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Eco Wave Power Global AB publ

For the period ended Dec 31, 2023. Filed Mar 28, 2024.

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About this filing

The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.

FY2023 · Filed Mar 28, 2024

WAVE$4.40+1.1%Stored close · as of Nov 6, 2026
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**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No.:001-40554

ECO WAVE POWER GLOBAL AB (PUBL)

(Exact name of registrant as specified in its charter)

Translation of registrant’s name into English: Not applicable

**Kingdom of Sweden **

(Jurisdiction of incorporation or organization)

52 Derech Menachem Begin Street

Tel Aviv 6713701, Israel

(Address of principal executive offices)

**Inna Braverman

Chief Executive Officer

52 Derech Menachem Begin St.

Tel Aviv-Yafo, Israel 6713701

Tel: +972-3-509-4017

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
American Depositary SharesWAVEThe Nasdaq Stock Market LLC
Common Shares, no par value *The Nasdaq Stock Market LLC*
*Not for trading, but only in connection with the registration of the American Depositary Shares.

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

44,394,844 common shares as of December 31, 2023.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act of 1934.

Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐Accelerated filer ☐
Non-accelerated filer ☒Emerging Growth Company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Yes ☐ No☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.

U.S. GAAP ☐

International Financial Reporting Standards as issued by the International Accounting Standards Board ☒

Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company.

Yes ☐ No☒

Do the financial statements included in the report correct any errors to previous statements.

Yes ☐ No ☒

Are any corrections restatements that required a recovery analysis of incentive-based compensation

Yes ☐ No ☒

TABLE OF CONTENTS

Page
INTRODUCTIONiii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiv
SUMMARY RISK FACTORSvi
PART I
ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1
ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1
ITEM 3.KEY INFORMATION1
A.[Reserved]1
B.Capitalization and Indebtedness1
C.Reasons for the Offer and Use of Proceeds1
D.Risk Factors1
ITEM 4.INFORMATION ON THE COMPANY30
A.History and Development of the Company30
B.Business Overview31
C.Organizational Structure46
D.Property, Plants and Equipment47
ITEM 4.AUNRESOLVED STAFF COMMENTS48
ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS48
A.Operating Results48
B.Liquidity and Capital Resources52
C.Research and Development, Patents and Licenses, etc.55
D.Trend Information55
E.Critical Accounting Estimates55
ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES57
A.Directors and Senior Management57
B.Compensation58
C.Board Practices59
D.Employees60
E.Share Ownership60
F.Action to Recover Erroneously Awarded Compensation62
ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS62
A.Major Shareholders62
B.Related Party Transactions63
C.Interests of Experts and Counsel64
ITEM 8.FINANCIAL INFORMATION64
A.Consolidated Statements and Other Financial Information64
B.Significant Changes64
ITEM 9.THE OFFER AND LISTING64
A.Offer and Listing Details64
B.Plan of Distribution65
C.Markets65
D.Selling Shareholders65
E.Dilution65
F.Expenses of the Issue65

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ITEM 10.ADDITIONAL INFORMATION65
A.Share Capital65
B.Memorandum and Articles of Association65
C.Material Contracts65
D.Exchange Controls65
E.Taxation65
F.Dividends and Paying Agents69
G.Statement by Experts69
H.Documents on Display69
I.Subsidiary Information70
ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK70
ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES70
A.Debt Securities70
B.Warrants and rights70
C.Other Securities70
D.American Depositary Shares71
PART II
ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES72
ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS72
ITEM 15.CONTROLS AND PROCEDURES72
ITEM 16.[Reserved]73
ITEM 16.AAUDIT COMMITTEE FINANCIAL EXPERT73
ITEM 16.BCODE OF ETHICS73
ITEM 16.CPRINCIPAL ACCOUNTANT FEES AND SERVICES73
ITEM 16.DEXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES73
ITEM 16.EPURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS73
ITEM 16.FCHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT73
ITEM 16.GCORPORATE GOVERNANCE74
ITEM 16.HMINE SAFETY DISCLOSURE74
ITEM 16.IDISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.74
ITEM 16.JINSIDER TRADING POLICIES74
ITEM 16.KCYBERSECURITY74
PART III
ITEM 17.FINANCIAL STATEMENTS75
ITEM 18.FINANCIAL STATEMENTS75
ITEM 19.EXHIBITS75

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ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.