SVFD Save Foods Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 13, 2023

 

Save Foods, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		001-40403		26-4684680
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

HaPardes 134 (Meshek Sander) Neve Yarak, Israel		4994500
(Address of principal executive offices)		(Zip Code)

 

(347) 468-9583

(Registrant’s telephone number, including area code)

 

N/A

(Former Name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class		Trading Symbol(s)		Name of exchange on which registered
Common Stock, par value $0.0001 per share		SVFD		The Nasdaq Capital Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

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

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

As previously reported by Save Foods, Inc. (the “Company”) in its Current Reports on Form 8-K filed with the Securities and Exchange Commission on July 12, 2023 and July 28, 2023, on July 11, 2023, the Company entered into a stock exchange agreement (the “Agreement”), by and among the Company, Save Foods Ltd., an Israeli company majority-owned by the Company, Yaaran Investments Ltd., an Israeli company (“Yaaran”), and NewCo, a yet-to-be formed Israeli company (“NewCo”, and collectively, the “Parties”), and on July 24, 2023, the Parties entered into the first amendment to the Agreement (the “First Amendment”) whereby the Parties mutually agreed to delay certain closing deliverables set forth in the Agreement as NewCo has not been formed yet but to proceed with the issuance of the Save Foods Exchange Shares (as defined in the Agreement) to Yaaran, as contemplated by the Agreement. On July 27, 2023, the Parties closed the transactions set forth in the Agreement, as amended by the Amendment, and the Company issued 1,561,051 Save Foods Exchange Shares to Yaaran in consideration for the issuance by NewCo to Save Foods Ltd. such number of shares representing 60% of NewCo’s share capital on a fully diluted pre-closing basis (“NewCo Exchange Shares”).

 

On August 13, 2023, the Parties entered into a second amendment to the Agreement whereby the Parties agreed that upon the formation of NewCo, the NewCo Exchange Shares will be issued to the Company, instead of the Company’s subsidiary, Save Foods Ltd. The Parties are continuing to take steps to form NewCo with the required regulatory entities in the State of Israel and continue to anticipate that such formation will occur in the near term.

 

The Agreement, the First Amendment and the Second Amendment are filed as Exhibits 10.1, 10.2 and 10.3 hereto, respectively, and each is incorporated herein by reference. The foregoing descriptions of the terms of the Agreement, the First Amendment and the Second Amendment are qualified in their entirety by reference to such exhibits.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Exhibit Description
10.1		Stock Exchange Agreement, by and among Save Foods, Inc., Save Foods Ltd., Yaaran Investments Ltd., and NewCo, Ltd., dated July 11, 2023 (incorporated by reference to Exhibit 1.1 of the Current Report on Form 8-K filed by the Registrant with the Securities and Exchange Commission on July 12, 2023)
10.2		First Amendment, by and among Save Foods, Inc., Save Foods Ltd., Yaaran Investments Ltd., and NewCo, Ltd. dated July 24, 2023 (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by the Registrant with the Securities and Exchange Commission on July 28, 2023)
10.3*		Second Amendment, by and among Save Foods, Inc., Save Foods Ltd., Yaaran Investments Ltd., and NewCo, Ltd. dated August 13, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Filed herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	Save Foods, Inc.
Date: August 16, 2023	By:	/s/ David Palach
	Name:	David Palach
	Title:	Chief Executive Officer

 

 

 

 

Exhibit 10.3

 

SECOND AMENDMENT TO THE

STOCK EXCHANGE AGREEMENT

 

THIS SECOND AMENDMENT TO THE STOCK EXCHANGE AGREEMENT by and among Yaaran Investments Ltd., a company organized under the laws of the State of Israel (“Yaaran”), Save Foods Ltd. and Save Foods, Inc. (together “Save Foods”) and NewCo Ltd. (or such future name as shall be determined between the Parties upon the incorporation of NewCo or as shall be approved by the Israeli Registrar of Companies), in accordance with the terms of this Agreement and the Contract, as defined herein), a private company to be incorporated under the laws of the State of Israel by Yaaran (the “NewCo” and “Second Amendment”, respectively), is made as of August 13, 2023, which are parties to that certain Stock Exchange Agreement, dated July 11, 2023, as amended on July 24, 2023 (the “Original Agreement” and the “First Amendment”, which together shall be referred to as the “Agreement”).

 

WHEREAS, capitalized terms used but not otherwise defined in this Second Amendment shall have the meanings ascribed to them in the Agreement;

 

WHEREAS, the Parties have agreed that, upon certain considerations by Save Foods, Save Foods, Inc. shall be issued the NewCo Exchange Shares (as defined in the Agreement) and not Save Foods Ltd.;

 

WHEREAS, the Parties executing this Second Amendment constitute the required signatories to amend Agreement in accordance with Section 8.3 thereof, and accordingly, now desire to amend the Agreement as set forth herein.

