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SaverOne 2014 Ltd.
Response Received
1 company response(s)
Medium - date proximity
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SaverOne 2014 Ltd.
Response Received
2 company response(s)
Medium - date proximity
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SaverOne 2014 Ltd.
Awaiting Response
0 company response(s)
High
SaverOne 2014 Ltd.
Response Received
1 company response(s)
Medium - date proximity
SEC wrote to company
2024-12-12
SaverOne 2014 Ltd.
Summary
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2024-12-12
SaverOne 2014 Ltd.
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SaverOne 2014 Ltd.
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2024-08-02
SaverOne 2014 Ltd.
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2024-08-05
SaverOne 2014 Ltd.
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SaverOne 2014 Ltd.
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2023-12-20
SaverOne 2014 Ltd.
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2023-12-20
SaverOne 2014 Ltd.
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SaverOne 2014 Ltd.
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2023-09-14
SaverOne 2014 Ltd.
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2023-09-26
SaverOne 2014 Ltd.
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SaverOne 2014 Ltd.
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2023-06-13
SaverOne 2014 Ltd.
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2023-06-14
SaverOne 2014 Ltd.
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SaverOne 2014 Ltd.
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2023-01-24
SaverOne 2014 Ltd.
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2023-01-24
SaverOne 2014 Ltd.
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SaverOne 2014 Ltd.
Response Received
32 company response(s)
High - file number match
SEC wrote to company
2022-03-22
SaverOne 2014 Ltd.
References: February 7, 2022
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2022-03-30
SaverOne 2014 Ltd.
References: February 7, 2022
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2022-04-21
SaverOne 2014 Ltd.
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2022-04-21
SaverOne 2014 Ltd.
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2022-04-27
SaverOne 2014 Ltd.
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2022-04-27
SaverOne 2014 Ltd.
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2022-05-05
SaverOne 2014 Ltd.
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2022-05-06
SaverOne 2014 Ltd.
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2022-05-06
SaverOne 2014 Ltd.
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2022-05-11
SaverOne 2014 Ltd.
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2022-05-11
SaverOne 2014 Ltd.
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2022-05-19
SaverOne 2014 Ltd.
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2022-05-19
SaverOne 2014 Ltd.
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2022-05-19
SaverOne 2014 Ltd.
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2022-05-19
SaverOne 2014 Ltd.
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2022-05-23
SaverOne 2014 Ltd.
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2022-05-23
SaverOne 2014 Ltd.
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2022-05-24
SaverOne 2014 Ltd.
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2022-05-24
SaverOne 2014 Ltd.
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2022-05-24
SaverOne 2014 Ltd.
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2022-05-24
SaverOne 2014 Ltd.
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2022-05-26
SaverOne 2014 Ltd.
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2022-05-26
SaverOne 2014 Ltd.
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2022-05-26
SaverOne 2014 Ltd.
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2022-05-26
SaverOne 2014 Ltd.
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2022-05-26
SaverOne 2014 Ltd.
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2022-05-26
SaverOne 2014 Ltd.
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2022-05-26
SaverOne 2014 Ltd.
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2022-05-26
SaverOne 2014 Ltd.
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2022-05-31
SaverOne 2014 Ltd.
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2022-05-31
SaverOne 2014 Ltd.
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2022-05-31
SaverOne 2014 Ltd.
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2022-05-31
SaverOne 2014 Ltd.
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SaverOne 2014 Ltd.
Awaiting Response
0 company response(s)
High
SEC wrote to company
2022-05-04
SaverOne 2014 Ltd.
Summary
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SaverOne 2014 Ltd.
Response Received
1 company response(s)
Medium - date proximity
SEC wrote to company
2022-02-24
SaverOne 2014 Ltd.
Summary
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2022-03-07
SaverOne 2014 Ltd.
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SaverOne 2014 Ltd.
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2022-01-25
SaverOne 2014 Ltd.
Summary
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Summary
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-07-01 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2025-06-30 | SEC Comment Letter | SaverOne 2014 Ltd. | Israel | 377-08137 | Read Filing View |
| 2025-03-31 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2025-03-31 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2025-03-28 | SEC Comment Letter | SaverOne 2014 Ltd. | Israel | 377-07808 | Read Filing View |
| 2025-03-28 | SEC Comment Letter | SaverOne 2014 Ltd. | Israel | 377-07807 | Read Filing View |
| 2024-12-12 | SEC Comment Letter | SaverOne 2014 Ltd. | Israel | 333-283669 | Read Filing View |
| 2024-12-12 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2024-08-05 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2024-08-02 | SEC Comment Letter | SaverOne 2014 Ltd. | Israel | 333-281034 | Read Filing View |
| 2023-12-20 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2023-12-20 | SEC Comment Letter | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2023-09-26 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2023-09-14 | SEC Comment Letter | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2023-06-14 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2023-06-13 | SEC Comment Letter | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2023-01-24 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2023-01-24 | SEC Comment Letter | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-31 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-31 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-31 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-31 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-26 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-26 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-26 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-26 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-26 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-26 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-26 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-26 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-24 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-24 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-24 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-24 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-23 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-23 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-19 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-19 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-19 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-19 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-11 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-11 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-06 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-06 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-05 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-04 | SEC Comment Letter | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-04-27 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-04-27 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-04-21 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-04-21 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-03-30 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-03-22 | SEC Comment Letter | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-03-07 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-02-24 | SEC Comment Letter | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-01-25 | SEC Comment Letter | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-06-30 | SEC Comment Letter | SaverOne 2014 Ltd. | Israel | 377-08137 | Read Filing View |
| 2025-03-28 | SEC Comment Letter | SaverOne 2014 Ltd. | Israel | 377-07808 | Read Filing View |
| 2025-03-28 | SEC Comment Letter | SaverOne 2014 Ltd. | Israel | 377-07807 | Read Filing View |
| 2024-12-12 | SEC Comment Letter | SaverOne 2014 Ltd. | Israel | 333-283669 | Read Filing View |
| 2024-08-02 | SEC Comment Letter | SaverOne 2014 Ltd. | Israel | 333-281034 | Read Filing View |
| 2023-12-20 | SEC Comment Letter | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2023-09-14 | SEC Comment Letter | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2023-06-13 | SEC Comment Letter | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2023-01-24 | SEC Comment Letter | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-04 | SEC Comment Letter | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-03-22 | SEC Comment Letter | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-02-24 | SEC Comment Letter | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-01-25 | SEC Comment Letter | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-07-01 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2025-03-31 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2025-03-31 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2024-12-12 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2024-08-05 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2023-12-20 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2023-09-26 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2023-06-14 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2023-01-24 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-31 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-31 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-31 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-31 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-26 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-26 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-26 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-26 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-26 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-26 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-26 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-26 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-24 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-24 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-24 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-24 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-23 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-23 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-19 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-19 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-19 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-19 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-11 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-11 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-06 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-06 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-05-05 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-04-27 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-04-27 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-04-21 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-04-21 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-03-30 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
| 2022-03-07 | Company Response | SaverOne 2014 Ltd. | Israel | N/A | Read Filing View |
2025-07-01 - CORRESP - SaverOne 2014 Ltd.
CORRESP 1 filename1.htm SaverOne 2014 Ltd. Em Hamoshavot Rd. 94 Petah Tikvah, Israel July 1, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street N.E. Washington, D.C. 20549 Attn: Matthew Crispino Re: SaverOne 2014 Ltd. Registration Statement on Form F-1 Filed on July 1, 2025 (the "Registration Statement") Dear Crispino: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the "Act"), SaverOne 2014 Ltd. (the "Company") hereby requests acceleration of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective at 4:30 p.m. on July 7, 2025, or as soon as practicable thereafter. In connection with such request, the undersigned hereby acknowledges the following: 1. Should the Securities and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing. 2. The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing. 3. The Company may not assert staff comments or the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Sincerely, SaverOne 2014 Ltd. By: /s/ Ori Gilboa Ori Gilboa Chief Executive Officer
2025-06-30 - UPLOAD - SaverOne 2014 Ltd. File: 377-08137
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> June 30, 2025 Ori Gilboa Chief Executive Officer and Director SaverOne 2014 Ltd. Em Hamoshavot Rd. 94 Petah Tikvah, Israel Re: SaverOne 2014 Ltd. Draft Registration Statement on Form F-1 Submitted June 24, 2025 CIK No. 0001894693 Dear Ori Gilboa: This is to advise you that we do not intend to review your registration statement. We request that you publicly file your registration statement at least two business days prior to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Matthew Crispino at 202-551-3456 with any questions. Sincerely, Division of Corporation Finance Office of Technology cc: David Aboudi, Esq. </TEXT> </DOCUMENT>
2025-03-31 - CORRESP - SaverOne 2014 Ltd.
CORRESP 1 filename1.htm SaverOne 2014 Ltd. Em Hamoshavot Rd. 94 Petah Tikvah, Israel March 31, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street N.E. Washington, D.C. 20549 Attn: Edwin Kim Re: SaverOne 2014 Ltd. Registration Statement on Form F-1 (File No. 333-286266 ) (the "Registration Statement") Dear Mr. Kim: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the "Act"), SaverOne 2014 Ltd. (the "Company") hereby requests acceleration of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective at 4:30 p.m. on April 2, 2025, or as soon as practicable thereafter. In connection with such request, the undersigned hereby acknowledges the following: 1. Should the Securities and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing. 2. The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing. 3. The Company may not assert staff comments or the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Sincerely, SaverOne 2014 Ltd. By: /s/ Ori Gilboa Ori Gilboa Chief Executive Officer
2025-03-31 - CORRESP - SaverOne 2014 Ltd.
