10-Q - NXTS - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Forthe quarterly period ended ### March 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Forthe transition period from To

Commission

File No. 000-56100

SAVE FOODS, INC.
(Exact<br> name of registrant as specified in its charter)
Delaware	26-4684680
---	---
(State<br> or other jurisdiction of	(I.R.S.<br> Employer
incorporation<br> or organization)	Identification<br> No.)
730 NW 107 Avenue
---	---
Miami, Florida	33172
(Address<br> of Principal Executive Offices)	(Zip<br> Code)
(347) 468 9583
---
(Registrant’s<br> telephone number, including area code)

n/a

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common<br> Stock, Par value $0.0001 per share	SVFD	The<br> Nasdaq Capital Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐	Large<br> accelerated filer	☐	Accelerated<br> filer
☒	Non-accelerated<br> filer	☒	Smaller<br> reporting company
		☒	Emerging<br> 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As

of March 31, 2022, the registrant had 2,842,036 shares of common stock, par value $0.0001 (the “Common Stock”) issued and outstanding.

As used in this Quarterly Report and unless otherwise indicated, the terms “Save Foods,” “we,” “us,” “our,” or “our Company” refer to Save Foods, Inc. and Save Foods Ltd., the 98.48% owned subsidiary of Save Foods, Inc. Unless otherwise specified, all dollar amounts are expressed in United States dollars.

Save

Foods, Inc.

Quarterly

Report on Form 10-Q

TABLE

OF CONTENTS

		Page
Cautionary Note Regarding Forward-Looking Statements		3
PART I - FINANCIAL INFORMATION
Item<br> 1.	Condensed Consolidated Interim Financial Statements (unaudited)	5
	Condensed Consolidated Interim Balance Sheets (unaudited)	6
	Condensed Consolidated Interim Statements of Comprehensive Loss (unaudited)	7
	Condensed Consolidated Interim Statements of Stockholders’ Equity (unaudited)	8
	Condensed Consolidated Interim Statements of Cash Flows (unaudited)	9
	Notes to Condensed Consolidated Interim Financial Statements	10
Item<br> 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item<br> 3.	Quantitative and Qualitative Disclosures about Market Risk	20
Item<br> 4.	Control and Procedures	20
PART II - OTHER INFORMATION
Item<br> 1A.	Risk Factors	21
Item<br> 6.	Exhibits	22
SIGNATURES		23

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CAUTIONARY

NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information set forth in this Quarterly Report on Form 10-Q, including in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere herein may address or relate to future events and expectations and as such constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements which are not historical reflect our current expectations and projections about our future results, performance, liquidity, financial condition, prospects and opportunities and are based upon information currently available to us and our management and their interpretation of what is believed to be significant factors affecting our business, including many assumptions regarding future events. Such forward-looking statements include statements regarding, among other things:

●	our<br> expectations regarding our short and long-term capital requirements;
●	our<br> history of operating losses and expectation to incur additional losses in the future;
●	our<br> ability to raise additional capital to meet our liquidity needs;
●	because<br> of our limited operating history, we may not be able to successfully operate our business or execute our business plan;
●	our<br> products and technology requiring additional trials;
●	commercial<br> success of our new generation products, as well as any future products, depends upon the degree of market acceptance by the packing<br> house community as well as by other prospect markets and industries
●	our<br> ability to comply with the continued listing standards of the Nasdaq Capital Market;
●	sales<br> of our products;
●	the<br> size and growth of our product market;
●	our<br> marketing plans;
●	our<br> activity in the civilian market;
●	our<br> ability to obtain market acceptance of our environmentally friendly solutions for fruits and vegetables;
●	our<br> inability to respond effectively to technological changes in our industry, which could reduce the demand for our products;
●	our<br> ability to satisfy or maintain compliance in the U.S. (including the U.S. Food and Drug Administration, the United States Environmental<br> Protection Agency and the California Department of Pesticide Regulation), and international regulatory requirements and obtain required<br> approvals for sales or exports of our products;
●	our<br> ability to achieve regulatory approvals and registration in the United States and abroad (Mexico, Israel, Spain and Italy), which<br> might take longer than expected;
●	significant<br> competition from other companies looking to develop or acquire new alternative environmentally friendly solutions for the treatment<br> of fruits and vegetables, and other edible matter;
●	our<br> reliance on a limited number of suppliers to produce certain key components of our products;
●	our<br> plans to continue to invest in research and development;
●	our<br> ability to establish and maintain strategic partnerships with third parties, including for the distribution of products;

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| --- | | ● | our ability to establish sales, marketing and distribution capabilities or enter into successful relationships with third parties to perform these services; | | --- | --- | | ● | our reliance on rapidly establishing global distributorship network in order to effectively market our products; | | ● | results of our early tests may not be indicative of results in future tests and we cannot assure you that any planned or future tests will lead to results sufficient for the necessary regulatory approvals; | | ● | inherent dangers in production and transportation of hydrogen peroxide and highly concentrated organic acids could cause disruptions and could expose us to potentially significant losses, costs or other liabilities; | | ● | our ability to attract and retain sufficient, qualified personnel; | | ● | our ability to obtain or maintain patents or other appropriate protection for the intellectual property; | | ● | our ability to grow both domestically and internationally; | | ● | our ability to adequately support future growth; | | ● | potential product liability or intellectual property infringement claims; | | ● | our business and operations may be affected by climate change conditions, which could materially harm our financial results; | | ● | risks relating to portfolio concentration; | | ● | risks relating to international expansion of our business and operations; | | ● | the effect of COVID-19 on our business; and | | ● | information with respect to any other plans and strategies for our business. |

Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “should,” “would,” “could,” “scheduled,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “seek,” or “project” or the negative of these words or other variations on these words or comparable terminology. Actual results, performance, liquidity, financial condition and results of operations, prospects and opportunities could differ materially and perhaps substantially from those expressed in, or implied by, these forward-looking statements as a result of various risks, uncertainties and other factors. These statements may be found under the section of our Annual Report on Form 10-K for the year ended December 31, 2021 (filed on March 31, 2022) (“2021 Annual Report”) entitled “Risk Factors” as well as in our other public filings.

