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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 31, 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
The disclosure set forth below under Item
2.3 (Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant) is incorporated
by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On
October 31, 2023, Save Foods, Inc., a Delaware corporation (the “Company”) issued a one-year promissory note in the principal
amount of $700,000 (the “Note”) to YA II PN, Ltd. (the “Investor”) pursuant to the Standby Equity Purchase Agreement
between the Company and the Investor, dated July 23, 2023 (the “Purchase Agreement”), the terms of which were previously
disclosed by the Company in its Current Report on Form 8-K filed with the Securities and Exchange Commission on July 27, 2023.
The
Note has the purchase price of $679,000, representing a 3% original issue discount, bears interest at8% per annum on the outstanding
principal balance. The Company is required to pay, on a monthly basis, one tenth of the outstanding principal amount of the Note and
accrued interest either (i) in cash or (ii) by submitting an advance notice pursuant to the Purchase Agreement, shares of its common
stock under the terms of the Purchase Agreement or a combination thereof as determined by the Company. The first payment under the Note
is due December 31, 2023. Unless otherwise agreed by the Investor, the funds received by the Company pursuant to the Purchase Agreement
for the sale of shares of its common stock to the Investor will first be used to satisfy any payments due under the Note.
The
foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is attached
hereto as Exhibit 4.1 and 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:
November 2, 2023 |
By: |
/s/
David Palach |
|
Name: |
David
Palach |
|
Title: |
Chief
Executive Officer |
Exhibit
4.1
THIS
NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THIS NOTE HAS BEEN
SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS.
SAVE
FOODS, INC.
Promissory
Note
Original
Principal Amount: $700,000
Issuance
Date: October 31, 2023
Number:
SVFD-1
FOR
VALUE RECEIVED, SAVE FOODS, INC., a Delaware corporation (the “Company”), hereby promises to pay to the order
of YA II PN, LTD., or its registered assigns (the “Holder”), the amount set out above as the Original Principal Amount
(as reduced pursuant to the terms hereof pursuant to repayment, redemption, conversion or otherwise, the “Principal”),
in each case when due, and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate
(as defined below) from the date set out above as the Issuance Date (the “Issuance Date”) until the same becomes due
and payable, whether upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the
terms hereof). Certain capitalized terms used herein are defined in Section (10). The Issuance Date is the date of the first issuance
of this Promissory Note (the “Note”) regardless of the number of transfers and regardless of the number of instruments,
which may be issued to evidence such Note. This Note was issued with a 3% original issue discount.
This
Note is being issued pursuant to Section 2.05 of the Standby Equity Purchase Agreement, dated July 23, 2023 (as may be amended, amended
and restated, extended, supplemented or otherwise modified in writing from time to time, the “SEPA”), between the
Company and YA II PN, LTD.
(1)
GENERAL TERMS
(a)
Maturity Date. On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding Principal,
accrued and unpaid Interest, and any other amounts outstanding pursuant to the terms of this Note. The “Maturity Date”
shall be October 31, 2024, as may be extended with the prior written consent of the Holder.
(b)
Interest Rate and Payment of Interest. Interest shall accrue on the outstanding Principal balance hereof at an annual rate equal
to 8% (“Interest Rate”), which Interest Rate shall increase to an annual rate of 18% upon an Event of Default for
so long as it remains uncured. Interest shall be calculated based on a 365-day year and the actual number of days elapsed, to the extent
permitted by applicable law.
(c)
Monthly Payments. On or before each date (each, an “Installment Date”) set forth on the repayment schedule
attached hereto as Exhibit I (the “Repayment Schedule”), the Company shall repay a portion of the outstanding
balance of this Note in an amount equal to the Principal amount set forth on the Repayment Schedule as of such Repayment Date, plus all
accrued and unpaid Interest on this Note as of such Installment Date (collectively, the “Installment Amount”). With
respect to the payment of any Installment Amount by the Company hereunder, the Company shall, at its own option, repay each Installment
Amount either (i) in cash on or before the Installment Date, or (ii) by submitting an Advance Notice (as defined in the SEPA) (an “Advance
Repayment”), or a series of Advance Notices, each with an Advance Date (as defined in the SEPA) on or before the applicable
Instalment Date, or any combination of (i) or (ii) as determined by the Company. In respect of any Installment Amount, or portion thereof,
to be repaid by the Company in accordance with (i) of this Section 2(a), the Company shall pay to the Holder such Installment Amount
to the Holder by wire transfer of immediately available funds in cash on or before such Installment Date. If the Company elects an Advance
Repayment in accordance with (ii) of this Section 1(c), for all or a portion of an Installment Amount, then the Company shall deliver
an Advance Notice to the Holder in accordance with the terms and conditions of the SEPA, that will have an Advance Date on or before
the applicable Installment Date. Upon the closing of such Advance Notice in accordance with Section 2.02 of the SEPA, the Holder shall
offset the amount due to be paid by the Holder to the Company under the SEPA against an equal amount of the Installment Amount to be
paid by the Advance Repayment. If, on the Installment Date any portion of the Installment Amount remains unpaid, the Company shall repay
such outstanding Payment Amount as a cash repayment pursuant to (i) of this Section 1(c). The Repayment Schedule may be modified from
time to time upon mutual consent.