CORRESP 1 filename1.htm SaverOne 2014 Ltd. Em Hamoshavot Rd. 94 Petah Tikvah, Israel March 31, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street N.E. Washington, D.C. 20549 Attn: Edwin Kim Re: SaverOne 2014 Ltd. Registration Statement on Form F-1 (File No. 333-286260 ) (the "Registration Statement") Dear Mr. Kim: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the "Act"), SaverOne 2014 Ltd. (the "Company") hereby requests acceleration of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective at 4:30 p.m. on April 2, 2025, or as soon as practicable thereafter. In connection with such request, the undersigned hereby acknowledges the following: 1. Should the Securities and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing. 2. The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing. 3. The Company may not assert staff comments or the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Sincerely, SaverOne 2014 Ltd. By: /s/ Ori Gilboa Ori Gilboa Chief Executive Officer
2025-03-28 - UPLOAD - SaverOne 2014 Ltd. File: 377-07808
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> March 28, 2025 Ori Gilboa Chief Executive Officer SaverOne 2014 Ltd. Em Hamoshavot Rd. 94 Petah Tikvah, Israel Re: SaverOne 2014 Ltd. Draft Registration Statement on Form F-1 File No. 377-07808 Submitted March 21, 2025 Dear Ori Gilboa: This is to advise you that we do not intend to review your registration statement. We request that you publicly file your registration statement no later than 48 hours prior to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Edwin Kim at 202-551-3297 with any questions. Sincerely, Division of Corporation Finance Office of Technology cc: David Aboudi, Esq. </TEXT> </DOCUMENT>
2025-03-28 - UPLOAD - SaverOne 2014 Ltd. File: 377-07807
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> March 28, 2025 Ori Gilboa Chief Executive Officer SaverOne 2014 Ltd. Em Hamoshavot Rd. 94 Petah Tikvah, Israel Re: SaverOne 2014 Ltd. Draft Registration Statement on Form F-1 Submitted March 21, 2025 CIK: 0001894693 Dear Ori Gilboa: This is to advise you that we do not intend to review your registration statement. We request that you publicly file your registration statement no later than 48 hours prior to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Edwin Kim at 202-551-3297 with any questions. Sincerely, Division of Corporation Finance Office of Technology cc: David Aboudi, Esq. </TEXT> </DOCUMENT>
2024-12-12 - UPLOAD - SaverOne 2014 Ltd. File: 333-283669
December 12, 2024
Ori Gilboa
Chief Executive Officer
SaverOne 2014 Ltd.
Em Hamoshavot Rd. 94
Petah Tikvah, Israel
Re:SaverOne 2014 Ltd.
Registration Statement on Form F-1
Filed December 6, 2024
File No. 333-283669
Dear Ori Gilboa:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rule 461 regarding requests for acceleration. We remind you that the
company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Marion Graham at 202-551-6521 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
2024-12-12 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
filename1.htm
SaverOne
2014 Ltd.
Em Hamoshavot Rd. 94
Petah Tikvah, Israel
December 12, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street N.E.
Washington, D.C. 20549
Attn: Marion Graham
Re:
SaverOne 2014 Ltd.
Registration Statement on Form F-1 (File No. 333-
283669) (the “Registration Statement”)
Dear Mr. Derby:
Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended (the “Act”), SaverOne 2014 Ltd.
(the “Company”) hereby requests acceleration
of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective at 2:30
p.m. on December 16, 2024, or as soon as practicable thereafter. In connection with such request, the undersigned hereby acknowledges
the following:
1. Should the Securities and Exchange
Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does
not foreclose the Commission from taking any action with respect to the filing.
2. The action of the Commission
or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing.
3. The Company may not assert
staff comments or the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
Sincerely,
SaverOne 2014 Ltd.
By:
/s/ Ori Gilboa
Ori Gilboa
Chief Executive Officer
2024-08-05 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
filename1.htm
SaverOne 2014 Ltd.
Em Hamoshavot Rd. 94
Petah Tikvah, Israel
August 5, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street N.E.
Washington, D.C. 20549
Attn: Matthew Derby
Re:
SaverOne 2014 Ltd.
Registration Statement on Form F-1 (File No. 333-281034)
(the “Registration Statement”)
Dear Mr. Derby:
Pursuant to Rule 461 promulgated under the
Securities Act of 1933, as amended (the “Act”), SaverOne 2014 Ltd. (the “Company”) hereby requests
acceleration of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become
effective at 4:30 p.m. on August 6, 2024, or as soon as practicable thereafter. In connection with such request, the undersigned
hereby acknowledges the following:
1. Should the Securities and
Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective,
it does not foreclose the Commission from taking any action with respect to the filing.
2. The action of the Commission
or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing.
3. The Company may not assert
staff comments or the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
Sincerely,
SaverOne 2014 Ltd.
By:
/s/ Ori Gilboa
Ori Gilboa
Chief Executive Officer
2024-08-02 - UPLOAD - SaverOne 2014 Ltd. File: 333-281034
August 2, 2024
Ori Gilboa
Chief Executive Officer
SaverOne 2014 Ltd.
Em Hamoshavot Rd. 94
Petah Tikvah, Israel
Re:SaverOne 2014 Ltd.
Registration Statement on Form F-1
Filed July 26, 2024
File No. 333-281034
Dear Ori Gilboa:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Mariam Mansaray at 202-551-5176 or Matthew Derby at 202-551-
3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Gary Emmanuel
2023-12-20 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
filename1.htm
SaverOne 2014 Ltd.
Em Hamoshavot Rd. 94
Petah Tikvah, Israel
December 20, 2023
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
RE:
SaverOne 2014 Ltd. (CIK 0001894693)
Registration Statement No. 333-276024 on Form F-1 (the “Registration Statement”)
Ladies and Gentlemen:
SaverOne 2014 Ltd. (the “Registrant”)
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), so that it may become effective on December 22, 2023 at 4:00 p.m.,
Eastern Time, or as soon thereafter as is practicable.
The undersigned respectfully
requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, Greenberg Traurig, P.A.,
by calling Eyal Peled at +1 212.801.9210. The Company hereby authorizes Mr. Peled to orally modify or withdraw this request for acceleration.
Very truly yours,
SAVERONE 2014 LTD.
By:
/s/ Ori Gilboa
Ori Gilboa
Chief Executive Officer
2023-12-20 - UPLOAD - SaverOne 2014 Ltd.
United States securities and exchange commission logo
December 20, 2023
Ori Gilboa
Chief Executive Officer
SaverOne 2014 Ltd.
Em Hamoshavot Rd. 94
Petah Tikvah, Israel
Re:SaverOne 2014 Ltd.
Registration Statement on Form F-1
Filed December 13, 2023
File No. 333-276024
Dear Ori Gilboa:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Aliya Ishmukhamedova at 202-551-7519 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Gary Emmanuel
2023-09-26 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
filename1.htm
SaverOne 2014 Ltd.
Em Hamoshavot Rd. 94
Petah Tikvah, Israel
September 26, 2023
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
RE:
SaverOne 2014 Ltd. (CIK 0001894693)
Registration Statement No. 333-274458 on Form F-3 (the “Registration Statement”)
Ladies and Gentlemen:
SaverOne 2014 Ltd. (the “Registrant”)
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), so that it may become effective on September 27, 2023 at 4:00 p.m.,
Eastern Time, or as soon thereafter as is practicable.
The undersigned respectfully
requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, Greenberg Traurig, P.A.,
by calling Gary Emmanuel at +1 212.801.9337. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request for
acceleration.
Very truly yours,
SAVERONE 2014 LTD.
By:
/s/ Ori Gilboa
Ori Gilboa
Chief Executive Officer
2023-09-14 - UPLOAD - SaverOne 2014 Ltd.
United States securities and exchange commission logo
September 14, 2023
Ori Gilboa
Chief Executive Officer
SaverOne 2014 Ltd.
Em Hamoshavot Rd. 94
Petah Tikvah, Israel
Re:SaverOne 2014 Ltd.
Registration Statement on Form F-3
Filed September 11, 2023
File No. 333-274458
Dear Ori Gilboa:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rule 461 regarding requests for acceleration. We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Please contact Alexandra Barone, Staff Attorney, at (202) 551-8816 or Matthew Derby,
Legal Branch Chief, at (202) 551-3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Garry Emmanuel
2023-06-14 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
filename1.htm
SaverOne 2014 Ltd.
Em Hamoshavot Rd. 94
Petah Tikvah, Israel
June 14, 2023
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
RE: SaverOne
2014 Ltd. (CIK 0001894693)
Registration Statement No. 333-272486 on Form F-1 (the “Registration Statement”)
Ladies and Gentlemen:
SaverOne 2014 Ltd. (the “Registrant”)
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), so that it may become effective on June 16, 2023 at 4:00 p.m., Eastern
Time, or as soon thereafter as is practicable.
The undersigned respectfully
requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, Greenberg Traurig, P.A.,
by calling Eyal Peled at +1 646.266.4658. The Company hereby authorizes Mr. Peled to orally modify or withdraw this request for acceleration.