In light of these risks and uncertainties, and especially given the start-up nature of our business, there can be no assurance that the forward-looking statements contained herein will in fact occur. Readers should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

On February 23, 2021, we implemented a one-for-seven reverse stock split of our Common Stock pursuant to which holders of our Common Stock received one share of our Common Stock for every seven shares of Common Stock held. Unless the context expressly dictates otherwise, all references to share and per share amounts referred to herein reflect the reverse stock split.

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PART

I – FINANCIAL INFORMATION

Item1. Condensed Consolidated Interim Financial Statements (unaudited).

SAVE

FOODS, INC.

CONDENSED

CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

AS

OF MARCH 31, 2022

IN

U.S. DOLLARS

TABLE

OF CONTENTS

	Page
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED):
Condensed Consolidated Interim Balance Sheets (unaudited)	6
Condensed Consolidated Interim Statements of Comprehensive Loss (unaudited)	7
Condensed Consolidated Interim Statements of Stockholders’ Equity (unaudited)	8
Condensed Consolidated Interim Statements of Cash Flows (unaudited)	9
Notes to Condensed Consolidated Interim Financial Statements	10<br> - 15

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SAVE

FOODS, INC.

UNAUDITED

CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS

(U.S. dollars except share and per share data)

	March 31, 2022			December 31, 2021
			December 31, 2021
Assets
Current Assets
Cash and cash equivalents	5,644,466			6,750,938
Restricted cash	55,416			56,674
Accounts receivable, net	201,853			172,630
Inventories	26,568			22,603
Other current assets	276,028			226,252
Total Current assets	6,204,331			7,229,097
Right-of-use asset arising from operating lease	168,244			129,613
Property and equipment, net	111,169			100,944
Funds in respect of employee rights upon retirement	136,103			137,625
Total assets	6,619,847			7,597,279
Liabilities and Shareholders’ Equity
Current Liabilities
Short-term loan from banking institutions	6,197			8,390
Accounts payable	586,703			539,360
Other liabilities	395,754			383,554
Total current liabilities	988,654			931,304
Operating lease liabilities	102,754			87,287
Liability for employee rights upon retirement	164,042			166,077
Total liabilities	1,255,450			1,184,668
Stockholders’ Equity
Common Stock 0.0001<br> par value per share (“Common Stock”): 495,000,000<br> shares authorized as of March 31, 2022 and December 31, 2021; issued and outstanding 2,842,036<br> and 2,806,536 shares as of March 31, 2022 and<br> December 31, 2021, respectively.	285			281
Preferred Stock 0.0001<br> par value per share (“Preferred Stock”): 5,000,000<br> shares authorized as of March 31, 2022 and December 31, 2021; issued and outstanding 0<br> shares as of March 31, 2022 and December 31, 2021.	-			-
Additional paid-in capital	23,898,284			23,607,503
Foreign currency translation adjustments	(26,275	)		(26,275	)
Accumulated deficit	(18,427,977	)		(17,098,227	)
Total	5,444,317			6,483,282
Non-controlling interests	(79,920	)		(70,671	)
Total stockholders’ equity	5,364,397			6,412,611
Total liabilities and stockholders’ equity	6,619,847			7,597,279

All values are in US Dollars.

The

accompanying notes are an integral part of the condensed consolidated interim financial statements.

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SAVE

FOODS, INC.

UNAUDITED

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS

(U.S. dollars except share and per share data)

		2022			2021
	Three months ended March 31
	2022			2021
Revenues from sales of products		87,630			123,074
Cost of sales		(41,849	)		(2,933	)
Gross profit (loss)		45,781			120,141
Research and development expenses		(209,362	)		(69,791	)
Selling and marketing expenses		(178,136	)		(44,258	)
General and administrative expenses		(1,003,957	)		(252,971	)
Operating loss		(1,345,674	)		(246,879	)
Financing income (expenses), net		5,904			(247,416	)
Net loss		(1,339,770	)		(494,295	)
Less: net loss attributable to non-controlling interests		10,020			1,893
Net loss attributable to the Company’s stockholders’ equity		(1,329,750	)		(492,402	)
Loss per share (basic and diluted)		(0.47	)		(0.31	)
Basic and diluted weighted average number of shares of Common Stock outstanding		2,819,253			1,606,765

The

accompanying notes are an integral part of the condensed consolidated interim financial statements.

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SAVE

FOODS, INC.

UNAUDITED

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(U.S. dollars, except share and per share data)

