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Eco Wave Power Global AB publ

For the period ended Dec 31, 2024. Filed Mar 3, 2025.

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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.

FY2024 · Filed Mar 3, 2025

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 31,2024

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:

46,733,844 common shares as of December 31, 2024.

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☒

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 Structure47
D.Property, Plants and Equipment48
ITEM 4.AUNRESOLVED STAFF COMMENTS49
ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS49
A.Operating Results49
B.Liquidity and Capital Resources53
C.Research and Development, Patents and Licenses, etc.56
D.Trend Information56
E.Critical Accounting Estimates56
ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES58
A.Directors and Senior Management58
B.Compensation59
C.Board Practices60
D.Employees61
E.Share Ownership61
F.Disclosure of Registrant’s Action to Recover Erroneously Awarded Compensation63
ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS63
A.Major Shareholders63
B.Related Party Transactions64
C.Interests of Experts and Counsel65
ITEM 8.FINANCIAL INFORMATION65
A.Consolidated Statements and Other Financial Information65
B.Significant Changes65
ITEM 9.THE OFFER AND LISTING65
A.Offer and Listing Details65
B.Plan of Distribution66
C.Markets66
D.Selling Shareholders66
E.Dilution66
F.Expenses of the Issue66

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ITEM 10.ADDITIONAL INFORMATION66
A.Share Capital66
B.Memorandum and Articles of Association66
C.Material Contracts66
D.Exchange Controls66
E.Taxation66
F.Dividends and Paying Agents70
G.Statement by Experts70
H.Documents on Display70
I.Subsidiary Information71
ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK71
ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES71
A.Debt Securities71
B.Warrants and rights71
C.Other Securities71
D.American Depositary Shares72
PART II
ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES73
ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS73
ITEM 15.CONTROLS AND PROCEDURES73
ITEM 16.[Reserved]74
ITEM 16.AAUDIT COMMITTEE FINANCIAL EXPERT74
ITEM 16.BCODE OF ETHICS74
ITEM 16.CPRINCIPAL ACCOUNTANT FEES AND SERVICES74
ITEM 16.DEXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES75
ITEM 16.EPURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS75
ITEM 16.FCHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT75
ITEM 16.GCORPORATE GOVERNANCE76
ITEM 16.HMINE SAFETY DISCLOSURE76
ITEM 16.IDISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.76
ITEM 16.JINSIDER TRADING POLICIES77
ITEM 16.KCYBERSECURITY77
PART III
ITEM 17.FINANCIAL STATEMENTS78
ITEM 18.FINANCIAL STATEMENTS78
ITEM 19.EXHIBITS78

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