Very truly yours,
SAVERONE 2014 LTD.
By:
/s/ Ori Gilboa
Ori Gilboa
Chief Executive Officer
2023-06-13 - UPLOAD - SaverOne 2014 Ltd.
United States securities and exchange commission logo
June 13, 2023
Ori Gilboa
Chief Executive Officer
SaverOne 2014 Ltd.
Em Hamoshavot Rd. 94
Petah Tikvah, Israel
Re:SaverOne 2014 Ltd.
Registration Statement on Form F-1
Filed June 7, 2023
File No. 333-272486
Dear Ori Gilboa:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Austin Pattan, Staff Attorney, at (202) 551-6756 or Matthew Derby, Legal
Branch Chief, at (202) 551-3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Gary Emmanuel
2023-01-24 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
filename1.htm
SaverOne 2014 Ltd.
Em Hamoshavot Rd. 94
Petah Tikvah, Israel
January 24, 2023
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
RE: SaverOne 2014 Ltd. (CIK 0001894693)
Registration
Statement No. 333-269260 on Form F-1 (the “Registration Statement”)
Ladies and Gentlemen:
SaverOne 2014 Ltd. (the “Registrant”)
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), so that it may become effective on January 25, 2023 at 4:30 p.m., Eastern
Time, or as soon thereafter as is practicable.
The undersigned respectfully requests
that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, Greenberg Traurig, P.A., by calling
Gary Emmanuel at +1 212 801 9337. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request for acceleration.
Very truly yours,
SAVERONE 2014 LTD.
By:
/s/ Ori Gilboa
Ori Gilboa
Chief Executive Officer
2023-01-24 - UPLOAD - SaverOne 2014 Ltd.
United States securities and exchange commission logo
January 24, 2023
Ori Gilboa
Chief Executive Officer
SaverOne 2014 Ltd.
Em Hamoshavot Rd. 94
Petah Tikvah, Israel
Re:SaverOne 2014 Ltd.
Registration Statement on Form F-1
Submitted January 17, 2023
File No. 333-269260
Dear Ori Gilboa:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Aliya Ishmukhamedova, Staff Attorney, at 202-551-7519, or
Joshua Shainess, Legal Branch Chief, at 202-551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: David A. Huberman
2022-05-31 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
filename1.htm
ThinkEquity LLC
17 State Street, 22nd Floor
New York, NY 10004
May 31, 2022
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F St., N.E.
Washington, D.C. 20549
Re:
SaverOne 2014 Ltd.
Registration Statement on Form F-1
File No. 333-263338
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), ThinkEquity LLC, as representative of the underwriters, hereby requests acceleration
of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m. Eastern Time
on June 2, 2022 or as soon thereafter as practicable.
Pursuant to Rule 460 under the Securities Act, please
be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited to participate in the distribution
of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution
of the preliminary prospectus.
The undersigned confirms that it has complied with
and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or
will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced
issue.
Very truly yours,
ThinkEquity LLC
By:
/s/ Eric Lord
Name:
Eric Lord
Title:
Head of Investment Banking
2022-05-31 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
filename1.htm
SaverOne 2014 Ltd.
Em Hamoshavot Rd. 94
Petah Tikvah, Israel
May 31, 2022
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
RE:
SaverOne 2014 Ltd. (CIK 0001894693)
Registration Statement No. 333-263338 on Form F-1 (the “Registration Statement”)
Ladies and Gentlemen:
SaverOne 2014 Ltd. (the “Registrant”)
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), so that it may become effective on June 2, 2022 at 5:00 p.m., Eastern
Time, or as soon thereafter as is practicable.
The undersigned respectfully requests
that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, McDermott Will & Emery LLP,
by calling Gary Emmanuel at (212) 547-5541. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request for acceleration.
Very truly yours,
SAVERONE 2014 LTD.
By:
/s/ Tony Klein
Tony Klein
Chief Financial Officer
2022-05-31 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
filename1.htm
SaverOne 2014 Ltd.
Em Hamoshavot Rd. 94
Petah Tikvah, Israel
May 31, 2022
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
RE:
SaverOne 2014 Ltd. (CIK 0001894693)
Registration Statement No. 333-263338 on Form F-1 (the “Registration Statement”)
Ladies and Gentlemen:
SaverOne 2014 Ltd. (the “Registrant”)
hereby withdraws its request submitted on May 26, 2022 for acceleration of the effectiveness of the above-referenced Registration Statement
pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), on May 31, 2022 at 5:00 p.m.,
Eastern Time.
The undersigned respectfully requests
that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, McDermott Will & Emery LLP,
by calling Gary Emmanuel at (212) 547-5541. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request for acceleration.
Very truly yours,
SAVERONE 2014 LTD.
By:
/s/ Tony Klein
Tony Klein
Chief Financial Officer
2022-05-31 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
filename1.htm
ThinkEquity LLC
17 State Street, 22nd Floor
New York, NY 10004
May 31, 2022
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F St., N.E.
Washington, D.C. 20549
Re:
SaverOne 2014 Ltd. (the “Company”)
Registration Statement on Form F-1 (File No. 333-263338) (the “Registration Statement”)
Ladies and Gentlemen:
Reference is made to our letter,
filed as correspondence via EDGAR on May 26, 2022, in which we, as representative of the several underwriters of the Company’s proposed
initial public offering, joined the Company’s request for acceleration of the effective date of the above-referenced Registration
Statement for Tuesday, May 31, 2022, at 5:00 p.m. Eastern Time, or as soon thereafter as practicable, in accordance with Rule 461 under
the Securities Act of 1933, as amended. The Company is no longer requesting that such Registration Statement be declared effective at
this time and we hereby formally withdraw our request for acceleration of the effective date.
Very truly yours,
ThinkEquity LLC
By:
/s/ Eric Lord
Name:
Eric Lord
Title:
Head of Investment Banking
2022-05-26 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
filename1.htm
SaverOne 2014 Ltd.
Em Hamoshavot Rd. 94
Petah Tikvah, Israel
May 26, 2022
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
RE:
SaverOne 2014 Ltd. (CIK 0001894693)
Registration Statement No. 333-263338 on Form F-1 (the “Registration Statement”)
Ladies and Gentlemen:
SaverOne 2014 Ltd. (the “Registrant”)
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), so that it may become effective on May 31, 2022 at 5:00 p.m., Eastern
Time, or as soon thereafter as is practicable.
The undersigned respectfully
requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, McDermott Will &
Emery LLP, by calling Gary Emmanuel at (212) 547-5541. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request
for acceleration.
Very truly yours,
SAVERONE 2014 LTD.
By:
/s/ Tony Klein
Tony Klein
Chief Financial Officer
2022-05-26 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
filename1.htm
ThinkEquity LLC
17 State Street, 22nd Floor
New York, NY 10004
May 26, 2022
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F St., N.E.
Washington, D.C. 20549
Re:
SaverOne 2014 Ltd.
Registration Statement on Form F-1
File No. 333-263338
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), ThinkEquity LLC, as representative of the underwriters, hereby requests acceleration
of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m. Eastern Time
on May 31, 2022 or as soon thereafter as practicable.
Pursuant to Rule 460 under the Securities Act,
please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited to participate in the
distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate
distribution of the preliminary prospectus.
The undersigned confirms that it has complied with
and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or
will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced
issue.
Very truly yours,
ThinkEquity LLC
By:
/s/ Eric Lord
Name:
Eric Lord
Title:
Head of Investment Banking
2022-05-26 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
filename1.htm
ThinkEquity LLC
17 State Street, 22nd Floor
New York, NY 10004
May 26, 2022
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F St., N.E.
Washington, D.C. 20549
Re:
SaverOne 2014 Ltd. (the “Company”)
Registration Statement on Form F-1 (File No. 333-263338) (the “Registration Statement”)
Ladies and Gentlemen:
Reference is made to our letter,
filed as correspondence via EDGAR on May 26, 2022, in which we, as representative of the several underwriters of the Company’s proposed
initial public offering, joined the Company’s request for acceleration of the effective date of the above-referenced Registration
Statement for Thursday, May 26, 2022, at 9:00 a.m. Eastern Time, or as soon thereafter as practicable, in accordance with Rule 461 under
the Securities Act of 1933, as amended. The Company is no longer requesting that such Registration Statement be declared effective at
this time and we hereby formally withdraw our request for acceleration of the effective date.
Very truly yours,
ThinkEquity LLC
By:
/s/ Eric Lord
Name:
Eric Lord
Title:
Head of Investment Banking
2022-05-26 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
filename1.htm
SaverOne
2014 Ltd.
Em
Hamoshavot Rd. 94
Petah
Tikvah, Israel
May
26, 2022
VIA
EDGAR
Securities
and Exchange Commission
Division
of Corporation Finance
100
F Street, N.E.
Washington,
DC 20549
RE:
SaverOne 2014 Ltd. (CIK 0001894693)
Registration Statement No. 333-263338 on Form F-1
(the “Registration Statement”)
Ladies
and Gentlemen:
SaverOne
2014 Ltd. (the “Registrant”) hereby withdraws its request submitted on May 26, 2022 for acceleration of the effectiveness
of the above-referenced Registration Statement pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities
Act”), on May 26, 2022 at 9:00 a.m., Eastern Time.
The
undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel,
McDermott Will & Emery LLP, by calling Gary Emmanuel at (212) 547-5541. The Company hereby authorizes Mr. Emmanuel to orally modify
or withdraw this request for acceleration.