	Number<br> of shares (*)			Amount		Additional paid-in capital		Foreign currency translation adjustments			Accumulated deficit			Total <br><br>Company’s stockholders’ equity			Non-<br><br>controlling interests			Total <br><br>stockholders’ deficit
	Number<br> of shares (*)		Amount		Additional<br> paid-in capital		Foreign<br> currency translation adjustments			Accumulated<br> deficit			Total<br> <br><br> Company’s stockholders’ equity			Non-<br><br> controlling interests			Total<br> <br><br> stockholders’ deficit
BALANCE AT DECEMBER 31, 2021		2,806,536		281		23,607,503		(26,275	)		(17,098,227	)		6,483,282			(70,671	)		6,412,611
Issuance of shares to employees and services providers		35,500		4		279,139		-			-			279,143			591			279,734
Share based compensation to employees and directors		-		-		11,642		-			-			11,642			180			11,822
Comprehensive loss for the<br> period		-		-		-		-			(1,329,750	)		(1,329,750	)		(10,020	)		(1,339,770	)
BALANCE AT MARCH 31, 2022		2,842,036		285		23,898,284		(26,275	)		(18,427,977	)		5,444,317			(79,920	)		5,364,397
	Number of shares		Amount		Additional paid-in capital		Accumulated other comprehensive income (loss)			Accumulated deficit			Total <br><br>Company’s stockholders’ equity			Non-<br><br>controlling interests			Total <br><br>stockholders’ deficit
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
BALANCE AT DECEMBER 31, 2020		1,606,765		161		11,867,585		(26,275	)		(12,277,647	)		(436,176	)		(29,277	)		(465,453	)
Share based compensation to employees and directors		-		-		83,605		-			-			83,605			895			84,500
Comprehensive loss for the period		-		-		-		-			(492,402	)		(492,402	)		(1,893	)		(494,295	)
BALANCE AT MARCH 31, 2021		1,606,765		161		11,951,190		(26,275	)		(12,770,049	)		(844,973	)		(30,275	)		(875,248	)

(*) See note 3(5)

The

accompanying notes are an integral part of the condensed consolidated interim financial statements.

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SAVE

FOODS, INC.

UNAUDITED

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(U.S. dollars except share and per share data)

		2022			2021
	Three<br> months ended March 31,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Loss for the period		(1,339,770	)		(494,295	)
Adjustments required to reconcile net<br> loss for the period to net cash used in operating activities:
Depreciation and amortization		7,638			4,821
Decrease in liability for employee rights upon retirement		(2,035	)		(5,635	)
Issuance of shares to employees and<br> services providers		182,094			-
Share based compensation to employees<br> and directors		11,822			84,500
Expenses on convertible loans		-			251,696
Interest expenses on loans		(174	)		-
Operating<br> lease ROU asset and liability, net		(3,779	)		(29	)
Increase in accounts receivable		(29,223	)		(10,561	)
Decrease (increase) in inventory		(3,965	)		377
Decrease (increase) in other current assets		47,863			(5,167	)
Increase in accounts payable		49,247			37,268
Increase<br> (decrease) in other accounts payable		(7,181	)		52,477
Net cash used in operating activities		(1,087,463	)		(84,548	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(17,864	)		-
Increase in funds in respect of employee rights upon retirement		1,522			4,375
Net cash provided by (used in) investing activities		(16,342	)		4,375
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible loans		-			274,000
Repayments of long-term loans from banking institutions		(2,019	)		(1,975	)
Increase in prepaid issuance expenses		-			(64,680	)
Net cash provided by (used in) financing activities		(2,019	)		207,345
Effect of exchange rate changes on cash and cash equivalents		(1,906	)		-
INCREASE (DECREASE) IN CASH , CASH EQUIVALENTS AND RESTRICTED CASH		(1,107,730	)		127,172
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF YEAR		6,807,612			242,900
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD		5,699,882			370,072
Supplementaldisclosure of cash flow information:
Noncash transactions:
Issuance of shares for future services		97,640			-
Initial recognition of operating lease right-of-use assets		56,671			-
Initial recognition of operating lease liability		56,671			-

The

accompanying notes are an integral part of the condensed consolidated interim financial statements

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SAVE

FOODS, INC.

NOTES

TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

NOTE

1 - GENERAL

Save

Foods, Inc. (the “Company”) was incorporated on April 1, 2009, under the laws of the State of Delaware. On April 27, 2009, the Company acquired from its stockholders 98.48% of the issued and outstanding shares of Save Foods Ltd., including preferred and Common Stock. Save Foods Ltd. was incorporated in 2004 and commenced its operations in 2005. Save Foods Ltd. develops, produces, and focuses on delivering innovative solutions for the food industry aimed at improving food safety and shelf life of fresh produce. The Company and Save Foods Ltd. (collectively, the “Group”).

On

May 13, 2021, the Company completed an underwritten public offering of 1,090,909

shares of its Common Stock for net proceeds of

$10,457,862 . Commencing on May 14, 2021, Company’s common stock was listed on the Nasdaq Capital under the symbol “SVFD”.

NOTE

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

Effectsof the spread of the coronavirus

The COVID-19 pandemic continues to create business and economic uncertainty and volatility in the global markets. Many countries around the world are experiencing further outbreaks of the pandemic, following which governments are once again imposing various restrictions. At the same time, there is a recovery trend in the volume of economic activity around the world that leads on one hand, to significant demand for certain products and services and on the other hand, disruptions to worldwide supply chain routes and some raw materials. The Group continues to take measures to ensure the health and safety of its employees, suppliers, other business partners and the communities in which it operates in order to ensure, among others, the operation level, the proper functioning of its facilities and to minimize the pandemic’s potential impact on its business. Manufacturing continues at the Group’s sites without interruptions. However, there is still a difficulty in assessing the future impacts of the pandemic on the Group’s operations, inter alia, in light of the uncertainty of its duration, the extent of its intensity and effects on global supply chains and global markets, and additional countermeasures that may be taken by governments and central banks.

Principlesof Consolidation

The consolidated financial statements are prepared in accordance with US GAAP. The consolidated financial statements of the Company include the Company and its majority-owned subsidiary. All inter-company balances and transactions have been eliminated.

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SAVE

FOODS, INC.

NOTES

TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continue)

Useof Estimates

The preparation of unaudited condensed consolidated interim financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions relate to share based compensation.

