Form 8-K - Current report

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): February 8, 2024

Save Foods, Inc.

(Exact name of registrant as specified in its charter)

Nevada

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 5.07

Submission of Matters to a Vote of Security Holders.

On February 8, 2024, Save Foods, Inc., a Nevada corporation (the “Company”) held a special meeting of stockholders (the “Special Meeting”). As of the close of business on January 2, 2024, the record date for the Special Meeting, there were 2,955,490 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) issued and outstanding, each of which is entitled to one vote per share.

At the Special Meeting, the holders of 1,714,525 shares of the Common Stock, equivalent to approximately 58.01% of the outstanding shares entitled to vote at the Special Meeting, were represented in person or by proxy at the Special Meeting, constituting a quorum. The matters that were voted upon at the Special Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to such matters, where applicable, are set forth below.

Proposal #1. The Name Change Proposal. Proposal No. 1 was to approve an amendment to the Articles of Incorporation of the Company implementing the change of the name of the Company from “Save Foods, Inc.” to “N2OFF, Inc.” This proposal was approved as follows:

For		Against		Abstain
1,598,782		102,193		13,550

Proposal #2. The Nasdaq 20% Share Issuance Proposal. Proposal No. 2 was to approve the issuance of 20% or more of the Company’s issued and outstanding shares of Common Stock in a non-public offering pursuant to the terms of the Standby Equity Purchase Agreement, dated December 22, 2023, by and between the Company and YA II PN, Ltd., so that such issuances are made in accordance with Nasdaq Listing Rule 5635 of the Nasdaq Capital Market. This proposal was approved as follows:

For		Against		Abstain		Broker Non-Votes
1,331,232		30,467		112,139		240,687

No other matters were considered or voted upon at the Special Meeting.

Item 8.01

Other Events.

On February 9, 2024, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit Description
99.1		Press release dated February 9, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: February 9, 2024	By:	/s/ David Palach
	Name:	David Palach
	Title:	Chief Executive Officer

Exhibit 99.1

Save Foods Announces the approval by its stockholders of the Nasdaq 20% Share Issuance under the $USD20 Million Standby Equity Purchase Agreement and the Name Change to “N2OFF, INC.”

Neve Yarak, Israel – (GLOBE NEWSWIRE) February 9, 2024 – Save Foods, Inc. (NASDAQ: SVFD) (FSE:80W), a pioneer in sustainable solutions for agriculture, announced today the results of its special meeting of stockholders held on Thursday, February 8. 2024.

At this special meeting, our stockholders approved the issuance of 20% or more of the Company’s issued and outstanding shares of common stock under the standby equity purchase agreement (the “SEPA”) the Company entered on December 22, 2023 with YA II PN, Ltd. (“YA”), a fund managed by Yorkville Advisors Global, LP., so that such issuances are made in compliance with the listing rules of the Nasdaq Capital Market (the “Nasdaq 20% Share Issuance Approval”). Under the terms of SEPA, YA has agreed to purchase up to $20 million of the Company’s shares of common stock over the next thirty-six-month period.

In addition, our stockholders approved the change of the Company’s name to “N2OFF, Inc.” which corresponds to our plan for rebranding. We believe that this new name will better reflect the Company’s current focus on finding environmentally friendly and economically viable solutions for agriculture and greenhouse gas emissions reduction. The Company will take the proper actions to effect its name change in the State of Nevada and on the Nasdaq Capital Market.

David Palach, the Company’s CEO commented: “We are very pleased with the continuance vote of trust of our stockholders in management-proposed actions, demonstrated by this approval.”

About Save Foods:

Save Foods, Inc. is an innovative agri-food tech company that through its three operational arms delivers integrated solutions for improved safety, quality, and sustainability every step of the way from field to fork. Save Foods Ltd., Save Foods’ majority-owned Israeli subsidiary, focuses on post-harvest treatments in fruit and vegetables to control and prevent pathogen contamination, significantly reduce the use of hazardous chemicals, and prolong fresh produce’s shelf life. Nitrousink, Ltd., Save Foods’ majority-owned Israeli subsidiary, contributes to tackling greenhouse gas emissions, offering a pioneering solution to mitigate N2O (nitrous oxide) emissions, a potent greenhouse gas with 265 times the global warming impact of carbon dioxide. Nitrousink Ltd. aims to promote agricultural practices that are both environmentally friendly and economically viable. Plantify Foods, Inc., Save Foods’ minority-owned Canadian subsidiary listed on the TSXV, offers a wide range of clean-label healthy food options that are nutritious, gluten free, non-allergenic, use whole natural ingredients, and are easy to prepare. For more information on Save Foods Ltd. and Nitrousink Ltd. visit our website: https://savefoods.co/

Forward-looking Statements:

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. Because such statements deal with future events and are based on our current expectations, they are subject to various risks and uncertainties. Actual results, performance or achievements could differ materially from those described in or implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including market conditions as well as those discussed under the heading “Risk Factors” in Save Foods’ registration statement on Form S-1 filed with the SEC on February 2, 2024, and in any subsequent filings with the SEC. Except as otherwise required by law, we undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. We are not responsible for the contents of third-party websites.

Investor Relations Contacts:

Michal Efraty

+972-(0)52-3044404

michal@efraty.com

Cover	Feb. 08, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 08, 2024
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	NV
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