Very truly yours,
SAVERONE 2014 LTD.
By:
/s/
Tony Klein
Tony
Klein
Chief
Financial Officer
2022-05-26 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
filename1.htm
ThinkEquity LLC
17 State Street, 22nd Floor
New York, NY 10004
May 26, 2022
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F St., N.E.
Washington, D.C. 20549
Re:
SaverOne 2014 Ltd.
Registration Statement on Form F-1
File No. 333-263338
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), ThinkEquity LLC, as representative of the underwriters, hereby requests acceleration
of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m. Eastern Time
on May 26, 2022 or as soon thereafter as practicable.
Pursuant to Rule 460 under the Securities Act,
please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited to participate in the
distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate
distribution of the preliminary prospectus.
The undersigned confirms that it has complied with
and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or
will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced
issue.
Very truly yours,
ThinkEquity LLC
By:
/s/ Eric Lord
Name:
Eric Lord
Title:
Head of Investment Banking
2022-05-26 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
filename1.htm
SaverOne 2014 Ltd.
Em Hamoshavot Rd. 94
Petah Tikvah, Israel
May 26, 2022
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
RE:
SaverOne 2014 Ltd. (CIK 0001894693)
Registration Statement No. 333-263338 on Form F-1 (the “Registration Statement”)
Ladies and Gentlemen:
SaverOne 2014 Ltd. (the “Registrant”)
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), so that it may become effective on May 26, 2022 at 5:00 p.m., Eastern
Time, or as soon thereafter as is practicable.
The undersigned respectfully
requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, McDermott Will &
Emery LLP, by calling Gary Emmanuel at (212) 547-5541. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request
for acceleration.
Very truly yours,
SAVERONE 2014 LTD.
By:
/s/ Tony Klein
Tony Klein
Chief Financial Officer
2022-05-26 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
filename1.htm
SaverOne 2014 Ltd.
Em Hamoshavot Rd. 94
Petah Tikvah, Israel
May 26, 2022
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
RE:
SaverOne 2014 Ltd. (CIK 0001894693)
Registration Statement No. 333-263338 on Form F-1 (the “Registration Statement”)
Ladies and Gentlemen:
SaverOne 2014 Ltd. (the “Registrant”)
hereby withdraws its request submitted on May 26, 2022 for acceleration of the effectiveness of the above-referenced Registration Statement
pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), on May 26, 2022 at 5:00 p.m.,
Eastern Time.
The undersigned respectfully requests
that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, McDermott Will & Emery LLP,
by calling Gary Emmanuel at (212) 547-5541. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request for acceleration.
Very truly yours,
SAVERONE 2014 LTD.
By:
/s/ Tony Klein
Tony Klein
Chief Financial Officer
2022-05-26 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
filename1.htm
ThinkEquity LLC
17 State Street, 22nd Floor
New York, NY 10004
May 26, 2022
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F St., N.E.
Washington, D.C. 20549
Re:
SaverOne 2014 Ltd. (the “Company”)
Registration Statement on Form F-1 (File No. 333-263338) (the “Registration Statement”)
Ladies and Gentlemen:
Reference is made to our letter,
filed as correspondence via EDGAR on May 26, 2022, in which we, as representative of the several underwriters of the Company’s proposed
initial public offering, joined the Company’s request for acceleration of the effective date of the above-referenced Registration
Statement for Thursday, May 26, 2022, at 5:00 p.m. Eastern Time, or as soon thereafter as practicable, in accordance with Rule 461 under
the Securities Act of 1933, as amended. The Company is no longer requesting that such Registration Statement be declared effective at
this time and we hereby formally withdraw our request for acceleration of the effective date.
Very truly yours,
ThinkEquity LLC
By:
/s/ Eric Lord
Name:
Eric Lord
Title:
Head of Investment Banking
2022-05-24 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
filename1.htm
ThinkEquity LLC
17 State Street, 22nd Floor
New York, NY 10004
May 24, 2022
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F St., N.E.
Washington, D.C. 20549
Re:
SaverOne 2014 Ltd. (the “Company”)
Registration Statement on Form F-1 (File No. 333-263338) (the “Registration Statement”)
Ladies and Gentlemen:
Reference is made to our letter,
filed as correspondence via EDGAR on May 24, 2022, in which we, as representative of the several underwriters of the Company’s proposed
initial public offering, joined the Company’s request for acceleration of the effective date of the above-referenced Registration
Statement for Tuesday, May 24, 2022, at 5:00 p.m. Eastern Time, or as soon thereafter as practicable, in accordance with Rule 461 under
the Securities Act of 1933, as amended. The Company is no longer requesting that such Registration Statement be declared effective at
this time and we hereby formally withdraw our request for acceleration of the effective date.
Very truly yours,
ThinkEquity LLC
By:
/s/ Eric Lord
Name:
Eric Lord
Title:
Head of Investment Banking
2022-05-24 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
filename1.htm
SaverOne 2014 Ltd.
Em Hamoshavot Rd. 94
Petah Tikvah, Israel
May 24, 2022
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
RE:
SaverOne 2014 Ltd. (CIK 0001894693)
Registration Statement No. 333-263338 on Form F-1 (the “Registration Statement”)
Ladies and Gentlemen:
SaverOne 2014 Ltd. (the “Registrant”)
hereby withdraws its request submitted on May 24, 2022 for acceleration of the effectiveness of the above-referenced Registration Statement
pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), on May 24, 2022 at 5:00 p.m.,
Eastern Time.
The undersigned respectfully requests
that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, McDermott Will & Emery LLP,
by calling Gary Emmanuel at (212) 547-5541. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request for acceleration.
Very truly yours,
SAVERONE 2014 LTD.
By:
/s/ Tony Klein
Tony Klein
Chief Financial Officer
2022-05-24 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
filename1.htm
SaverOne 2014 Ltd.
Em Hamoshavot Rd. 94
Petah Tikvah, Israel
May 24, 2022
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
RE:
SaverOne 2014 Ltd. (CIK 0001894693)
Registration Statement No. 333-263338 on Form F-1 (the “Registration Statement”)
Ladies and Gentlemen:
SaverOne 2014 Ltd. (the “Registrant”)
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), so that it may become effective on May 25, 2022 at 5:00 p.m., Eastern
Time, or as soon thereafter as is practicable.
The undersigned respectfully requests
that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, McDermott Will & Emery LLP,
by calling Gary Emmanuel at (212) 547-5541. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request for acceleration.
Very truly yours,
SAVERONE 2014 LTD.
By:
/s/ Tony Klein
Tony Klein
Chief Financial Officer
2022-05-24 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
filename1.htm
ThinkEquity LLC
17 State Street, 22nd Floor
New York, NY 10004
May 24, 2022
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F St., N.E.
Washington, D.C. 20549
Re:
SaverOne 2014 Ltd.
Registration Statement on Form F-1
File No. 333-263338
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), ThinkEquity LLC, as representative of the underwriters, hereby requests acceleration
of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m. Eastern Time
on May 25, 2022 or as soon thereafter as practicable.
Pursuant to Rule 460 under the Securities Act, please
be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited to participate in the distribution
of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution
of the preliminary prospectus.
The undersigned confirms that it has complied with
and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or
will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced
issue.
Very truly yours,
ThinkEquity LLC
By:
/s/ Eric Lord
Name:
Eric Lord
Title:
Head of Investment Banking
2022-05-23 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
filename1.htm
ThinkEquity LLC
17 State Street, 22nd Floor
New York, NY 10004
May 23, 2022
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F St., N.E.
Washington, D.C. 20549
Re:
SaverOne 2014 Ltd.
Registration Statement on Form F-1
File No. 333-263338
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), ThinkEquity LLC, as representative of the underwriters, hereby requests acceleration
of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m. Eastern Time
on May 23, 2022 or as soon thereafter as practicable.
Pursuant to Rule 460 under the Securities Act,
please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited to participate in the
distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate
distribution of the preliminary prospectus.
The undersigned confirms that it has complied with
and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or
will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced
issue.
Very truly yours,
ThinkEquity LLC
By:
/s/ Eric Lord
Name:
Eric Lord
Title:
Head of Investment Banking
2022-05-23 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
filename1.htm
SaverOne 2014 Ltd.
Em Hamoshavot Rd. 94
Petah Tikvah, Israel
May 23, 2022
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
RE:
SaverOne 2014 Ltd. (CIK 0001894693)
Registration Statement No. 333-263338 on Form F-1 (the “Registration Statement”)
Ladies and Gentlemen:
SaverOne 2014 Ltd. (the “Registrant”)
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), so that it may become effective on May 23, 2022 at 5:00 p.m., Eastern
Time, or as soon thereafter as is practicable.
The undersigned respectfully
requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, McDermott Will &
Emery LLP, by calling Gary Emmanuel at (212) 547-5541. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request
for acceleration.
Very truly yours,
SAVERONE 2014 LTD.
By:
/s/ Tony Klein
Tony Klein
Chief Financial Officer
2022-05-19 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
filename1.htm
SaverOne 2014 Ltd.