NOTE

3 – COMMON STOCK

1.	On<br>January 31, 2022, following the Board of Directors of Save Foods Ltd.’s appointment of Mr. Joachim Fuchs as the Chairman of the<br>Board of Directors of Save Foods Ltd, the Board of Directors of the Company (the “Board”) approved the nomination and<br>his consulting agreement. Based on the consulting agreement Mr. Joachim Fuchs is entitled to a monthly fee of NIS5,000<br>(approximately $1,600)<br>and subject to the approval of the Board, 9,000<br>shares of common stock and in addition, subject<br>to the terms of the equity incentive plan to be adopted by the Company, options to purchase 1.5% of the Company’s’ outstanding<br>capital stock of which (1) 0.5% of such options shall have an exercise price of $1 and shall be vested in 4 equal quarters during the<br>12 months period commencing the Effective Date (January 1, 2022), (2) 0.5% of such options shall have an exercise price of $1.25 and<br>shall be vested in 4 equal quarters during the 12 months period following the 12 month anniversary of the Effective Date, (3) 0.5% of<br>such options shall have an exercise price of $1.5 and shall be vested in 4 equal quarters during the 12 months period following the 24<br>month anniversary of the Effective Date. On March 24, 2022 the Company issued to Mr. Joachim Fuchs 9,000<br>shares of common stock. The Company<br>determined the value of the shares at $38,790.
2.	On<br> February 1, 2022, the Company entered into a Letter Agreement with a consultant according to which the Consultant will provide<br> the Company with public relations, branding and other services as detailed in the Letter Agreement. As consideration for the services,<br> the Company will issue the Consultant, a warrant to purchase up to an aggregate of 77,400<br> shares of Common Stock of the Company, at<br> an exercise price of $0.05<br> each (the “February 2022 Warrant”).<br> The February 2022 Warrant will be issuable in five equal tranches, 15,480<br> warrant shares upon signing of the agreement<br> or the approval of the agreement by the Board, whichever is later and four additional quarterly installments ending in February<br> 2023. In<br> addition, the Company has provided the Consultant anti-dilution rights if at any time after both the (a) the approval of the agreement<br> and (b) the Company having exceeded 3,000,000 shares of common stock. In such event the Consultant shall receive for no consideration<br> additional securities necessary to maintain a fully-diluted ownership percentage (as defined in the Letter Agreement).<br> In addition, the consultant is entitled to convert the<br> February 2022 Warrant into cash, except for the portion of the February 2022 Warrant issuable upon signing of the<br> agreement, upon providing the Company with advance notice of at least 45 days prior to each exercise date, an amount not to exceed<br> 33% of the Warrant Shares due to vest, based on the share price of the Company less the exercise price, with a maximum cash conversion<br> amount of $20,000<br> for each tranche.

On January 31, 2022, following the Board of Directors of Save Foods Ltd.’s appointment of Mr. Joachim Fuchs as the Chairman of the Board of Directors of Save Foods Ltd, the Board of Directors of the Company (the “Board”) approved the nomination and his consulting agreement. Based on the consulting agreement Mr. Joachim Fuchs is entitled to a monthly fee of NIS5,000 (approximately $1,600) and subject to the approval of the Board, 9,000 shares of common stock and in addition, subject to the terms of the equity incentive plan to be adopted by the Company, options to purchase 1.5% of the Company’s’ outstanding capital stock of which (1) 0.5% of such options shall have an exercise price of $1 and shall be vested in 4 equal quarters during the 12 months period commencing the Effective Date (January 1, 2022), (2) 0.5% of such options shall have an exercise price of $1.25 and shall be vested in 4 equal quarters during the 12 months period following the 12 month anniversary of the Effective Date, (3) 0.5% of such options shall have an exercise price of $1.5 and shall be vested in 4 equal quarters during the 12 months period following the 24 month anniversary of the Effective Date. On March 24, 2022 the Company issued to Mr. Joachim Fuchs 9,000 shares of common stock. The Company determined the value of the shares at $38,790.

On February 1, 2022, the Company entered into a Letter Agreement with a consultant according to which the Consultant will provide the Company with public relations, branding and other services as detailed in the Letter Agreement. As consideration for the services, the Company will issue the Consultant, a warrant to purchase up to an aggregate of 77,400 shares of Common Stock of the Company, at an exercise price of $0.05 each (the “February 2022 Warrant”). The February 2022 Warrant will be issuable in five equal tranches, 15,480 warrant shares upon signing of the agreement or the approval of the agreement by the Board, whichever is later and four additional quarterly installments ending in February 2023. In addition, the Company has provided the Consultant anti-dilution rights if at any time after both the (a) the approval of the agreement and (b) the Company having exceeded 3,000,000 shares of common stock. In such event the Consultant shall receive for no consideration additional securities necessary to maintain a fully-diluted ownership percentage (as defined in the Letter Agreement). In addition, the consultant is entitled to convert the February 2022 Warrant into cash, except for the portion of the February 2022 Warrant issuable upon signing of the agreement, upon providing the Company with advance notice of at least 45 days prior to each exercise date, an amount not to exceed 33% of the Warrant Shares due to vest, based on the share price of the Company less the exercise price, with a maximum cash conversion amount of $20,000 for each tranche.

The

Company determined the value of the cash liability at $13,333 which was recorded as general and administrative expenses in the period of three months ended March 31, 2022.

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SAVE

FOODS, INC.

NOTES

TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

NOTE 3 – COMMON STOCK (continue)

The

fair value of the February 2022 Warrant was determined based on the Company’s share price as of the date of the agreement using the Black-Scholes pricing model, assuming a risk-free rate of 1.35 %, a volatility factor of 78%, dividend yields of 0

%

and an expected life of 0.75

years and was calculated at $332,859

and net of the cash liability at $319,526

During

the three months ended March 31, 2022, the Company recorded $42,143 as share based compensation expenses in respect of the above agreement.

