 2026, the Company sold and issued to Yorkville under SEPA III 53,687,275,200 ordinary shares, represented by 1,242,761 ADSs, for total gross proceeds of $6,440 thousand (approximately NIS 19,551). Of the total proceeds, $4,948 thousand (approximately NIS 15,011) represented advances under SEPA III, and $1,492 thousand (approximately NIS 4,540) were applied toward the repayment of the principal and accrued interest under the Promissory Note, which was fully repaid as of June 30, 2026. The difference between the amount received or settled from the promissory note and the fair value of the ADS’s issued to Yorkville which amounted to approximately NIS 502 was recognized as part of financing expenses.

Note 4 - Share capital and reserves

On January 30, 2025, the Company completed a registered direct offering, as further described in Note 13C(4) to the Company’s annual financial statements for the year ended December 31, 2025. No additional registered direct offerings were completed during the six-month period ended June 30, 2026.

On August 18, 2025, the general meeting of shareholders of the Company approved to increase the authorized shares of the Company to 500,000,000,000 ordinary shares.

The ordinary shares of the Company grant the holders thereof the right to participate and vote in shareholders meetings, the right to receive a dividend, as declared, the right to participate in distributions of bonus shares and the right to participate in the distribution of the assets of the Company upon liquidation.

On February 25, 2026, the Company effected the change in the ADS ratio from one (1) ADS representing ten thousand eight hundred (10,800) Ordinary Shares, to one (1) ADS representing forty three thousand two hundred (43,200) Ordinary Shares. This change in the ADS has the effect on the existing ADSs on the basis of one (1) new ADS for every four (4) old ADSs (held by the Company’s ADS holders. All ADS numbers in the financial statements were adjusted to reflect the most recent change in the ADS ratio

Note 5 - Exchange Agreement with VisionWave Holdings, Inc

On January 26, 2026, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with VisionWave Holdings, Inc. (“VisionWave”), pursuant to which the parties agreed to enter into a strategic collaboration focused on the development and commercialization of radio-frequency (“RF”) based technologies for defense, homeland security and critical infrastructure applications.

Under the Exchange Agreement, the Company and VisionWave agreed to complete a staged equity exchange in three sequential stages. Upon completion of all stages, and subject to the terms and conditions of the Exchange Agreement, VisionWave was expected to beneficially own approximately 51% of the Company’s issued and outstanding ordinary share capital (on a fully diluted basis, excluding certain dilutive effects), and the Company was expected to receive VisionWave common stock with an aggregate value of approximately $7.0 million, subject to a short-term value protection mechanism as set forth in the Exchange Agreement (which was based on a decline of the market price of VisionWave Common Stock by more than 10% from the Price used for any Stage during the ten trading days following issuance).

In addition, pursuant to the Exchange Agreement, VisionWave granted the Company a perpetual, irrevocable, worldwide, royalty-free and non-exclusive license to certain of VisionWave’s proprietary RF technologies for the development, integration, commercialization and operation of RF-based products and solutions.

On March 5, 2026, following the approval of the Company’s shareholders at the Extraordinary General Meeting, the Company completed the initial closing (“Stage 1 Closing”) under the Exchange Agreement.

Upon the Stage 1 Closing, VisionWave issued to the Company 365,610 restricted shares of VisionWave common stock having an aggregate fair value of approximately $2.26 million (NIS 7,042), considering the effect of discount for lack of marketability of the shares. Based on the terms of the value protection mechanism, the company was not entitled to additional shares with respect to the Stage 1 Closing.

Note 6 - Loss per share

Basic and diluted net loss per ordinary share

Basic net loss per ordinary share is computed by dividing the net loss for the period applicable to ordinary shareholders, by the weighted average number of ordinary shares outstanding during the period (including shares that were fully paid under the pre-funded amount). Diluted loss per share gives effect to all potentially dilutive common shares outstanding during the period using the treasury stock method with respect to options and certain warrants and using the if-converted method with respect to certain warrants accounted for as derivative financial liability. In computing diluted loss per share, the average share price for the period is used in determining the number of shares assumed to be purchased from the exercise of options or warrants.

During the period of six months ended June 30, 2026 and 2025, the total weighted average number of ordinary shares, par value NIS 0.01 per share, of the Company related to outstanding options and warrants excluded from the calculation of the diluted loss per share was 421,145,717 and 358,709,597, respectively.

Note 7 - Financial risk factors

The Company’s activities expose it to a variety of financial risks , market risks, credit risks and liquidity risks. During each period, the Company assesses the financial risks and makes decisions regarding them accordingly.

The condensed interim financial statements do not include all financial risk information and disclosures required in the annual financial statements; they should be read in conjunction with the Company’s annual financial statements as of December 31, 2025.

There have been no changes in the risk management policies since the year-end.

Items, the carrying value of which is based on Fair value or approximates their fair value

The Company’s financial instruments which are part of its working capital, include mainly cash and cash equivalents, short-term bank deposits, restricted deposits, trade receivables, net other current assets, trade payables and other current liabilities. As of the reported periods, the balances of these financial instruments in the statements of financial position constitute an approximation of their fair values.

Also, as of June 30, 2026, the Company has an investment in marketable securities - shares of VisionWave, which is carried at fair value (see Note 5 above) based on the quoted market price of the shares taking into consideration the effect of a discount for lack of marketability due to transfer restrictions for a period of up to six months. See note 9 below, regarding a significant decrease in the market price of VisionWave common stock.

In addition, the Company has a liability in respect of government grants, a liability in respect of leasing and promissory notes, net that are measured at the initial recognition date at fair value and in subsequent periods at the amortized cost using the effective interest method. Taking into consideration that there has not been a significant change in the discount rate used for recognition of the liabilities and the current discount rate, the balance constitutes an approximation of fair value.

In addition, as of June 30, 2026, the company has a Derivative warrants liability in the amount of NIS 0 which is classified at fair value through profit or loss category. The fair value of such liability was measured based on Black & Scholes method (level 3 in the fair value measurement Hierarchy).

Note 8 - Non-binding agreement to invest in other Company

On June 30, 2026, the Company entered into a non-binding term sheet with Gryphen Aircraft Industries S.r.l., an Italian aerospace and defense technology company, for a proposed strategic investment.

Pursuant to the term sheet, the Company intends to invest an initial amount of €5.0 million in exchange for 33.3% of Gryphen’s fully diluted share capital, subject to the satisfactory completion of due diligence, execution of definitive agreements, receipt of required approvals and other customary closing conditions.

Subject to the achievement of certain milestones, the Company may increase its total investment to €8.33 million and will have an option to increase its ownership interest in Gryphen to 53%, based on a company valuation of €30 million.

As of the date of approval of these interim financial statements, the transaction has not been completed and remains subject to the execution of definitive agreements and the satisfaction of the applicable closing conditions.

Accordingly, no amounts relating to the proposed transaction have been recognized in these condensed interim financial statements.

Note 9 - Subsequent events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements, except as disclosed below.

During the period commencing on July 1, 2026 through the issuance date of these condensed interim financial statements, the Company sold 6,178,550,400 ordinary shares to Yorkville out of the Commitment Amount under the NEW SEPA for a total purchase price of $437 thousand.

Subsequent to the balance sheet date, the market price of VisionWave’s stock decreased significantly. During July 2026, the stock price declined by approximately 60%, with a further decline in early August 2026.