For
so long as this Note is outstanding, unless otherwise agreed by the Holder, if the Company delivers an Advance Notice under the SEPA,
the Company shall be deemed to have elected an Advance Repayment in respect of such Advance Notice up to the Installment Amount due on
such next Installment Date, or subsequent Installment Dates, until this Note is fully repaid.
(d)
Payment Dates. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment
shall be made on the next succeeding Business Day.
(e)
Prepayment. The Company may prepay at any time and from time to time, in whole or in part, the outstanding Principal balance and
accrued interest on the Principal amount being prepaid to the date of repayment.
(2)
EVENTS OF DEFAULT.
(a)
An “Event of Default”, wherever used herein, means any one of the following events (whatever the reason and whether
it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any
order, rule or regulation of any administrative or governmental body):
(i)
the Company’s failure to pay to the Holder any amount of Principal, Interest, or other amounts when and as due under this Note
or any other Transaction Document;
(ii)
The Company or any Subsidiary of the Company shall commence, or there shall be commenced against the Company or any Subsidiary of the
Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company or
any Subsidiary of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company
or any Subsidiary of the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty
one (61) days; or the Company or any Subsidiary of the Company is adjudicated insolvent or bankrupt; or any order of relief or other
order approving any such case or proceeding is entered; or the Company or any Subsidiary of the Company suffers any appointment of any
custodian, private or court appointed receiver or the like for it or all or substantially all of its property which continues undischarged
or unstayed for a period of sixty one (61) days; or the Company or any Subsidiary of the Company makes a general assignment of all or
substantially all of its assets for the benefit of creditors; or the Company or any Subsidiary of the Company shall fail to pay, or shall
state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company or any Subsidiary of
the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or
the Company or any Subsidiary of the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence
in any of the foregoing; or any corporate or other action is taken by the Company or any Subsidiary of the Company for the purpose of
effecting any of the foregoing;
(iii)
The Company or any Subsidiary of the Company shall default beyond applicable grace and cure periods in any of its obligations under any
other debenture or any, mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under
which there may be issued, or by which there may be secured or evidenced any indebtedness for borrowed money or money due under any long
term leasing or factoring arrangement of the Company or any Subsidiary of the Company in an amount exceeding $100,000, whether such indebtedness
now exists or shall hereafter be created and such default shall result in such indebtedness becoming or being declared due and payable;
(iv)
The Common Stock shall cease to be quoted or listed for trading, as applicable, on any Primary Market for a period of ten (10) consecutive
Trading Days;
(v)
The Company’s failure to timely file with the Commission any Periodic Report on or before the due date of such filing as established
by the Commission, it being understood, for the avoidance of doubt, that due date includes any permitted filing deadline extension under
Rule 12b-25 under the Exchange Act;
(vi)
Any representation or warranty made or deemed to be made by the Company in or in connection with any Transaction Document, or any waiver
hereunder or thereunder, shall prove to have been incorrect in any material respect (or, in the case of any such representation or warranty
already qualified by materiality, such representation or warranty shall prove to have been incorrect) when made or deemed made;
(vii)
Any material provision of any Transaction Document, at any time after its execution and delivery and for any reason other than as expressly
permitted hereunder or thereunder, ceases to be in full force and effect; or the Company purports in writing to revoke, terminate (other
than in line with the relevant termination provisions) or rescind any Transaction Document;
(viii)
the Company uses the proceeds of the issuance of this Note, whether directly or indirectly, and whether immediately, incidentally or
ultimately, to purchase or carry margin stock (within the meaning of Regulations T, U and X the Federal Reserve Board, as in effect from
time to time and all official rulings and interpretations thereunder or thereof), or to extend credit to others for the purpose of purchasing
or carrying margin stock or to refund indebtedness originally incurred for such purpose; or
(ix)
Any Event of Default (as defined in the Other Notes or in any Transaction Document other than this Note) occurs with respect to any Other
Notes, or any breach of any material term of any other debenture, note, or instrument held by the Holder in the Company or any agreement
between or among the Company and the Holder; or
(x)
The Company shall fail to observe or perform any material covenant, agreement or warranty contained in, or otherwise commit any material
breach or default of any provision of this Note (except as may be covered by Section (2)(a)(i) through (2)(a)(x) hereof) or any other
Transaction Document, which is not cured or remedied within the time prescribed therein, or if no time is prescribed, withing ten (10)
Business Days.