3.	On<br> March 10, 2022, the Company entered into an Investor Relations Agreement (the “March IR Agreement”) with a consultant<br> for a period of 12 months. According to the March IR Agreement, the Company will pay the Consultant for his services a<br> monthly fee of $11,000<br> and in addition, 14,000<br> shares of Common Stock of the Company, upon<br> execution of the March IR Agreement. The shares were issued on March 10, 2022. The Company determined the value of the shares<br> at $103,600.<br> During the period of three months ended March 31, 2022, the Company recorded share based compensation expenses of $5,961<br> and the remaining was recorded as prepaid<br> expenses under other current assets.
4.	On<br> January 27, 2022, the Company issued 12,500 shares under its October 1, 2021, consulting agreement. During the three months ended<br> March 31, 2022, the Company recorded share based compensation expenses of $95,200 in respect of the above agreement.
5.	On<br> February 23, 2021, the Company amended its Certificate of Incorporation to effect a 7<br> to 1 reverse stock split of the Company’s<br> outstanding Common Stock. All share, stock option and per share information in these consolidated financial statements have been<br> presented to reflect the stock split.

On March 10, 2022, the Company entered into an Investor Relations Agreement (the “March IR Agreement”) with a consultant for a period of 12 months. According to the March IR Agreement, the Company will pay the Consultant for his services a monthly fee of $11,000 and in addition, 14,000 shares of Common Stock of the Company, upon execution of the March IR Agreement. The shares were issued on March 10, 2022. The Company determined the value of the shares at $103,600. During the period of three months ended March 31, 2022, the Company recorded share based compensation expenses of $5,961 and the remaining was recorded as prepaid expenses under other current assets.

On January 27, 2022, the Company issued 12,500 shares under its October 1, 2021, consulting agreement. During the three months ended March 31, 2022, the Company recorded share based compensation expenses of $95,200 in respect of the above agreement.

On February 23, 2021, the Company amended its Certificate of Incorporation to effect a 7 to 1 reverse stock split of the Company’s outstanding Common Stock. All share, stock option and per share information in these consolidated financial statements have been presented to reflect the stock split.

NOTE

4 – STOCK OPTIONS

The following table presents the Company’s stock option activity for employees and directors of the Company for the three months ended March 31, 2022:

SCHEDULE

OF STOCK OPTION ACTIVITY


Outstanding at December 31, 2021	192,576	3.38
Granted	-	-
Exercised	-	-
Forfeited or expired	-	-
Outstanding at March 31,2022	192,576	3.38
Number of options exercisable at March 31, 2022	183,385	3.38

The

aggregate intrinsic value of the awards outstanding as of March 31, 2022 is $455,696. These amounts represent the total intrinsic value, based on the Company’s stock price of $5.75 as of March 31, 2022, less the weighted exercise price. This represents the potential amount received by the option holders had all option holders exercised their options as of that date.

Costs

incurred in respect of stock-based compensation for employees and directors, for the three months ended March 31, 2022 and 2021 were $11,822 and $84,500, respectively

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SAVE

FOODS, INC.

NOTES

TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

NOTE

5 – RELATED PARTIES

A.Transactions and balances with related parties

SCHEDULE

OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES

		2022		2021
	Three months ended March 31,
	2022		2021
General and administrative expenses:
Directors compensation		60,533		63,402
Salaries and fees to officers		173,779		106,161
General<br> and administrative expenses net		(*) 234,312		(*) 169,563
(*) of which share based compensation		7,925		57,440
Research and development expenses:
Salaries and fees to officers		(*) 49,063		-
(*) of which share based compensation		1,949		-
Cost of sales:
Salaries and fees to officers		(*) 17,012		-
(*) of which share based compensation		1,169		-
Selling and marketing expenses:
Salaries and fees to officers		(*) 76,833		-
(*) of which share based compensation		779		-

B.Balances with related parties and officers:

Other current assets	8,308	-
Other accounts payables	118,362	485,611

C.Other information:

On June 23, 2021 the Board of Directors of the Company approved the compensation of its Chief Financial Officer (“CFO”), according to which the CFO shall be entitled to a monthly fee of $8,000 and reimbursement of expenses of $500 per month. In addition, the CFO shall receive a one-time grant of options to purchase shares of the Company representing 1.5% of the Company’s outstanding share capital as of the date of the approval. The terms of the grant have not yet been determined. On November 14, 2021, the Board of Directors of the Company approved the increase of the CFO’s monthly fee to $11,500, effective October 1, 2021. On January 16, 2022, the outgoing Chief Financial Officer of the Company, Ms. Vered Raz-Avayo, tendered her resignation to the Board in connection with her role as the Company’s Chief Financial Officer, which resignation will enter into effect on January 31, 2022. Ms. Raz-Avayo’s resignation was due to personal reasons and there were no disagreements between her and the Company or the Board.

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SAVE

FOODS, INC.

NOTES

TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

NOTE5 – RELATED PARTIES (continue)

On January 18, 2022, the Board resolved to appoint Mr. Omri Kanterovich, the Company’s then financial controller, as the Company’s interim Chief Financial Officer, VP of Finance, Treasurer and Secretary, which appointments entered into effect on January 31, 2022. In connection with Mr. Kanterovich’s new positions with the Company, the Board resolved to increase his monthly base salary from NIS 18,000 (approximately $5,800) to NIS 25,000 (approximately $8,000). No additional changes were made to Mr. Kanterovich’s compensation. On April 18, 2022, Mr. Omri Kanterovich tendered his resignation as the Interim Chief Financial Officer, VP of Finance, Treasurer and Secretary of the Company (see also note 7 below).

