8-K
Nexentis Technologies Inc. (NXTS)
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
Dateof Report (Date of earliest event reported): July 28, 2023 (July 24, 2023)
SaveFoods, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40403 | 26-4684680 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| HaPardes 134 (Meshek Sander)<br><br> <br>Neve Yarak, Israel | 4994500 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> Stock, par value $0.0001 per share | SVFD | The<br> 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. ☐
Item1.01 Entry into a Material Definitive Agreement.
As previously reported on Form 8-K as filed with the Securities and Exchange Commission on July 12, 2023, 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 majority-owned by the Company, Yaaran Investments Ltd., an Israeli company (“Yaaran”), and NewCo, a yet-to-be formed Israeli company (“NewCo”, and together, the “Parties”). The Agreement contemplated that at Closing (as defined in the Agreement), the Company shall issue to Yaaran a number of shares of its common stock, $0.0001 par value per share (the “Common Stock”) that is equal to 19.99% of its issued and outstanding capital stock as of immediately prior to the Closing (the “Save Foods Exchange Shares”), in consideration for the issuance by NewCo to Save Foods Ltd. a number of shares representing 60% of NewCo’s share capital on a fully diluted pre-Closing basis (“NewCo Exchange Shares”). 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 Parties are currently taking steps to form NewCo with the required regulatory entities in the State of Israel and anticipate such formation will occur in the near term. As a result of the foregoing, on July 24, 2023, the Parties entered into and executed an amendment to the Agreement whereby the Parties mutually agreed to delay certain closing deliverables set forth in the Agreement (the “Amendment”) but agreed to proceed with the issuance of the Save Foods Exchange Shares to Yaaran at the Closing, notwithstanding that NewCo has not been formed yet. On July 27, 2023, the Parties closed the transactions set forth in the Agreement, as amended by the Amendment. Upon the Closing, Save Foods issued 1,561,051 Save Foods Exchange Shares to Yaaran, which amount represented 19.99% of Save Foods’ outstanding capital stock as of immediately prior to the Closing (and 16.66% of Save Foods’ outstanding capital stock as of immediately following the Closing), and in exchange thereof, upon the formation of NewCo, Save Foods shall be issued 4,200,000 ordinary shares of NewCo.
The Agreement and Amendment are filed as Exhibits 1.1 and 1.2 hereto, respectively, and each is incorporated herein by reference. The foregoing descriptions of the terms of the Agreement and the Amendment are qualified in their entirety by reference to such exhibits.
Item3.02 Unregistered Sales of Securities Convertible or Exercisable into Equity Securities
Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.
The issuance of the Save Foods Exchange Shares is exempt from registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation S promulgated thereunder as a transaction by an issuer not involving any public offering.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit Description |
|---|---|
| 10.1 | Stock Exchange Agreement, by and among Save Foods, Inc., Save Foods Ltd., Yaaran Investments Ltd., and NewCo, Ltd. dated July 11, 2023 (incorporated by reference to Exhibit 1.1 of Form 8-K filed by Save Foods with the Securities and Exchange Commission on July 12, 2023) |
| 10.2* | Amendment, by and among Save Foods, Inc., Save Foods Ltd., Yaaran Investments Ltd., and NewCo, Ltd. dated July 24, 2023 |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Save Foods, Inc. | ||
|---|---|---|
| Date:<br> July 28, 2023 | By: | /s/ David Palach |
| Name: | David<br> Palach | |
| Title: | Chief<br> Executive Officer |
Exhibit 10.2
FIRST AMENDMENT TO THE
STOCK EXCHANGE AGREEMENT
THIS FIRST AMENDMENT TO THE STOCK EXCHANGE AGREEMENT by and among Yaaran Investments Ltd., a company organized under the laws of the State of Israel (“Yaaran”), Save Foods Ltd. and Save Foods, Inc. (together “Save Foods”) and NewCo Ltd. (or such future name as shall be determined between the Parties upon the incorporation of NewCo or as shall be approved by the Israeli Registrar of Companies), in accordance with the terms of this Agreement and the Contract, as defined herein), a private company to be incorporated under the laws of the State of Israel by Yaaran (the “NewCo” and “Amendment”, respectively), is made as of July 24, 2023, which are parties to that certain Stock Exchange Agreement, dated July 11, 2023 (the “Agreement”).
WHEREAS, capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Agreement;
WHEREAS, the Parties executing this Amendment constitute the required signatories to amend Agreement in accordance with Section 8.3 thereof, and accordingly, now desire to amend the Agreement as set forth herein.
NOW,THEREFORE, the Parties agree to amend the Agreement as follows:
- Amendment of Section 2.1. The Agreement is hereby amended by replacing Section 2.1 with the following:
“2.1 Delivery by NewCo. At the Closing (except for sub-sections 2.1(d) and (e), which shall be delivered on such date mutually agreed upon between the Parties following the Closing), NewCo shall deliver to Save Foods:”.
2. Amendment of Section 2.3. The Agreement is hereby amended by replacing Section 2.3 with the following:
“2.3 Delivery by Save Foods. At the Closing (except for sub-section 2.3(d), which shall be delivered on such date mutually agreed upon between the Parties following the Closing), Save Foods shall deliver to Yaaran and NewCo (as applicable):”.
- Amendment of Section 3.1. The Agreement is hereby amended by replacing Section 3.1 with the following:
“3.1 Conditions of Newco’s and Yaaran’s Obligations at Closing. The obligations of NewCo and of Yaaran to effect the Closing (except for sub-section 3.1(b) (to the extent deferred pursuant to Section 2 in this Amendment herein) and (c), which shall be delivered on such date mutually agreed upon between the Parties following the Closing) are subject to the following conditions being met”.
- Amendment of Section 3.2. The Agreement is hereby amended by replacing Section 3.2 with the following:
“3.2 Conditions of Save Foods’ Obligations at Closing. The obligations of Save Foods to effect the Closing (except for sub-section 3.2(c) (to the extent deferred pursuant to Section 2 in this Amendment herein) and (d), which shall be delivered on such date mutually agreed upon between the Parties following the Closing) are subject to the following conditions being met”
- No Other Amendments. Except as specifically amended hereby, the Agreement is unaltered, un-amended, and remains in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties have executed this First Amendment to the Agreement as of the date first written above.
| SAVE FOODS, INC. | |
|---|---|
| By: | /s/ David Palach |
| Name: | David Palach |
| Title: | Chief Executive Officer |
| SAVE FOODS LTD. | |
| By: | /s/ David Palach |
| Name: | David Palach |
| Title: | Director |
| NEWCO LTD. | |
| By: | /s/ Shmuel Yannay |
| Name: | Shmuel Yannay |
| Title: | Incoming CEO |
| YAARAN INVESTMENTS LTD. | |
| By: | /s/ Shmuel Yannay |
| Name: | Shmuel Yannay |
| Title: | Owner |
[SignaturePage to Amendment No. 1 to the Agreement]