 

NOW, THEREFORE, the Parties agree to amend the Agreement as follows:

 

1. Recitals. The Agreement is hereby amended by replacing the following recitals with the following:

 

“WHEREAS, each of the Parties believes that it is in its best interests, and the best interests of its respective stockholders, that Save Foods shall issue to Yaaran such number of shares of common stock, par value $0.0001 per share, of Save Foods, Inc. (“Save Foods Common Stock”) representing 19.99% of the issued and outstanding capital stock of Save Foods, Inc. (calculated on a pre-Closing basis) (the “Save Foods Exchange Shares”), and in consideration thereof, Save Foods Ltd. Save Foods, Inc.. shall be issued such number of shares representing 60% of NewCo’s share capital on a fully diluted, pre-Closing basis (the “NewCo Exchange Shares”) (collectively, the “Exchange”); and”

 

“WHEREAS, pursuant to those certain minutes of ARO’s information commercialization committee (the “Committee”) dated June 15, 2023, the Committee resolved that the issuance of the NewCo Exchange Shares (as defined below) to Save Foods Ltd. Save Foods, Inc. is approved pursuant to Section 10.10 of the Contract (the “Resolution”), which Resolution Save Foods has relied on as a condition precedent to entering into this Agreement and which Resolution is attached hereto as Annex A.”

 

 

2. Amendment of Section 1.1. The Agreement is hereby amended by replacing Section 2.1 with the following:

 

“1.1 The Exchange. At the Closing and subject to the terms and conditions of this Agreement, Save Foods, Inc. shall issue to Yaaran the Save Foods Exchange Shares and NewCo shall issue to Save Foods Ltd. Save Foods, Inc. the NewCo Exchange Shares.”.

 

3. Amendment of Section 2.1(d). The Agreement is hereby amended by replacing Section 2.3 with the following:

 

“(d) a copy of the register of shareholders of NewCo, certified by an executive officer of NewCo, in which the NewCoExchange Shares issued at the Closing are registered in the name of Save Foods Ltd. Save Foods, Inc., in the form attached hereto as Schedule 2.1‎(h); and”

 

4. Amendment of Section 4.7. The Agreement is hereby amended by replacing Section 3.1 with the following:

 

“4.7 Purchase Entirely for Own Account. The NewCo Exchange Shares proposed to be acquired by the Save Foods Ltd. hereunder will be acquired for investment for the Save Foods Ltd. Save Foods, Inc’s own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and Save Foods Ltd. Save Foods, Inc. has no present intention of selling, granting any participation in or otherwise distributing the NewCo Exchange Shares, except (i) for a transfer to Save Foods, Inc. Save Foods Ltd., or (ii) in compliance with applicable securities laws. Save Foods Ltd. Save Foods, Inc. further represents that it does not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participation to such Person with respect to the NewCo Exchange Shares. For purposes of this Agreement, “Person” means any individual, partnership, corporation, association, joint stock company, trust, joint venture, unincorporated organization or governmental entity (or any department, agency or political subdivision thereof) or other entity.”

 

5. No Other Amendments. Except as specifically amended hereby, the Agreement is unaltered, un-amended, and remains in full force and effect in accordance with its terms.

 

 

IN WITNESS WHEREOF, the parties have executed this Second Amendment to the Agreement as of the date first written above.

 

	SAVE FOODS, INC.
	By:	/s/ David Palach
	Name:	David Palach
	Title:	Chief Executive Officer
	SAVE FOODS LTD.
	By:	/s/ David Palach
	Name:	David Palach
	Title:	Director
	NEWCO LTD.
	By:	/s/ Shmuel Yannay
	Name:	Shmuel Yannay
	Title:	Incoming CEO
	YAARAN INVESTMENTS LTD.
	By:	/s/ Shmuel Yannay
	Name:	Shmuel Yannay
	Title:	Owner

 

[Signature Page to Amendment No. 2 to the Agreement]

 

 

 

v3.23.2

Cover	Aug. 13, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 13, 2023
Entity File Number	001-40403
Entity Registrant Name	Save Foods, Inc.
Entity Central Index Key	0001789192
Entity Tax Identification Number	26-4684680
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	HaPardes 134 (Meshek Sander)
Entity Address, City or Town	Neve Yarak
Entity Address, Country	IL
Entity Address, Postal Zip Code	4994500
City Area Code	(347)
Local Phone Number	468-9583
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	SVFD
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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