NOTE

6 – GEOGRAPHIC AREAS AND MAJOR CUSTOMERS

A.Information on sales by geographic distribution:

The Company has one operating segment. Sales are attributed to geographic distribution based on the location of the customer.

SCHEDULE

OF INFORMATION ON SALES BY GEOGRAPHIC DISTRIBUTION

		2022		2021
	Three months ended March 31,
	2022		2021
Israel		11,213		-
United States		35,948		84,674
Central-South America		40,469		38,400
Revenues<br> from sales of products		87,630		123,074

B.Sales to single customers exceeding 10% of sales (US$):

SCHEDULE

OF SALES TO CUSTOMERS

		2022		2021
	Three months ended March 31,
	2022		2021
Customer A		40,469		38,400
Customer B		35,948		84,674
Customer C		11,213		-
Revenues<br> from sales of products		87,630		123,074

C.Information on Long-Lived Assets - Property, Plant and Equipment and ROU assets by geographic areas:

The following table presents the locations of the Company’s long-lived assets as of March 31, 2022 and 2021:

SCHEDULE

OF INFORMATION ON LONG LIVED ASSETS

		2022		2021
	As of March 31,
	2022		2021
Israel		249,306		61,004
United States		30,107		-
Property,<br> Plant and Equipment and ROU assets		279,413		61,004

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SAVE

FOODS, INC.

NOTES

TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

NOTE

7 – SUBSEQUENT EVENTS

On April 1, 2022, the Company entered into an Investor Relations Agreement (the “April IR Agreement”) with a Consultant for a period of 90 days. According to the April IR Agreement, the Company will pay the Consultant for his services a monthly fee of $15,000 and in addition, 12,000 shares of Common Stock of the Company, upon execution of the April IR Agreement. The shares were issued on May 2, 2022.

In

addition, the Company will issue warrants to purchase 60,000

shares of Common Stock of the Company, of which

(a) 20,000

warrants shall vest upon the lapse of

12 months with an exercise price of $8.00 , (b)

20,000 warrants shall vest upon the lapse

of 18 months with an exercise price of $9.50

,

and (c) 20,000 warrants shall vest upon the lapse of 24 months with an exercise price of $11.

2.	On<br> April 17, 2022, the Board resolved to appoint Ms. Lital Barda, the Company’s current financial controller, as the Company’s<br> CFO, Treasurer and Secretary, which appointment entered into effect on April 18, 2022. In connection with Ms. Barda’s<br> appointment as the Company’s CFO, Treasurer and Secretary, the Board resolved to approve the following terms of compensation,<br> effective immediately upon the effectiveness of Ms. Barda’s appointment: (a) a monthly base salary of NIS 25,000<br> and (b) a grant of options to purchase<br> such number of shares of the Company’s common stock, par value $0.0001<br> per share, as shall be agreed upon between<br> Ms. Barda and the Board on a future date, and which shall be in accordance with the terms of the Company’s future equity incentive<br> plan.
3.	On<br> May 2, 2022, the Company issued 600<br> shares to a consultant under its June<br> 15, 2021 consulting agreement. In addition, on May 2, 2022, the Company issued 12,500<br> shares to a consultant under its October<br> 1, 2021 consulting agreement (see also note 3 above).

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Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Readersare advised to review the following discussion and analysis of our financial condition and results of operations together with our condensedconsolidated interim financial statements (unaudited) and related notes thereto included elsewhere in this Quarterly Report on Form 10-Qand the consolidated financial statements and related notes thereto in our 2021 Annual Report. Some of the information contained in thisdiscussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategyfor our business, includes forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-LookingStatements”. You should review the “Risk Factors” section of our 2021 Annual Report for a discussion of important factorsthat could cause actual results to differ materially from the results described in or implied by the forward-looking statements containedin the following discussion and analysis. Furthermore, certain disclosures and references made herein apply to Save Foods Ltd., the subsidiaryof Save Foods, Inc. The primary business activities and operations discussed herein are performed by Save Foods Ltd., whereas Save Foods,Inc. operates as a holding company and is the Registrant for purposes of this Quarterly Report on Form 10-Q.

We develop eco-friendly “green” solutions for the food industry. Our solutions are developed to improve the food safety and shelf life of fresh produce. We do this by controlling human and plant pathogens, thereby reducing spoilage, and in turn, reducing food loss.

Our products are based on a proprietary blend of food acids which have a synergistic effect when combined with certain types of oxidizing agent-based sanitizers and fungicides at low concentrations. Our green products are capable of cleaning, sanitizing and controlling pathogens on fresh produce with the goal of making them safer for human consumption and extending their shelf life by reducing their decay. One of the main advantages of our products is that our active ingredients do not leave any toxicological residues on the fresh produce we treat. In contrary, by forming a temporary protective shield around the fresh produce we treat, our products make it difficult for pathogens to develop and potentially provide protection which also reduces cross-contamination.

Our Common Stock is listed on the Nasdaq Capital Market under the symbol “SVFD.”

Resultsof Operations

Componentsof Results of Operation

Revenuesand Cost of Revenues

Our total revenue consists of products and our cost of revenues consists of cost of products.

The following table discloses the breakdown of revenues and costs of revenues:

	Three Months Ended March 31
	2022			2021
Revenues from sale of products	$	87,630		$	123,074
Cost of sales		(41,849	)		(2,933	)
Gross profit	$	(45,781	)	$	120,141

OperatingExpenses

Our operating expenses consist of three components — research and development expenses, selling and marketing expenses and general and administrative expenses.

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Researchand Development Expenses

Our research and development expenses consist primarily of salaries and related personnel expenses, laboratory and field tests, professional fees and other related research and development expenses.

