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SaverOne 2014 Ltd.

For the period ended Dec 31, 2025. Filed Mar 27, 2026.

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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.

FY2025 · Filed Mar 27, 2026

SVRE$0.83+15.9%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 31,2025

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

Date of event requiring this shell company report ____________

For the transition period from ____________ to ____________

Commission File No.:001-41387

(Exact name of registrant as specified in its charter)

Translation of registrant’s name into English: Not applicable

IsraelEm Hamoshavot Rd. 94 Petah Tikvah, 4970602 Israel +972-39094177
(Jurisdiction of incorporation or organization)(Address of principal executive offices)

Ori Gilboa

Chief Executive Officer

+972-39094177

OriG@saver.one

Em Hamoshavot Rd. 94

**Petah Tikvah, Israel **

(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 class to be registeredTrading Symbol(s)Name of each exchange on which each class is to be registered
American Depositary Shares, each representing 43,200 ordinary shares, par value NIS 0.01 per shareSVRENasdaq Capital Market
Ordinary shares, par value NIS 0.01 per share—Nasdaq Capital Market*
Warrants to purchase ordinary shares, par value NIS 0.01 per shareSVREWNasdaq Capital Market
*Listed not for trading or quotation purposes, but only in connection with the registration of American Depositary Shares representing such ordinary shares pursuant to the requirements of the Securities and Exchange Commission. The American Depositary Shares are registered under the Securities Act of 1933, as amended, pursuant to a separate registration statement on Form F-6 (File No. 333- 263785).

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

Number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2025:29,961,257,022 ordinary shares.

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 electronically 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 7(a)(2)(B) of the Securities 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.☐

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
EMERGING GROWTH COMPANY STATUSiv
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiv
MARKET, INDUSTRY, AND OTHER DATAvi
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 COMPANY33
A.History and Development of the Company33
B.Business Overview33
C.Organizational Structure53
D.Property, Plants and Equipment53
ITEM 4A.UNRESOLVED STAFF COMMENTS53
ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS54
A.Operating Results55
B.Liquidity and Capital Resources58
C.Research and Development, Patents and Licenses61
D.Trend Information61
E.Critical Accounting Estimates61
ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES62
A.Directors and Senior Management62
B.Compensation64
C.Board Practices67
D.Employees71
E.Share Ownership71
F.Disclosure of a registrant’s action to recover erroneously awarded compensation72
ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS72
A.Major Shareholders72
B.Related Party Transactions74
C.Interests of Experts and Counsel75
ITEM 8.FINANCIAL INFORMATION75
A.Statements and Other Financial Information75
B.Significant Changes75
ITEM 9.THE OFFER AND LISTING75
A.Offer and Listing Details75
B.Plan of Distribution75
C.Markets75
D.Selling Shareholders75
E.Dilution76
F.Expenses of the Issue76

i

ITEM 10.ADDITIONAL INFORMATION76
A.Share Capital76
B.Articles of Association76
C.Material Contracts76
D.Exchange Controls76
E.Taxation76
F.Dividends and Paying Agents84
G.Statement by Experts84
H.Documents on Display84
I.Subsidiary Information85
ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK85
ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES87
A.Debt Securities87
B.Warrants and rights87
C.Other Securities89
D.American Depositary Shares89
PART II
ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES97
ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS97
ITEM 15.CONTROLS AND PROCEDURES97
ITEM 16.[RESERVED]98
ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT98
ITEM 16B.CODE OF ETHICS98
ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES98
ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES99
ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS99
ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT99
ITEM 16G.CORPORATE GOVERNANCE99
ITEM 16H.MINE SAFETY DISCLOSURE101
ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS101
ITEM 16J.INSIDER TRADING POLICIES101
ITEM 16K.CYBERSECURITY101
PART III
ITEM 17.FINANCIAL STATEMENTS103
ITEM 18.FINANCIAL STATEMENTS103
ITEM 19.EXHIBITS103
SIGNATURES105

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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.