(b)
During the time that any portion of this Note is outstanding, if any Event of Default has occurred and is continuing, (other than an
event with respect to the Company described in Section (2)(a)(ii)), the full unpaid Principal amount of this Note, together with interest
and other amounts owing in respect thereof, to the date of acceleration shall become at the Holder’s election given by notice pursuant
to Section (4), immediately due and payable in cash; provided that, in the case of any event with respect to the Company described in
Section (2)(a)(ii), the full unpaid Principal amount of this Note, together with interest and other amounts owing in respect thereof
to the date of acceleration, shall automatically become due and payable, in each case without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by the Company. The Holder need not provide and the Company hereby waives any presentment,
demand, protest or other notice of any kind, (other than required notice of conversion) and the Holder may immediately enforce any and
all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded
and annulled by the Holder in writing at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent
Event of Default or impair any right consequent thereon. For the purposes hereof, an Event of Default relating to default in payment
is “continuing” if it has not been waived, and an Event of Default relating to circumstances other than a default
in payment is “continuing” if it has not been remedied or waived.
(3)
REISSUANCE OF THIS NOTE.
(a)
Transfer. If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith
issue and deliver upon the order of the Holder a new Note (in accordance with Section (3)(d)), registered in the name of the registered
transferee or assignee, representing the outstanding Principal being transferred by the Holder (along with any accrued and unpaid interest
thereof) and, if less then the entire outstanding Principal is being transferred, a new Note (in accordance with Section (3)(d)) to the
Holder representing the outstanding Principal not being transferred.
(b)
Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder
to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute
and deliver to the Holder a new Note (in accordance with Section (3)(d)) representing the outstanding Principal.
(c)
Note Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder at the principal
office of the Company, for a new Note or Notes (in accordance with Section (3)(d)) representing in the aggregate the outstanding Principal
of this Note, and each such new Note will represent such portion of such outstanding Principal as is designated by the Holder at the
time of such surrender.
(d)
Issuance of New Notes. Whenever the Company is required to issue a new Note pursuant to the terms hereof, such new Note (i) shall
be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding,
(iii) shall have an issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv)
shall have the same rights and conditions as this Note, and (v) shall represent accrued and unpaid Interest from the Issuance Date.
(4)
NOTICES. Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof must
be in writing by letter and email and will be deemed to have been delivered: upon the later of (A) either (i) receipt, when delivered
personally or (ii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case,
properly addressed to the party to receive the same and (B) receipt, when sent by electronic mail. The addresses and e-mail addresses
for such communications shall be:
If
to the Company, to: |
Save
Foods, Inc.
HaPardes
134 (Meshek Sander)
Neve
Yarak, Israel 4994500 |
|
Attention:
David Palach, CEO |
|
Email:
david@savefoods.co |
with
a copy (which shall not constitute notice) to:
|
The
Crone Law Group, P.C.
HaArba’a
Tower
28
Ha’Arba Street
South
Tower, 19th Floor
Tel
Aviv, Israel |
|
|
|
Attention:
Nancy Brenner, Esq.
Telephone:
050-709-7272
Email:
nbrenner@cronelawgroup.com |
|
|
If
to the Holder: |
YA
II PN, Ltd |
|
c/o
Yorkville Advisors Global, LLC
1012
Springfield Avenue |
|
Mountainside,
NJ 07092 |
|
Attention:
Mark Angelo |
|
Telephone:
201-985-8300 |
|
Email:
Legal@yorkvilleadvisors.com |
or
at such other address and/or email and/or to the attention of such other person as the recipient party has specified by written notice
given to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (i) given
by the recipient of such notice, consent, waiver or other communication, (ii) electronically generated by the sender’s email service
provider containing the time, date, recipient email address or (iii) provided by a nationally recognized overnight delivery service,
shall be rebuttable evidence of personal service, receipt by email or receipt from a nationally recognized overnight delivery service
in accordance with clause (i), (ii) or (iii) above, respectively.
