SEC Form SC 13G filed by SaverOne 2014 Ltd.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

SAVERONE 2014 LTD.

(Name of Issuer)  

Ordinary Shares, par value NIS 0.01 per share

(Title of Class of Securities)

80516T105

(CUSIP Number)

June 21, 2024

(Date of Event, which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨       Rule 13d-1(b)

x      Rule 13d-1(c)

¨       Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information, which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act out shall be subject to all other provisions of the Act, (however, see the Notes).

CUSIP No. 80516T105

* 8,500,000 Ordinary Shares, par value NIS 0.01 per share (“Ordinary Shares”) of SaverOne 2014 Ltd., consisting of direct ownership of 1,700,000 American Depositary Shares (“ADSs”), with each ADS representing 5 Ordinary Shares.

** Calculation based on 87,184,231 outstanding Ordinary Shares as reported by the Issuer in its Form 424B4 filed with the U.S. Securities and Exchange Commission on June 25, 2024.

CUSIP No. 80516T105

* 8,500,000 Ordinary Shares of the Issuer, consisting of direct ownership of 1,700,000 ADSs, with each ADS representing 5 Ordinary Shares.

** Calculation based on 87,184,231 outstanding Ordinary Shares as reported by the Issuer in its Form 424B4 filed with the U.S. Securities and Exchange Commission on June 25, 2024.

CUSIP No. 80516T105

* 8,500,000 Ordinary Shares of the Issuer, consisting of direct ownership of 1,700,000 ADSs, with each ADS representing 5 Ordinary Shares.

** Calculation based on 87,184,231 outstanding Ordinary Shares as reported by the Issuer in its Form 424B4 filed with the U.S. Securities and Exchange Commission on June 25, 2024. 

CUSIP No. 80516T105

* 8,500,000 Ordinary Shares of the Issuer, consisting of direct ownership of 1,700,000 ADSs, with each ADS representing 5 Ordinary Shares.

** Calculation based on 87,184,231 outstanding Ordinary Shares as reported by the Issuer in its Form 424B4 filed with the U.S. Securities and Exchange Commission on June 25, 2024.

CUSIP No. 80516T105

* 8,500,000 Ordinary Shares of the Issuer, consisting of direct ownership of 1,700,000 ADSs, with each ADS representing 5 Ordinary Shares.

** Calculation based on 87,184,231 outstanding Ordinary Shares as reported by the Issuer in its Form 424B4 filed with the U.S. Securities and Exchange Commission on June 25, 2024.

CUSIP No. 80516T105

* 8,500,000 Ordinary Shares of the Issuer, consisting of direct ownership of 1,700,000 ADSs, with each ADS representing 5 Ordinary Shares.

** Calculation based on 87,184,231 outstanding Ordinary Shares as reported by the Issuer in its Form 424B4 filed with the U.S. Securities and Exchange Commission on June 25, 2024.

CUSIP No. 80516T105

* 8,500,000 Ordinary Shares of the Issuer, consisting of direct ownership of 1,700,000 ADSs, with each ADS representing 5 Ordinary Shares.

** Calculation based on 87,184,231 outstanding Ordinary Shares as reported by the Issuer in its Form 424B4 filed with the U.S. Securities and Exchange Commission on June 25, 2024.

CUSIP No. 80516T105

* 8,500,000 Ordinary Shares of the Issuer, consisting of direct ownership of 1,700,000 ADSs, with each ADS representing 5 Ordinary Shares.

** Calculation based on 87,184,231 outstanding Ordinary Shares as reported by the Issuer in its Form 424B4 filed with the U.S. Securities and Exchange Commission on June 25, 2024. 

Item 1.

SaverOne 2014 Ltd.

Em Hamoshavot Rd. 94

Petah Tikvah, Israel

YA II PN, Ltd.

1012 Springfield Ave.

Mountainside, NJ 07092

Cayman Islands

Ordinary Shares, par value NIS 0.01 per share

80516T105 (assigned to the American Depositary Shares (“ADSs”). Each ADS represents 5 Ordinary Shares)

Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.

* 8,500,000 Ordinary Shares of the Issuer, consisting of direct ownership of 1,700,000 ADSs, with each ADS representing 5 Ordinary Shares.

** Calculation based on 87,184,231 outstanding Ordinary Shares as reported by the Issuer in its Form 424B4 filed with the U.S. Securities and Exchange Commission on June 25, 2024. 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

The reporting persons own an aggregate of 8,500,000 Ordinary Shares of the Issuer, consisting of direct ownership of 1,700,000 ADSs, with each ADS representing 5 Ordinary Shares.

Direct beneficial ownership of such Ordinary Shares by the reporting persons is as follows:

In addition, YA II PN, Ltd. (“YA II”) entered into a Standby Equity Purchase Agreement (“SEPA”) with the Issuer, dated as of June 5, 2023, as ameded. Under the SEPA, the Issuer has the option to sell up to $15 million of its ADRs, each ADS representing 5 Ordinary Shares, to YA II, and YA II is obligated to purchase such shares, at a price and on the terms and subject to the conditions set forth in the SEPA. Under the SEPA, the Issuer is prohibited from issuing and selling shares to YA II to the extent that it would cause the aggregate number of shares beneficially owned by YA II and its affiliates to exceed 4.99% of the outstanding voting power or number of Ordinary Shares of the Issuer. In connection with the SEPA, YA II loaned to the Issuer an amount of $2,000,000 evidenced by a non-convertible promissory note, and on December 11, 2023 YA II loaned to the Issuer an additional $1,000,000 evidenced by a second non-convertible promissory note. As of the date hereof, the first note has been fully repaid and $1,000,000 of principal amount remains outstanding under the second note.

Below is a description of the relationship among the reporting persons:

YA II PN, Ltd. (“YA II”) is beneficially owned by YA Global Investments II (U.S.), LP (the “YA Feeder”). Yorkville Advisors Global, LP (the “YA Advisor”) is the investment manager to YA II. Yorkville Advisors Global II, LLC (the “YA Advisor GP”) is the general partner to the YA Advisor. YAII GP, LP (the “YA GP”) is the general partner to the YA Feeder. YAII GP II, LLC (the “Yorkville GP”) is the general partner to the YA GP. Mark Angelo makes the investment decisions on behalf of YA II. Accordingly, each of YA II, YA Feeder, the YA Advisor, the YA Advisor GP, the YA GP, the Yorkville GP and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of Ordinary Shares.

YAII GP, LP is the general partner of SC-Sigma Global Partners, LP (“SC-Sigma”), which is an investor in YA II. YAII GP II, LLC is the general partner of YAII GP, LP. The YA Advisor is the investment manager to SC-Sigma. Accordingly, SC-Sigma, the YA GP, the Yorkville GP, the YA Advisor, and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of shares of Ordinary Shares.

For purposes of this filing, each of the reporting persons is deemed an affiliate of each other reporting person.

Not Applicable

See Item 6.

Not Applicable

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as participant in any transaction having that purpose or effect.

Additional Information:

Each Reporting Person disclaims beneficial ownership of any securities beneficially owned by each other Reporting Person, and its report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for the purpose of Section 16 or for any other purpose.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement in true, complete and correct.