UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On July 11, 2023, Save Foods, Inc. (the “Company” or “Save Foods”), entered into a stock exchange agreement (the “Agreement”), by and among the Company, Save Foods Ltd., an Israeli company, Yaaran Investments Ltd., an Israeli company (“Yaaran”), and NewCo, a yet-to-be formed Israeli company (“NewCo”, and together, the “Parties”), pursuant to which the Company agreed to issue to Yaaran 19.99% of its issued and outstanding capital stock as of immediately prior to the Closing (as defined in the Agreement), and in consideration thereof Save Foods Ltd., the majority-owned subsidiary of the Company, shall be issued such number of shares representing 60% of NewCo’s share capital on a fully diluted pre-Closing basis. As part of the Agreement, Save Foods has committed to support NewCo’s commercialization efforts of certain technologies researched and developed together with The Government of Israel on behalf of the State of Israel, represented by the Head of the Agricultural Research Organization and the Treasurer of A.R.O., by making available up to $1.2 million in three conditional installments.
The Agreement contained customary representations, warranties and agreements by each of the Parties. The representations, warranties and covenants contained in the Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and were subject to limitations agreed upon by the contracting parties.
The Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing descriptions of the terms of the Agreement are qualified in their entirety by reference to such exhibit.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Exhibit Description | |
| 1.1* | Stock Exchange Agreement, by and among Save Foods, Inc., Save Foods Ltd., Yaaran Investments Ltd., and NewCo, Ltd. dated July 11, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Certain confidential information contained in this exhibit, marked by brackets, was omitted because it is both (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. “[***]” indicates where the information has been omitted from this exhibit
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: July 12, 2023 | By: | /s/ David Palach |
| Name: | David Palach | |
| Title: | Chief Executive Officer | |