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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): 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]
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