(5)
Except as expressly provided herein, no provision of this Note shall alter or impair the obligations of the Company, which are absolute
and unconditional, to pay the Principal of, interest and other charges (if any) on, this Note at the time, place, and rate, and in the
currency, herein prescribed. This Note is a direct obligation of the Company. As long as this Note is outstanding, the Company shall
not and shall cause their subsidiaries not to, without the consent of the Holder, amend its certificate of incorporation, bylaws or other
charter documents so as to adversely affect any rights of the Holder.
(6)
CHOICE OF LAW; VENUE; WAIVER OF JURY TRIAL
(a)
Governing Law. This Note and the rights and obligations of the Parties hereunder shall, in all respects, be governed by, and construed
in accordance with, the laws (excluding the principles of conflict of laws) of the State of New York (the “Governing Jurisdiction”)
(including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), including all matters of construction,
validity and performance.
(b)
Jurisdiction; Venue; Service.
(i)
The Company hereby irrevocably consents to the non-exclusive personal jurisdiction of the state courts of the Governing Jurisdiction
and, if a basis for federal jurisdiction exists, the non-exclusive personal jurisdiction of any United States District Court for the
Governing Jurisdiction.
(ii)
The Company agrees that venue shall be proper in any court of the Governing Jurisdiction selected by the Holder or, if a basis for federal
jurisdiction exists, in any United States District Court in the Governing Jurisdiction. The Company waives any right to object to the
maintenance of any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract
or in tort or otherwise, in any of the state or federal courts of the Governing Jurisdiction on the basis of improper venue or inconvenience
of forum.
(iii)
Any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or
otherwise, brought by the Company against the Holder arising out of or based upon this Note or any matter relating to this Note, or any
other Transaction Document, or any contemplated transaction, shall be brought in a court only in the Governing Jurisdiction. The Company
shall not file any counterclaim against the Holder in any suit, claim, action, litigation or proceeding brought by the Holder against
the Company in a jurisdiction outside of the Governing Jurisdiction unless under the rules of the court in which the Holder brought such
suit, claim, action, litigation or proceeding the counterclaim is mandatory, and not permissive, and would be considered waived unless
filed as a counterclaim in the suit, claim, action, litigation or proceeding instituted by the Holder against the Company. The Company
agrees that any forum outside the Governing Jurisdiction is an inconvenient forum and that any suit, claim, action, litigation or proceeding
brought by the Company against the Holder in any court outside the Governing Jurisdiction should be dismissed or transferred to a court
located in the Governing Jurisdiction. Furthermore, the Company irrevocably and unconditionally agrees that it will not bring or commence
any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort
or otherwise, against the Holder arising out of or based upon this Note or any matter relating to this Note, or any other Transaction
Document, or any contemplated transaction, in any forum other than the courts of the State of New York sitting in New York County, and
the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties
hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such suit,
claim, action, litigation or proceeding may be heard and determined in such New York State Court or, to the fullest extent permitted
by applicable law, in such federal court. The Company and the Holder agree that a final judgment in any such suit, claim, action, litigation
or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided
by law.
(iv)
The Company and the Holder irrevocably consent to the service of process out of any of the aforementioned courts in any such suit, claim,
action, litigation or proceeding by the mailing of copies thereof by registered or certified mail postage prepaid, to it at the address
provided for notices in this Note, such service to become effective thirty (30) days after the date of mailing.
(v)
Nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings
or to otherwise proceed against the Company or any other Person in the Governing Jurisdiction or in any other jurisdiction.
(c)
THE PARTIES MUTUALLY WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS OF ANY KIND ARISING OUT OF OR BASED UPON THIS NOTE OR ANY MATTER
RELATING TO THIS NOTE, OR ANY OTHER TRANSACTION DOCUMENT, OR ANY CONTEMPLATED TRANSACTION. THE PARTIES ACKNOWLEDGE THAT THIS IS A WAIVER
OF A LEGAL RIGHT AND THAT THE PARTIES EACH MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF THEIR RESPECTIVE
CHOICE. THE PARTIES AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A JURY.
(7)
If the Company fails to strictly comply with the terms of this Note, then the Company shall reimburse the Holder promptly for all fees,
costs and expenses, including, without limitation, attorneys’ fees and expenses incurred by the Holder in any action in connection
with this Note, including, without limitation, those incurred: (i) during any workout, attempted workout, and/or in connection with the
rendering of legal advice as to the Holder’s rights, remedies and obligations, (ii) collecting any sums which become due to the
Holder, (iii) defending or prosecuting any proceeding or any counterclaim to any proceeding or appeal; or (iv) the protection, preservation
or enforcement of any rights or remedies of the Holder.