Em Hamoshavot Rd. 94
Petah Tikvah, Israel
May 19, 2022
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
RE:
SaverOne 2014 Ltd. (CIK 0001894693)
Registration Statement No. 333-263338 on Form F-1 (the “Registration Statement”)
Ladies and Gentlemen:
SaverOne 2014 Ltd. (the “Registrant”)
hereby withdraws its request submitted on May 19, 2022 for acceleration of the effectiveness of the above-referenced Registration Statement
pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), on May 19, 2022 at 5:00 p.m.,
Eastern Time.
The undersigned respectfully requests
that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, McDermott Will & Emery LLP,
by calling Gary Emmanuel at (212) 547-5541. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request for acceleration.
Very truly yours,
SAVERONE 2014 LTD.
By:
/s/ Tony Klein
Tony Klein
Chief Financial Officer
2022-05-19 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
filename1.htm
ThinkEquity LLC
17 State Street, 22nd Floor
New York, NY 10004
May 19, 2022
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F St., N.E.
Washington, D.C. 20549
Re:
SaverOne 2014 Ltd. (the “Company”)
Registration Statement on Form F-1 (File No. 333-263338) (the “Registration Statement”)
Ladies and Gentlemen:
Reference is made to our letter,
filed as correspondence via EDGAR on May 19, 2022, in which we, as representative of the several underwriters of the Company’s proposed
initial public offering, joined the Company’s request for acceleration of the effective date of the above-referenced Registration
Statement for Tuesday, May 19, 2022, at 5:00 p.m. Eastern Time, or as soon thereafter as practicable, in accordance with Rule 461 under
the Securities Act of 1933, as amended. The Company is no longer requesting that such Registration Statement be declared effective at
this time and we hereby formally withdraw our request for acceleration of the effective date.
Very truly yours,
ThinkEquity LLC
By:
/s/ Eric Lord
Name:
Eric Lord
Title:
Head of Investment Banking
2022-05-19 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
filename1.htm
ThinkEquity LLC
17 State Street, 22nd Floor
New York, NY 10004
May 19, 2022
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F St., N.E.
Washington, D.C. 20549
Re:
SaverOne 2014 Ltd.
Registration Statement on Form F-1
File No. 333-263338
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), ThinkEquity LLC, as representative of the underwriters, hereby requests acceleration
of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m. Eastern Time
on May 19, 2022 or as soon thereafter as practicable.
Pursuant to Rule 460 under the Securities Act,
please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited to participate in the
distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate
distribution of the preliminary prospectus.
The undersigned confirms that it has complied with
and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or
will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced
issue.
Very truly yours,
ThinkEquity LLC
By:
/s/ Eric Lord
Name:
Eric Lord
Title:
Head of Investment Banking
2022-05-19 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
filename1.htm
SaverOne 2014 Ltd.
Em Hamoshavot Rd. 94
Petah Tikvah, Israel
May 19, 2022
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
RE:
SaverOne 2014 Ltd. (CIK 0001894693)
Registration Statement No. 333-263338 on Form F-1 (the “Registration Statement”)
Ladies and Gentlemen:
SaverOne 2014 Ltd. (the “Registrant”)
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), so that it may become effective on May 19, 2022 at 5:00 p.m., Eastern
Time, or as soon thereafter as is practicable.
The undersigned respectfully
requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, McDermott Will &
Emery LLP, by calling Gary Emmanuel at (212) 547-5541. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request
for acceleration.
Very truly yours,
SAVERONE 2014 LTD.
By:
/s/ Tony Klein
Tony Klein
Chief Financial Officer
2022-05-11 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
filename1.htm
ThinkEquity LLC
17 State Street, 22nd Floor
New York, NY 10004
May 11, 2022
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F St., N.E.
Washington, D.C. 20549
Re:
SaverOne 2014 Ltd. (the “Company”)
Registration Statement on Form F-1 (File No. 333-263338) (the “Registration Statement”)
Ladies and Gentlemen:
Reference is made to our letter,
filed as correspondence via EDGAR on May 6, 2022, in which we, as representative of the several underwriters of the Company’s proposed
initial public offering, joined the Company’s request for acceleration of the effective date of the above-referenced Registration
Statement for Tuesday, May 10, 2022, at 5:00 p.m. Eastern Time, or as soon thereafter as practicable, in accordance with Rule 461 under
the Securities Act of 1933, as amended. The Company is no longer requesting that such Registration Statement be declared effective at
this time and we hereby formally withdraw our request for acceleration of the effective date.
Very truly yours,
ThinkEquity LLC
By:
/s/ Eric Lord
Name:
Eric Lord
Title:
Head of Investment Banking
2022-05-11 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
filename1.htm
SaverOne 2014 Ltd.
Em Hamoshavot Rd. 94
Petah Tikvah, Israel
May 11, 2022
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
RE:
SaverOne 2014 Ltd. (CIK 0001894693)
Registration Statement No. 333-263338 on Form F-1 (the “Registration Statement”)
Ladies and Gentlemen:
SaverOne 2014 Ltd. (the “Registrant”)
hereby withdraws its request submitted on May 6, 2022 for acceleration of the effectiveness of the above-referenced Registration Statement
pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), on May 10, 2022 at 5:00 p.m.,
Eastern Time.
The undersigned respectfully
requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, McDermott Will &
Emery LLP, by calling Gary Emmanuel at (212) 547-5541. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request
for acceleration.
Very truly yours,
SAVERONE 2014 LTD.
By:
/s/ Tony Klein
Tony Klein
Chief Financial Officer
2022-05-06 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
filename1.htm
ThinkEquity LLC
17 State Street, 22nd Floor
New York, NY 10004
May 6, 2022
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F St., N.E.
Washington, D.C. 20549
Re:
SaverOne 2014 Ltd.
Registration Statement on Form F-1
File No. 333-263338
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), ThinkEquity LLC, as representative of the underwriters, hereby requests acceleration
of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m. Eastern Time
on May 10, 2022 or as soon thereafter as practicable.
Pursuant to Rule 460 under the Securities Act, please
be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited to participate in the distribution
of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution
of the preliminary prospectus.
The undersigned confirms that it has complied with
and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or
will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced
issue.
Very truly yours,
ThinkEquity LLC
By:
/s/ Eric Lord
Name:
Eric Lord
Title:
Head of Investment Banking
2022-05-06 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
filename1.htm
SaverOne 2014 Ltd.
Em Hamoshavot Rd. 94
Petah Tikvah, Israel
May 6, 2022
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
RE:
SaverOne 2014 Ltd. (CIK 0001894693)
Registration Statement No. 333-263338 on Form F-1 (the “Registration Statement”)
Ladies and Gentlemen:
SaverOne 2014 Ltd. (the “Registrant”)
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), so that it may become effective on May 10, 2022 at 5:00 p.m., Eastern
Time, or as soon thereafter as is practicable.
The undersigned respectfully requests
that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, McDermott Will & Emery LLP,
by calling Gary Emmanuel at (212) 547-5541. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request for acceleration.
Very truly yours,
SAVERONE 2014 LTD.
By:
/s/ Tony Klein
Tony Klein
Chief Financial Officer
2022-05-05 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
filename1.htm
mwe.com
Gary Emmanuel
Attorney at Law
gemmanuel@mwe.com
+1 212 547 5541
May 5, 2022
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, N.E.
Washington, D.C. 20549
Attention: Amanda Kim
Stephen Krikorian
Edwin Kim
Joshua Shainess
Re: SaverOne 2014 Ltd.
Amendment No. 2 to Registration
Statement on Form F-1
Filed May 2, 2022
File No. 333-263338
Dear Ms. Kim, Mr. Krikorian, Mr. Kim and Mr. Shainess:
On behalf of SaverOne 2014
Ltd. (the “Company”), we are writing to submit the Company’s responses to the comments of the staff (the “Staff”)
of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) dated May 4, 2022, relating
to the above referenced Amendment No. 2 to Registration Statement on Form F-1 (File No. 333-263338) submitted by the Company on May 2,
2022.
Concurrent with the submission
of this letter, the Company is filing via EDGAR Amendment No. 3 to the F-1 (“Amendment No. 3”), which reflects the Company’s
responses to the comments received by the Staff and certain updated information.
For ease of review, we have
set forth below each of the numbered comments of your letter and the Company’s responses thereto. Capitalized terms used herein
but not defined herein have the meanings given to such terms in Amendment No. 3.
Amendment No. 2 to Registration Statement on Form F-1
Prospectus Cover Page, page i
1. Please revise your cover page and summary to clarify what
securities are being offered and the details of your offering. In particular,
please:
● Disclose the quantity of ADSs and underlying ordinary shares that you are registering, including those underlying all issuable
warrants.
● Clarify that both the public units and pre-funded warrants are being registered under this registration statement, including the
ADSs and ordinary shares underlying both pre-funded warrants and ordinary public warrants.
● State that the units and pre-funded warrants as part of the pre-funded units will not be listed on the Nasdaq.
Ms. Kim, Mr. Krikorian, Mr. Kim and Mr. Shainess
May 5, 2022
Page 2
● Clarify that although the pre-funded units are designed for investors that are restricted from owning more than 4.99% of your ordinary
shares to add a larger indirect equity stake, the warrants underlying the pre-funded units appear to still have 4.99% exercise limitation
and will not be exercisable until 61 days after notice of exercise.
● Clarify if any insiders or company affiliates have indicated an intention to purchase pre-funded units.
● Discuss the risks associated with the pre-funded units.
Response: In response to the Staff’s comment, the Company
has revised its disclosure on the cover page and summary accordingly.