	Three Months Ended March 31
	2022		2021
Salaries and related expenses	$	114,815	$	2,086
Share based compensation		1,948		17,916
Professional fees		24,302		31,014
Laboratory and field tests		40,995		6,261
Depreciation		17,790		6,766
Other expenses		9,512		5,748
Total	$	209,362	$	69,791

We expect that our research and development expenses will increase as we continue to develop our products and services, field trials and recruit additional research and development employees.

Sellingand Marketing Expenses

Selling and marketing expenses consist primarily of salaries and related expenses, professional fees and other expenses.

	Three Months Ended March 31
	2022		2021
Salaries and related expenses	$	82,260	$	778
Share based compensation		779		462
Professional fees		55,621		-
Commissions		5,466		4,800
Transport and storage		7,818		5,313
Other expenses		26,192		32,905
Total	$	178,136	$	44,258

We expect that our selling and marketing expenses will increase as we continue to increase our selling and marketing efforts including commercial validation pilots and recruit additional employees or contractor to support our selling and marketing efforts in our targeted geographical areas.

Generaland Administrative Expenses

General and administrative expenses consist primarily of professional services, share based compensation, insurance and other non-personnel related expenses.

	Three Months Ended March 31
	2022		2021
Professional services	$	552,696	$	163,954
Share based compensation		190,019		65,429
Salaries and related expenses		90,779		-
Insurance		135,875		18,908
Other expenses		34,588		4,680
Total	$	1,003,957	$	252,971

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Threemonths ended March 31, 2022 compared to three months ended March 31, 2021

Revenues.

Revenues for the three months ended March 31, 2022 were $87,630, compared to $123,074 during the three months ended March 31, 2021. The decrease is mainly a result of a decrease in sales due to weather conditions which caused a reduction in citrus production.

We do not have backlogs or firm commitments from our customers for our products. Our sales might deteriorate if we fail to achieve commercial success or obtain regulatory approval of any of our products.

Costof Sales

Cost of sales consists primarily of salaries, materials, transportation and overhead costs of manufacturing our products. Cost of sales for the three months ended March 31, 2022 were $41,849, compared to $2,933 for the three months ended March 31, 2021. The increase is mainly a result of the increase in salaries and related expenses.

GrossProfit

Gross profit for the three months ended March 31, 2022 was $45,781, compared to a gross profit of $120,141 for the three months ended March 31, 2021. The decrease is mainly a result of the decrease in revenues and increase in cost of sales, as detailed above.

Researchand Development

Research and development expenses consist of salaries and related expenses, share base compensation, consulting fees, related materials and overhead expenses. Research and development expenses for the three months ended March 31, 2022 were $209,362, an increase of $139,571, or 200%, compared to total research and development expenses of $69,791 for the three months ended March 31, 2021. The increase is mainly attributable to an increase in salaries and related expenses and field tests, offset by a decrease in professional fees and share based compensation expenses.

Sellingand Marketing Expenses

Selling and marketing expenses consist primarily of salaries and related expenses for selling and marketing personnel, travel related expenses and services providers and commissions. Selling and marketing expenses for the three months ended March 31, 2022 were $178,136, an increase of $133,878, or 302%, compared to total selling and marketing expenses of $44,258 for the three months ended March 31, 2021. The increase is mainly attributable to the increase in salaries and related costs and professional services.

Generaland Administrative Expenses

General and administrative expenses consist primarily of salaries and related expenses including share based compensation and other professional services as well as other non-personnel related expenses such as legal expenses and directors and insurance costs. General and administrative expenses for the three months ended March 31, 2022 were $1,003,957, an increase of $750,986, or 297%, compared to total general and administrative expenses of $252,971 for the three months ended March 31, 2021. The increase is mainly a result of the increase in salaries and related costs, professional services, insurance costs, and share-based compensation to our service providers.

FinancingIncome (Expenses), Net

Financing income, net, for the three months ended March 31, 2022 were $5,904, an increase of $253,320, or 102%, compared to total financing expenses of $247,416 for the three months ended March 31, 2021. The increase is mainly a result of decrease in interest and amortization expenses and fair value of our convertible loans related to convertible notes which converted in 2021.

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TotalComprehensive Loss

As a result of the foregoing, our total comprehensive loss for the three months ended March 31, 2022 was $1,339,770, compared to $494,295 for the three months ended March 31, 2021, an increase of $845,475, or 171%. The increase is mainly a result of the increase in research and development expenses, selling and marketing expenses and in general and administrative expenses.

Liquidityand Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures. Since our inception through March 31, 2022, we have funded our operations, principally with approximately $16 million (net of issuance expenses), from the issuance of shares of our Common Stock, options and loans.

On May 13, 2021, we completed an underwritten public offering of 1,090,909 shares of Common Stock at a price to the public of $11.00 per share. The gross proceeds we received from this offering were $12,000,000 (net proceeds of $10,457,862) (the “Underwritten Offering”).

The table below presents our cash flows for the periods indicated:

	Three Months Ended March 31
	2022			2021
Net cash used in operating activities	$	(1,087,463	)	$	(84,548	)
Net cash provided by (used in) investing activities		(16,342	)		4,375
Net cash provided by (used in) financing activities		(2,019	)		207,345
Increase (decrease) in cash and cash equivalents	$	(1,107,730	)	$	127,172

As of March 31, 2022, we had cash and cash equivalents of $5,644,466, as compared to $370,072 as of March 31, 2021. As of March 31, 2022, we had a working capital of $5,215,677, as compared to a negative working capital of $202,401 as of March 31, 2021. The increase in our cash balance is mainly attributable to the Underwritten Offering offset by our cash used in operations.

OperatingActivities

Net cash used in operating activities was $1,087,463 for the three months ended March 31, 2022, as compared to $84,548 for the three months ended March 31, 2021. The increase is mainly attributable to our net loss of $1,339,770, partially offset by increases in share based compensation and accounts payable and decrease in other current assets.