(8)
Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach
of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict adherence to
any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist
upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.
(9)
If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision
is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it
shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable
rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company covenants
(to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all
or any portion of the Principal of or Interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in
force, or which may affect the covenants or the performance of this Note, and the Company (to the extent it may lawfully do so) hereby
expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay
or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though
no such law has been enacted.
(10)
CERTAIN DEFINITIONS. For purposes of this Note, the following terms shall have the following meanings:
(a)
“Business Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United
States or a day on which banking institutions are authorized or required by law or other government action to close.
(b)
“Commission” means the Securities and Exchange Commission.
(c)
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
(d)
“Other Notes” means any other notes issued pursuant to the SEPA and any other debentures, notes, or other instruments
issued in exchange, replacement, or modification of the foregoing.
(e)
“Periodic Reports” shall mean the Company’s (i) Annual Report on Form 10-K, (ii) any quarterly report to be
filed on Form 10-Q or periodic report to be filed on Form 8-K and (iii) all other reports required to be filed by the Company with the
Commission under applicable laws and regulations (including, without limitation, Regulation S-K) for so long as any amounts are outstanding
under this Note or any Other Note; provided that all such Periodic Reports shall include, when filed, all information, financial
statements, audit reports (when applicable) and other information required to be included in such Periodic Reports in compliance with
all applicable laws and regulations.
(f)
“Person” means a corporation, an association, a partnership, organization, a business, an individual, a government
or political subdivision thereof or a governmental agency.
(g)
“Primary Market” shall mean the Nasdaq Stock Market; provided however, that in the event the Common Stock is ever
listed or traded on the New York Stock Exchange, or the NYSE American, then the “Principal Market” shall mean such other
market or exchange on which the shares of Common Stock are then listed or traded to the extent such other market or exchange is the principal
trading market or exchange for the Common Stock.
(h)
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
(i)
“Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity
of which more than 50% of the total voting power of shares of capital stock or other interests (including partnership interests) entitled
(without regard to the occurrence of any contingency) to vote in the election of directors, managers, general partners or trustees thereof
is at the time owned or controlled, directly or indirectly, by (i) such Person; (ii) such Person and one or more Subsidiaries of such
Person; or (iii) one or more Subsidiaries of such Person.
(j)
“Trading Day” shall have the meaning set forth in the SEPA.
(k)
“Transaction Document” means, each of, the Other Notes, the SEPA, and any and all documents, agreements, instruments
or other items executed or delivered in connection with any of the foregoing.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the Company has caused this Promissory Note to be duly executed by a duly authorized officer as of the date set
forth above.
|
COMPANY: |
|
SAVE
FOODS, INC. |
|
|
|
|
By: |
/s/
David Palach |
|
Name: |
David
Palach |
|
Title: |
CEO |
EXHIBIT
I
REPAYMENT
SCHEUDLE
Principal Amount: | |
$ |
700,000 | | |
| | | |
| | |
Issuance Date: | |
October 31, 2023 | | |
| | | |
| | |
Days Following Issuance Date | |
Principal Amount | | |
Accrued and Unpaid Interest(1) | | |
Installment Amount | |
60 | |
$ | 70,000 | | |
$ | 9,205 | | |
$ | 79,205 | |
90 | |
$ | 70,000 | | |
$ | 4,142 | | |
$ | 74,142 | |
120 | |
$ | 70,000 | | |
$ | 3,682 | | |
$ | 73,682 | |
150 | |
$ | 70,000 | | |
$ | 3,222 | | |
$ | 73,222 | |
180 | |
$ | 70,000 | | |
$ | 2,762 | | |
$ | 72,762 | |
210 | |
$ | 70,000 | | |
$ | 2,301 | | |
$ | 72,301 | |
240 | |
$ | 70,000 | | |
$ | 1,841 | | |
$ | 71,841 | |
270 | |
$ | 70,000 | | |
$ | 1,381 | | |
$ | 71,381 | |
300 | |
$ | 70,000 | | |
$ | 921 | | |
$ | 70,921 | |
330 | |
$ | 70,000 | | |
$ | 460 | | |
$ | 70,460 | |
| |
$ | 700,000 | | |
$ | 29,918 | | |
$ | 729,918 | |
(1)
Estimated Accrued and Unpaid Interest. Actual amount may differ on an applicable Installment Date.
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