Form 8-K - Current report
05 Octubre 2023 - 7:30AM
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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): October 5, 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
3.03 |
Material Modifications to Rights of
Security Holders. |
As
previously reported on the Current Report on Form 8-K filed by Save Foods, Inc. (the “Company”) with the Securities and Exchange
Commission on October 2, 2023, at the annual meeting of stockholders of the Company held on said date, the holders of approximately 55.5%
of the Company’s voting power entitled to vote at that annual meeting, approved an amendment to the Company’s Amended and
Restated Certificate of Incorporation (the “Certificate of Amendment”), to effect a reverse stock split of the issued and
outstanding shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), by a ratio of no
less than 1-for-7 and no more than 1-for-10, with the exact split ratio to be determined by the board of directors of the Company (the
“Board”) in its sole discretion. After the annual meeting, the Board determined that it is in the best interests of the Company
and its stockholders to effectuate a reverse stock split of the Common Stock at a ratio of one-for-seven (1-for-7) (the “Reverse
Stock Split”).
Item
5.03 |
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On
October 4, 2023, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware, to effect the Reverse
Stock Split. The Certificate of Amendment became effective on October 5, 2023, at 9 a.m. Eastern Daylight time (the “Effective
Time”).
Upon
the opening of the market on October 6, 2023, the Common Stock will begin trading on the Nasdaq Capital Market (“Nasdaq”)
on the post-Reverse Stock Split basis under the current symbol “SVFD” but with a new CUSIP number.
The
Reverse Stock Split is intended to regain compliance with a minimum bid price of $1.00 per share for continued listing on Nasdaq, as
set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”), by October 23, 2023, within the initial 180th
calendar day compliance period granted by the Listing Qualifications Department of The Nasdaq Stock Market LLC.
Prior
to the Effective Time, the Company had 495,000,000 shares of Common Stock authorized, out of which 9,915,637 shares were issued and outstanding
and 5,000,000 shares of preferred stock, $0.0001 par value per share authorized, none of which were issued and outstanding.
Upon
the Effective Time, every seven (7) shares of Common Stock that were issued and outstanding immediately prior to the Effective Time automatically
and without any action of the Company or any holder thereof, were combined into one (1) validly issued and non-assessable share of Common
Stock, resulting in approximately 1,416,520 post-Revere Stock Split shares of Common Stock. No fractional shares are being issued to
any stockholder of the Company, and in lieu of issuing any such fractional shares, any fractional shares resulting from the Reverse Stock
Split will be rounded up to the nearest whole share of Common Stock. Proportionate adjustments will be made to the exercise prices and
the number of shares underlying the Company’s outstanding equity awards, convertible notes, and warrants, as applicable. The Common
Stock issued pursuant to the Reverse Stock Split will remain fully paid and non-assessable. The Reverse Stock Split will not affect the
number of authorized shares of Common Stock or the par value of the Common Stock nor will it change the authorized shares of preferred
stock or the relative voting power of holders of the outstanding Common Stock.
The
Company’s transfer agent, Securities Transfer Corporation, is acting as the exchange agent for the Reverse Stock Split and will
send instructions to stockholders of record regarding the exchange of certificates of Common Stock if the shares were issued in certificated
form.
Except
for de minimis adjustments that result from the treatment of fractional shares, the Reverse Stock Split does not have any immediate dilutive
effect on our stockholders, since each stockholder holds the same percentage of Common Stock outstanding immediately following the Reverse
Stock Split as such stockholder held immediately prior to the Reverse Stock Split.
A
copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference. The information set forth
in Item 3.03 of this Current Report is incorporated herein by reference.
Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits.
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:
October 5, 2023 |
By: |
/s/
Lital Barda |
|
Name: |
Lital
Barda |
|
Title: |
Chief
Financial Officer |
Exhibit 3.1
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