InvestingActivities

Net cash used in investing activities was $16,342 for the three months ended March 31, 2022, as compared to net cash provided by investing activities of $4,375 for the three months ended March 31, 2021. The decrease is mainly attributable to the increase in purchase of property and equipment offset by decrease in funds in respect of employee rights upon retirement.

FinancingActivities

Net cash used in financing activities was $2,019 for the three months ended March 31, 2022, as compared to net cash provided by financing activities of $207,345 for the three months ended March 31, 2021. The decrease is mainly the result of decrease in proceeds from convertible loans.

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FinancialArrangements

During January 2021, we entered into a series of convertible loan agreements with an aggregate principal amount of $274,000 that each bear interest at a rate of 5% per annum.

On May 11, 2021 and May 12, 2021, we issued an aggregate of 66,877 shares of Common Stock following the conversion of convertible promissory notes in the aggregate principal amount of $499,000 and of aggregated accrued interest amount of $11,211, at a conversion price of $7.63 per share.

On May 18, 2021, we closed the Underwritten Offering pursuant to which we issued a total of 1,090,909 shares of our Common Stock at a purchase price of $11.00 per share. In connection with the Underwritten Offering, we agreed to grant ThinkEquity, a division of Fordham Financial Management, Inc. (the “Underwriter”), a 45-day option to purchase up to 163,636 additional shares of Common Stock at the public offering price of $11.00 per share, less the underwriting discounts and commissions solely to cover over-allotments, and to issue the Underwriter a five-year warrant to purchase up to 54,545 shares of Common Stock, at a per share exercise price equal to 125% of the Underwritten Offering price per share of Common Stock. The gross proceeds from the Underwritten Offering were approximately $12,000,000.

Changesto Critical Accounting Policies and Estimates

Our critical accounting policies and estimates are set forth in our 2021 Annual Report.

ITEM

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company, we are not required to provide the information required by this Item.

Item4. Controls and Procedures.

Evaluationof Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2022. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2022, our disclosure controls and procedures were effective.

Changesin Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting or in other factors identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the period covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART

II – OTHER INFORMATION

ITEM

1A. RISK FACTORS.

Our business faces many risks, a number of which are described under the caption “Risk Factors” in our 2021 Annual Report. Other than as set forth below, there have been no material changes from the risk factors previously disclosed in our 2021 Annual Report. The risks described in our 2021 Annual Report and below may not be the only risks we face. Other risks of which we are not yet aware, or that we currently believe are not material, may also materially and adversely impact our business operations or financial results. If any of the events or circumstances described in the risk factors contained in our 2021 Annual Report or described below occurs, our business, financial condition or results of operations could be adversely impacted and the value of an investment in our securities could decline. Investors and prospective investors should consider the risks described in our 2021 Annual Report and below, and the information contained under the caption “Forward-Looking Statements” and elsewhere in this Quarterly Report on Form 10-Q before deciding whether to invest in our securities.

ITEM

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Except as set forth below, there were no sales of equity securities sold during the period covered by this Quarterly Report on Form 10-Q that were not registered under the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the Company.

On January 27, 2022, the Company issued 12,500 shares of Common Stock under the October 1, 2021 consulting agreement.

On March 10, 2022, the Company issued 14,000 shares of Common Stock under the March 10, 2022 investor relations agreement.

On March 24, 2022, the Company issued to Mr. Joachim Fuchs, a director of Save Foods Ltd., 9,000 shares Common Stock.

The foregoing shares were issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder for transactions not involving a public offering.

ITEM

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM

MINE SAFETY DISCLOSURE

Not applicable.

ITEM

OTHER INFORMATION

None.

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ITEM

EXHIBITS.

(a) The following documents are filed as exhibits to this Quarterly Report or incorporated by reference herein.

Exhibit
Number	Description
31.1*	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
31.2*	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
32.1**	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	Inline<br> XBRL Instance Document
101.INS*	Inline<br> XBRL Taxonomy Extension Schema Document
101.CAL*	Inline<br> XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline<br> XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline<br> XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline<br> XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover<br> Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
*	Filed<br> herewith.
---	---
**	Furnished<br> herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:<br> May 16, 2022	SAVE FOODS INC.
	By:	/s/ David Palach
	Name:	David<br> Palach
	Title:	Chief<br> Executive Officer
		Save<br> Foods, Inc.
By:	/s/ Lital Barda
---	---
Name:	Lital<br> Barda
Title:	Chief<br> Financial Officer
	Save<br> Foods, Inc.

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Exhibit31.1

Certificationof Chief Executive Officer

Pursuantto Rule 13a-14(a)

I, David Palach, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of SAVE FOODS, INC.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:<br> May 16, 2022
/s/ David Palach
David<br> Palach

Chief Executive Officer

Exhibit31.2

Certificationof Chief Financial Officer

Pursuantto Rule 13a-14(a)

I, Lital Barda, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of SAVE FOODS, INC.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 16, 2022

/s/ Lital Barda
Lital<br> Barda

Chief Financial Officer

Exhibit32.1

SAVEFOODS, INC.

CERTIFICATIONPURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of SAVE FOODS, INC. (the “Company”) on Form 10-Q for the period ended March 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Palach, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, that to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ David Palach
David<br> Palach

Chief Executive Officer

May 16, 2022

Exhibit32.2

SAVEFOODS, INC.

CERTIFICATIONPURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of SAVE FOODS, INC. (the “Company”) on Form 10-Q for the period ended March 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lital Barda, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, that to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Lital Barda
Lital<br> Barda
Chief<br> Financial Officer

May 16, 2022