Tax Treatment of Pre-Funded Warrants, page 100
2.
You indicate your intention to treat the pre-funded warrants as prepaid forwards on ADSs for U.S. federal income tax purposes. In that regard, we note that assuming the correctness of such treatment, a U.S. Holder will be treated as the owner of the ADS upon delivery and the separation of components of each unit should not be a taxable event for U.S. federal income tax purposes. Please attribute this opinion to tax counsel and file a tax opinion pursuant to Item 601(b)(8) of Regulation S-K. Further, we note this section appears to erroneously describe the ordinary warrant included in the pre-funded unit as being exercisable into one ordinary share instead of one ADS. Please revise to clarify.
Response: In response to the Staff’s comment, the Company
has revised its disclosure on page 100 of Amendment No. 3 to reflect the tax treatment of the pre-funded warrants in the same manner as
a holder of the Company’s ADSs. Accordingly, based on our revised disclosure, we believe there is nothing in the application of
U.S. federal income tax to investors that is either unusual or complex to warrant a tax opinion.
Please contact me at 212-547-5541
if you have any questions or require any additional information in connection with this letter or the Company’s submission of its
Registration Statement on Form F-1.
Sincerely,
/s/ Gary Emmanuel
cc: Ori Gilboa, Chief Executive Officer
2022-05-04 - UPLOAD - SaverOne 2014 Ltd.
United States securities and exchange commission logo
May 4, 2022
Ori Gilboa
Chief Executive Officer
SaverOne 2014 Ltd.
Em Hamoshavot Rd. 94
Petah Tikvah, Israel
Re:SaverOne 2014 Ltd.
Amendment No. 2 to Registration Statement on Form F-1
Filed May 2, 2022
File No. 333-263338
Dear Mr. Gilboa:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form F-1
Prospectus Cover Page, page i
1.Please revise your cover page and summary to clarify what securities are being offered
and the details of your offering. In particular, please:
•Disclose the quantity of ADSs and underlying ordinary shares that you are
registering, including those underlying all issuable warrants.
•Clarify that both the public units and pre-funded warrants are being registered under
this registration statement, including the ADSs and ordinary shares underlying both
pre-funded warrants and ordinary public warrants.
•State that the units and pre-funded warrants as part of the pre-funded units will not be
listed on the Nasdaq.
•Clarify that although the pre-funded units are designed for investors that are restricted
FirstName LastNameOri Gilboa
Comapany NameSaverOne 2014 Ltd.
May 4, 2022 Page 2
FirstName LastName
Ori Gilboa
SaverOne 2014 Ltd.
May 4, 2022
Page 2
from owning more than 4.99% of your ordinary shares to add a larger indirect equity
stake, the warrants underlying the pre-funded units appear to still have 4.99%
exercise limitation and will not be exercisable until 61 days after notice of exercise.
•Clarify if any insiders or company affiliates have indicated an intention to purchase
pre-funded units.
•Discuss the risks associated with the pre-funded units.
Tax Treatment of Pre-Funded Warrants, page 100
2.You indicate your intention to treat the pre-funded warrants as prepaid forwards on ADSs
for U.S. federal income tax purposes. In that regard, we note that assuming the
correctness of such treatment, a U.S. Holder will be treated as the owner of the ADS upon
delivery and the separation of components of each unit should not be a taxable event for
U.S. federal income tax purposes. Please attribute this opinion to tax counsel and file a
tax opinion pursuant to Item 601(b)(8) of Regulation S-K. Further, we note this section
appears to erroneously describe the ordinary warrant included in the pre-funded unit as
being exercisable into one ordinary share instead of one ADS. Please revise to clarify.
You may contact Amanda Kim, Senior Staff Accountant, at (202) 551-3241 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Edwin Kim, Staff
Attorney, at (202) 551-3297 or Joshua Shainess, Legal Branch Chief, at (202) 551-7951 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: David Huberman, Esq.
2022-04-27 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
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SaverOne 2014 Ltd.
Em Hamoshavot Rd. 94
Petah Tikvah, Israel
April 27, 2022
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
RE:
SaverOne 2014 Ltd. (CIK 0001894693)
Registration Statement No. 333-263338 on Form F-1 (the “Registration Statement”)
Ladies and Gentlemen:
SaverOne 2014 Ltd. (the “Registrant”)
hereby withdraws its request submitted on April 21, 2022 for acceleration of the effectiveness of the above-referenced Registration Statement
pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), on April 26, 2022 at 5:00
p.m., Eastern Time.
The undersigned respectfully requests
that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, McDermott Will & Emery LLP,
by calling Gary Emmanuel at (212) 547-5541. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request for acceleration.
Very truly yours,
SAVERONE 2014 LTD.
By:
/s/ Tony Klein
Tony Klein
Chief Financial Officer
2022-04-27 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
filename1.htm
ThinkEquity LLC
17 State Street, 22nd Floor
New York, NY 10004
April 27, 2022
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F St., N.E.
Washington, D.C. 20549
Re:
SaverOne 2014 Ltd. (the “Company”)
Registration Statement on Form F-1 (File No. 333-263338) (the “Registration Statement”)
Ladies and Gentlemen:
Reference is made to our letter,
filed as correspondence via EDGAR on April 21, 2022, in which we, as representative of the several underwriters of the Company’s
proposed initial public offering, joined the Company’s request for acceleration of the effective date of the above-referenced Registration
Statement for Tuesday, April 26, 2022, at 5:00 p.m. Eastern Time, or as soon thereafter as practicable, in accordance with Rule 461 under
the Securities Act of 1933, as amended. The Company is no longer requesting that such Registration Statement be declared effective at
this time and we hereby formally withdraw our request for acceleration of the effective date.
Very truly yours,
ThinkEquity LLC
By:
/s/ Eric Lord
Name:
Eric Lord
Title:
Head of Investment Banking
2022-04-21 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
filename1.htm
ThinkEquity LLC
17 State Street, 22nd Floor
New York, NY 10004
April 21, 2022
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F St., N.E.
Washington, D.C. 20549
Re:
SaverOne 2014 Ltd.
Registration Statement on Form F-1
File No. 333-263338
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the
Securities Act of 1933, as amended (the “Securities Act”), ThinkEquity LLC, as representative of the underwriters,
hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become
effective at 5:00 p.m. Eastern Time on April 26, 2022 or as soon thereafter as practicable.
Pursuant to Rule 460 under the Securities Act,
please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited to participate in the
distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate
distribution of the preliminary prospectus.
The undersigned confirms that it has complied with
and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or
will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced
issue.
Very truly yours,
ThinkEquity LLC
By:
/s/ Eric Lord
Name:
Eric Lord
Title:
Head of Investment Banking
2022-04-21 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
filename1.htm
SaverOne 2014 Ltd.
Em Hamoshavot Rd. 94
Petah Tikvah, Israel
April 21, 2022
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
RE:
SaverOne 2014 Ltd. (CIK 0001894693)
Registration Statement No. 333-263338 on Form F-1 (the “Registration Statement”)
Ladies and Gentlemen:
SaverOne 2014 Ltd. (the “Registrant”)
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), so that it may become effective on April 26, 2022 at 5:00 p.m., Eastern
Time, or as soon thereafter as is practicable.
The undersigned respectfully
requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, McDermott Will &
Emery LLP, by calling Gary Emmanuel at (212) 547-5541. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request
for acceleration.
Very truly yours,
SAVERONE 2014 LTD.
By:
/s/ Tony Klein
Tony Klein
Chief Financial Officer
2022-03-30 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
filename1.htm
mwe.com
Gary Emmanuel
Attorney at Law
gemmanuel@mwe.com
+1 212 547 5541
March 30, 2022
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Amanda Kim
Stephen Krikorian
Edwin Kim
Joshua Shainess
Re: SaverOne 2014 Ltd.
Registration Statement on Form F-1
Filed March 7, 2022
File No. 333-263338
Dear Mr. Shainess:
On behalf of SaverOne 2014
Ltd. (the “Company”), we are writing to submit the Company’s responses to the comments of the staff (the “Staff”)
of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) dated March 22, 2022,
relating to the above referenced Registration Statement on Form F-1 (File No. 333-263338) submitted by the Company on March 7, 2022 (the
“F-1”).
Concurrent with the submission
of this letter, the Company is filing via EDGAR Amendment No. 1 to the F-1 (“Amendment No. 1”), which reflects the Company’s
responses to the comments received by the Staff and certain updated information.
For ease of review, we have
set forth below each of the numbered comments of your letter and the Company’s responses thereto. Capitalized terms used herein
but not defined herein have the meanings given to such terms in Amendment No. 1.
Registration Statement on Form F-1
Management's Discussion and Analysis of Financial
Condition and Results of Operations Overview
Overview, page 38
1. We note your response to prior comment 2 from our letter dated February 7, 2022 regarding your orders
for your Generation 1.0 units. You reference that of your 1,400 orders to date, 300 of your orders were part of the pilot program and
1,100 are commercial orders from pilot program participants. You also reference that pilot customers are offered a 25% to 40% discount
on page 53. Please clarify whether these 1,100 commercial orders from pilot program participants are subject to this discounted pricing.
Ms. Kim, Mr. Krikorian, Mr. Kim and Mr. Shainess
March 30, 2022
Page 2
Response: In response to the Staff’s comment, the Company
has revised its disclosure on page 54 of Amendment No. 1 to clarify that its commercial orders are priced based on negotiations between
the Company and the customer, and are offered a separate discount than the ones given on pilot program installations.
Corporate Governance Practices, page 70
2. You indicate that you will follow Israeli corporate governance practices instead of the Nasdaq requirements
to obtain shareholder approval for certain dilutive events. Please describe these Israeli corporate governance practices for dilutive
events and clarify how they differ from Nasdaq rules for domestic companies.
Response: In response to the Staff’s comment, the Company
has revised its disclosure on page 70 of Amendment No. 1 to describe the Israeli corporate governance practices for dilutive events and
how they differ from Nasdaq rules for domestic companies.
Please contact me at 212-547-5541
if you have any questions or require any additional information in connection with this letter or the Company’s submission of its
Registration Statement on Form F-1.
Sincerely,
/s/ Gary Emmanuel
cc: Ori Gilboa, Chief Executive Officer
2022-03-22 - UPLOAD - SaverOne 2014 Ltd.
United States securities and exchange commission logo
March 22, 2022
Ori Gilboa
Chief Executive Officer
SaverOne 2014 Ltd.
Em Hamoshavot Rd. 94
Petah Tikvah, Israel
Re:SaverOne 2014 Ltd.
Registration Statement on Form F-1
Filed March 7, 2022
File No. 333-263338
Dear Mr. Gilboa:
We have reviewed your registration statement and have the following comments. In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview
Overview, page 38
1.We note your response to prior comment 2 from our letter dated February 7, 2022
regarding your orders for your Generation 1.0 units. You reference that of your 1,400
orders to date, 300 of your orders were part of the pilot program and 1,100 are commercial
orders from pilot program participants. You also reference that pilot customers are
offered a 25% to 40% discount on page 53. Please clarify whether these 1,100
commercial orders from pilot program participants are subject to this discounted pricing.
FirstName LastNameOri Gilboa
Comapany NameSaverOne 2014 Ltd.
March 22, 2022 Page 2
FirstName LastName
Ori Gilboa
SaverOne 2014 Ltd.
March 22, 2022
Page 2
Corporate Governance Practices, page 70
2.You indicate that you will follow Israeli corporate governance practices instead of the
Nasdaq requirements to obtain shareholder approval for certain dilutive events. Please
describe these Israeli corporate governance practices for dilutive events and clarify how
they differ from Nasdaq rules for domestic companies.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Amanda Kim, Senior Staff Accountant, at (202) 551-3241 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Edwin Kim, Staff
Attorney, at (202) 551-3297 or Joshua Shainess, Legal Branch Chief, at (202) 551-7951 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: David Huberman, Esq.
2022-03-07 - CORRESP - SaverOne 2014 Ltd.
CORRESP
1
filename1.htm
mwe.com
Gary Emmanuel
Attorney at Law
gemmanuel@mwe.com
+1 212 547 5541
March 7, 2022
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Amanda Kim
Stephen Krikorian
Edwin Kim
Joshua Shainess
Re: SaverOne 2014 Ltd.
Draft Registration Statement on Form
F-1
Submitted December 28, 2021
CIK No. 0001894693
Dear Mr. Shainess:
On behalf of SaverOne 2014
Ltd. (the “Company”), we are writing to submit the Company’s responses to the comments of the staff (the “Staff”)
of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) dated February 24, 2022,
relating to the above referenced Amendment No. 1 to Draft Registration Statement on Form F-1 (CIK No. 0001894693) submitted by the Company
on February 7, 2022 (the “Draft Registration Statement”).
Concurrent with the submission
of this letter, the Company is filing via EDGAR Amendment No. 2 to the Draft Registration Statement (“Amendment No. 2”), which
reflects the Company’s responses to the comments received by the Staff and certain updated information.
For ease of review, we have
set forth below each of the numbered comments of your letter and the Company’s responses thereto. Capitalized terms used herein
but not defined herein have the meanings given to such terms in Amendment No. 1.
Ms. Kim, Mr. Krikorian, Mr. Kim and Mr. Shainess
March 7, 2022
Page 2
Amendment No. 1 to Registration Statement on Form F-1
Risk Factors
Some of our products will be subject to automotive regulations due to the global quality requirements ..., page 18
1. We note your responses to prior comments 3 and 7 regarding your belief that your products and services would be compliant with
U.S. and other laws and only your Generation 3.0 OEM products would require approvals or licensure regulations concerning the automotive
industry. Given your solution is a new product that is not currently available in the United States or other markets outside of Israel,
please add a risk factor that addresses the regulatory uncertainty of the sale and use of your products under current or future telecommunications
and transportation laws.
Response: In response to the Staff’s
comment, the Company has revised its disclosure on page 18 of Amendment No. 2 to include a risk factor addressing the regulatory uncertainty
of the sale and use of our products under current or future telecommunications and transportation laws.
Management's Discussion and Analysis of Financial Condition and
Results of Operations Overview, page 38
2. We note your responses to prior comments 5 and 9 regarding your sales, recent trends, installations and orders. You indicate that
your Generation 1.0 units are sold on a flat fee basis, with pilot program participants receiving a 25% to 40% discount. For your six
months ended June 30, 2021, you generated NIS 201,000 (US$62,000) in revenue. Please clarify how many installations occurred during this
period to generate this amount of revenue and how many of these were discounted pilot program units. Further, please clarify that your
reference to 1,500 orders on page 51 includes both past installations and future orders and clarify how many of your future orders are
discounted pilot program units. We note that on page 51, you refer to 950 future orders as commercial orders. This would appear to imply
that all of your future orders are commercial orders, but there are refences to ongoing pilot program participants and units still to
be installed throughout your business section. Clarify if the pilot program is ongoing and discounted Generation 1.0 units are still being
ordered and sold to the pilot program participants.
Response: In response to the Staff’s
comment, the Company has revised its disclosure on page 42 of Amendment No. 2 to clarify how many installations occurred during the year
ended December 31, 2021, and how many of these were discounted. The Company respectfully advises the Staff that it has removed its disclosures
related to the six months ended June 30, 2021.
Ori Gilboa
SaverOne 2014 Ltd.
March 7, 2022
Page 3
In addition, the Company has revised its disclosure
on pages 2, 39, 48 and 51 of Amendment No. 2 to revise its disclosure about the 1,500 orders of our SaverOne solution to clarify how many
systems are pilot orders and
Business, page 47
3. We note your response to prior comment 6 regarding the required consent of drivers to use your platform by downloading your mobile
application. Please clarify whether a driver may still have the ability to use or make calls from an unauthorized phone that does not
have the mobile application while driving. If so, please supplement your risk factor disclosure by discussing this potential workaround
and how it may affect the perceived or real effectiveness of your solutions. Additionally, provide risk factor disclosure related to the
safeguards intended to allow the mobile device to function in times of emergency, and any risk that these safeguards will not work as
intended.
Response: In response to the Staff’s comment, the Company has revised its disclosure on page 17 of
Amendment No. 2 to add a risk factor related to the potential workarounds that may inhibit the effectiveness of our SaverOne system,
and a risk factor on page 18 of Amendment No. 2 related to the safeguards intended to allow the mobile device to function in times of
emergency. In addition, the Company has revised its disclosure on page 50 of Amendment No. 2 to clarify that the SaverOne system’s
alarm function is triggered whenever a mobile phone is detected in the driver’s area without the SaverOne mobile application installed.
Notes to the Financial Statements
Note 21 - Subsequent events, page F-48
4. Your response to prior comment 17 indicates that you have revised your filings to disclose the date when the financial statements
were authorized for issue and who gave that authorization. However, the amendment does not state who gave that authorization. Please revise
Response: The Company hereby acknowledges
the Staff’s comment. The Company respectfully advises the staff that it will be switching its financial statements to the financial
statements for the year ended December 31, 2021, and as such there will no longer be a subsequent events section.
Ms. Kim, Mr. Krikorian, Mr. Kim and Mr. Shainess
March 7, 2022
Page 4
Please contact me at 212-547-5541
if you have any questions or require any additional information in connection with this letter or the Company’s submission of its
Registration Statement on Form F-1.
Sincerely,
/s/ Gary Emmanuel
cc: Ori Gilboa, Chief Executive Officer
2022-02-24 - UPLOAD - SaverOne 2014 Ltd.
United States securities and exchange commission logo
February 24, 2022
Ori Gilboa
Chief Executive Officer
SaverOne 2014 Ltd.
Em Hamoshavot Rd. 94
Petah Tikvah, Israel
Re:SaverOne 2014 Ltd.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted February 7, 2022
CIK No. 0001894693
Dear Mr. Gilboa:
We have reviewed your amended draft registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Registration Statement on Form F-1
Risk Factors
Some of our products will be subject to automotive regulations due to the global quality
requirements ..., page 18
1.We note your responses to prior comments 3 and 7 regarding your belief that your
products and services would be compliant with U.S. and other laws and only your
Generation 3.0 OEM products would require approvals or licensure regulations
concerning the automotive industry. Given your solution is a new product that is not
currently available in the United States or other markets outside of Israel, please add a risk
factor that addresses the regulatory uncertainty of the sale and use of your products under
current or future telecommunications and transportation laws.
FirstName LastNameOri Gilboa
Comapany NameSaverOne 2014 Ltd.
February 24, 2022 Page 2
FirstName LastName
Ori Gilboa
SaverOne 2014 Ltd.
February 24, 2022
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 38
2.We note your responses to prior comments 5 and 9 regarding your sales, recent trends,
installations and orders. You indicate that your Generation 1.0 units are sold on a flat fee
basis, with pilot program participants receiving a 25% to 40% discount. For your six
months ended June 30, 2021, you generated NIS 201,000 (US$62,000) in revenue. Please
clarify how many installations occurred during this period to generate this amount of
revenue and how many of these were discounted pilot program units. Further, please
clarify that your reference to 1,500 orders on page 51 includes both past installations and
future orders and clarify how many of your future orders are discounted pilot program
units. We note that on page 51, you refer to 950 future orders as commercial orders. This
would appear to imply that all of your future orders are commercial orders, but there are
refences to ongoing pilot program participants and units still to be installed throughout
your business section. Clarify if the pilot program is ongoing and discounted Generation
1.0 units are still being ordered and sold to the pilot program participants.
Business, page 47
3.We note your response to prior comment 6 regarding the required consent of drivers to use
your platform by downloading your mobile application. Please clarify whether a driver
may still have the ability to use or make calls from an unauthorized phone that does not
have the mobile application while driving. If so, please supplement your risk factor
disclosure by discussing this potential workaround and how it may affect the perceived or
real effectiveness of your solutions. Additionally, provide risk factor disclosure related
to the safeguards intended to allow the mobile device to function in times of emergency,
and any risk that these safeguards will not work as intended.
Notes to the Financial Statements
Note 21 - Subsequent events, page F-48
4.Your response to prior comment 17 indicates that you have revised your filings to disclose
the date when the financial statements were authorized for issue and who gave that
authorization. However, the amendment does not state who gave that authorization. Please
revise.
FirstName LastNameOri Gilboa
Comapany NameSaverOne 2014 Ltd.
February 24, 2022 Page 3
FirstName LastName
Ori Gilboa
SaverOne 2014 Ltd.
February 24, 2022
Page 3
You may contact Amanda Kim, Senior Staff Accountant, at (202) 551-3241 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Edwin Kim, Staff
Attorney, at (202) 551-3297 or Joshua Shainess, Legal Branch Chief, at (202) 551-7951 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: David Huberman, Esq.
2022-01-25 - UPLOAD - SaverOne 2014 Ltd.
United States securities and exchange commission logo
January 25, 2022
Ori Gilboa
Chief Executive Officer
SaverOne 2014 Ltd.
Em Hamoshavot Rd. 94
Petah Tikvah, Israel
Re:SaverOne 2014 Ltd.
Draft Registration Statement on Form F-1
Submitted December 28, 2021
CIK No. 0001894693
Dear Mr. Gilboa:
We have reviewed your draft registration statement and have the following comments. In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Prospectus Summary, page 1
1.Revise to clearly explain the stage of development for each of your products and
solutions. With respect to any products or solutions that are currently complete, disclose
the sales and marketing efforts you have undertaken to date.
2.Please clarify when you believe that you will first commercially offer your products and
specify the geographic markets where you intend to concentrate your efforts. We note
your assertion that certain SaverOne products are compliant with the National Highway
Traffic Safety Administration (NHTSA) guidelines for solutions for distracted driving,
and such compliance would give you an advance over competing solutions. The NHTSA
is a United States federal agency, but we note that the vast majority of your pilot program
FirstName LastNameOri Gilboa
Comapany NameSaverOne 2014 Ltd.
January 25, 2022 Page 2
FirstName LastName
Ori Gilboa
SaverOne 2014 Ltd.
January 25, 2022
Page 2
partners and participants are located in Israel. Where appropriate, describe your
operations or efforts to establish your products in the United States.
3.Please clarify that the NHTSA distracted driving guidelines and studies do not constitute
U.S. law and compliance with their recommended features does not necessarily result in
your solutions satisfying legal requirements or approval for authorized use in the United
States. Please clarify whether you are required to obtain any licenses or approvals in the
United States or other markets for which you intend to enter or test your products.
Selected financial data, page 35
4.We note that for convenience to the reader, you applied a translation rate of one US Dollar
per NIS 3.215 as of and for the year ended December 31, 2020 and of one US Dollar per
NIS 3.26 as of and for the three months ended June 30, 2021. Please revise to apply the
exchange rate as of the most recent balance sheet date included in the filing to both
periods. Refer to Rule 3-20(b)(1) of Regulation S-X. Be advised that the translation
should be made at the exchange rate on the balance sheet date or most recent date
practicable, if materially different.
Results of Operations, page 38
5.We note your assertion that your results of operations have varied in the past and can be
expected to vary in the future due to "numerous factors," and that you believe that period-
to-period comparisons of operating results are "not necessarily meaningful." Revise to
remove the implication that your disclosure of period-to-period comparisons may not be
meaningful. Additionally, revise the discussion and analysis to disclose all factors
affecting operating results for each period, including any trends or changes necessary for
an understanding of the company’s business as a whole.
Our Products, page 48
6.You indicate that your product does not require the cooperation of the driver, will disable
various functions of their mobile phone, and will automatically send text messages to any
callers while the driver is driving. Please clarify whether the driver or their employer
must consent or register specific phones prior to your system being able to access the
phone’s functions. If not, please clarify the regulatory hurdles of accessing a person’s
mobile phone without their consent under privacy, telecommunication or other laws.
7.Please clarify whether your system’s ability to disable the functions of a mobile phone
would be compliant with the Federal Communications Commission’s anti-jamming laws.
Further, clarify whether there is a risk that the system would disable phones of the driver
and/or the passengers in times of emergencies.
8.Please estimate the funds needed to bring each of your SaverOne Generations to market
under the timetable described on page 49.
FirstName LastNameOri Gilboa
Comapany NameSaverOne 2014 Ltd.
January 25, 2022 Page 3
FirstName LastName
Ori Gilboa
SaverOne 2014 Ltd.
January 25, 2022
Page 3
Sales and Marketing, page 50
9.We note that you generate a modest amount of revenue through your pilot programs and
that you have installed 550 SaverOne systems. Please describe the economic terms
underlying your pilot program agreements. It is unclear whether your pilot program
partners are receiving these systems for free, at cost, for significantly discounted rates, or
at a price similar to market pricing. It is also unclear if you will bear most of the
operating costs associated with the pilot program or if the costs will be shared with the
participants. Further, clarify if the 1,500 orders constitute market orders reflecting a fully
commercialized system or if the orders are part of the pilot program.
10.After your SaverOne systems are offered for commercial sale, please clarify how you will
generate revenue from these systems. It is not clear if they will involve a per-unit fee, a
usage fee, and/or subscription arrangements. We note references to revenue sharing
programs in your financial statement footnotes. Please clarify how these revenue sharing
arrangements would operate.
Intellectual Property, page 53
11.Please identify the Israeli patents that are subject to a patent dispute by a third-party.
Further, please clarify the nature of the dispute and whether the third-party objector offers
or is developing a competing product to the ones you are developing.
Manufacturing, page 53
12.Please describe the terms of your contract manufacturing agreement with Flex Ltd. and
advise us whether it is a material agreement for which you are substantially dependent.
Further, clarify whether these agreements would extend beyond the pilot program phase of
SaverOne Generation 1.0.
Management , page 60
13.On page F-33, you refer to your CEO, Ori Gilboa, as being an “outsourced CEO” pursuant
to a consulting agreement, yet working for a full-time equivalent. Please clarify whether
Mr. Gilboa is still working under such an outsourced arrangement and how this
arrangement differs from having him as an employee. To the extent that Mr. Gilboa has
outside business interests that take up a material amount of his time, please clarify.
Executive Compensation, page 63
14.Please advise us whether any of your executive employment or consulting agreements are
material agreements pursuant to Item 601(b)(10) of Regulation S-K.
Principal Shareholders, page 69
15.Please disclose the natural person(s) that hold voting and/or investment power of the
ordinary shares held by your principal shareholders that are entities.
FirstName LastNameOri Gilboa
Comapany NameSaverOne 2014 Ltd.
January 25, 2022 Page 4
FirstName LastName
Ori Gilboa
SaverOne 2014 Ltd.
January 25, 2022
Page 4
Report of Independent Registered Public Accounting Firm, page F-3
16.To the extent the financials were prepared in accordance with IFRS, it should be clear
whether you prepared, and the auditors opined, on financials issued in accordance with
IFRS as issued by the IASB. The auditors' report should explicitly state that the financial
statements are in conformity with International Financial Reporting Standards "as issued
by the IASB." Refer to Item 17(c) of Form 20-F.
Notes to the Financial Statements
Note 21 - Subsequent events, page F-48
17.Please revise your filing to disclose the date when the financial statements were
authorized for issue and who gave that authorization. Refer to paragraph 17 of IAS 10.
General
18.Page 21 discloses that you have elected to delay the adoption of new or revised accounting
standards as a result of your emerging growth company status. However, page 42
discloses that you currently report and expect to continue to report your financial results
under IFRS as issued by the IASB, so you will not be able to avail yourselves of this
extended transition period. Please revise your disclosure on page 21 for consistency.
You may contact Amanda Kim, Senior Staff Accountant, at (202) 551-3241 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Edwin Kim, Staff
Attorney, at (202) 551-3297 or Joshua Shainess, Legal Branch Chief, at (202) 551-7951 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: David Huberman, Esq.