Nexentis Technologies Inc 10-Q for FY2023 Q3
Nexentis Technologies Inc. (NXTS)
About this 10-Q
Nexentis Technologies Inc filed this 10-Q on November 14, 2023, covering the quarter ended September 30, 2023 (FY2023 Q3).
Headline figures
Quarter ended September 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $2.37M
- compared with a net loss of $1.76M a year earlier
- Diluted EPS
- -$1.78
- compared with -$3.15 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For
the quarterly period ended
For the transition period from __________ to ____________
Commission
File No.
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
| (Registrant’s telephone number, including area code) |
(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 | ||
| The
|
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.
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).
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 accelerated filer | ☐ | Accelerated filer |
| ☒ | Smaller reporting company | ||
| 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.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
As of November 14, 2023, the registrant had 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
| 2 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information set forth in this Quarterly Report on Form 10-Q (the “Quarterly Report”) 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 (set forth in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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 customers require that our products undergo a lengthy pilot period without any assurance of sales; |
| ● | our history of operating losses and expectation to incur additional losses in the future; |
| ● | we need to raise additional capital or sell more of our products to continue as a going concern; |
| ● | our ability to raise additional capital to meet our liquidity needs; |
| ● | because of our limited operating history, we may not be able to successfully operate our business or execute our business plan; |
| ● | our products and technology requiring additional trials, which could prolong sales cycle; |
| ● | commercial success of our new generation products, as well as any future products, depends upon the degree of market acceptance by the packing house community as well as by other prospect markets and industries; |
| ● | our ability to comply with the continued listing standards of the Nasdaq Capital Market; |
| ● | sales of our products; |
| ● | the size and growth of our product market; |
| ● | our ability to obtain market acceptance of our environmentally friendly solutions for fruits and vegetables; |
| ● | our inability to respond effectively to technological changes in our industry, which could reduce the demand for our products; |
| ● | our ability to achieve regulatory approvals and registration in the United States, Mexico, Israel, Spain, Italy, Chile, Colombia, Peru, and South Africa, which might take longer than expected; |
| ● | significant competition from other companies looking to develop or acquire new alternative environmentally friendly solutions for the treatment of fruits and vegetables, and other edible matter; |
| ● | our reliance on a limited number of suppliers to produce certain key components of our products; |
| 3 |
| ● | our ability to establish and maintain strategic partnerships with third parties, including for the distribution of products; |
| ● | 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 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; |
| ● | conditions in Israel, including the recent attack by Hamas and other terrorist organizations from the Gaza Strip and Israel’s war against them, may adversely affect our operations and limit our ability to manage and market our products, which would lead to a decrease in revenues; |
| ● | 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. A description of these and other risks and uncertainties that could affect our business may be found in the section captioned “Risk Factors” of a registration statement on Form S-1 (File No. 333-274932) which we filed on October 11, 2023, and which was declared effective by the Securities and Exchange Commission (the “SEC”) on October 30, 2023 (the “S-1 Registration Statement”), and in our other reports filed with the SEC.
Given 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 disclaim any obligation to publicly update or revise any forward-looking statements contained herein, whether as a result of new information, future events, changed circumstances or any other reason.
Unless noted otherwise, all references to the number of shares of Common Stock, stock option and per share information in this Quarterly Report have been adjusted retroactively to reflect the Company’s 1:7 reverse stock split of its Common Stock that became effective on October 5, 2023 (the “Reverse Stock Split”).
| 4 |
PART I – FINANCIAL INFORMATION
SAVE FOODS, INC.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)
AS OF SEPTEMBER 30, 2023
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 - 21 |
| 5 |
SAVE FOODS, INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS
(U.S. dollars except share and per share data)
| September 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | ||||||||
| Restricted cash | ||||||||
| Accounts receivable, net | ||||||||
| Inventories | ||||||||
| Prepaid expenses | ||||||||
| Other current assets | ||||||||
| Total Current assets | ||||||||
| Right-of-use asset arising from operating lease | ||||||||
| Property and equipment, net | ||||||||
| Investment in nonconsolidated affiliate (Note 3) | ||||||||
| Total assets | ||||||||
| Liabilities and Shareholders’ Equity | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | ||||||||
| Other liabilities | ||||||||
| Total current liabilities | ||||||||
| Operating lease liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders’ Equity (*) | ||||||||
| Common Stock, $ par value (“Common Stock”): shares authorized as of September 30, 2023 and December 31, 2022; issued and outstanding and shares as of September 30, 2023 and December 31, 2022, respectively.(*) | ||||||||
| Preferred stock of $ par value (“Preferred Stock”): shares authorized as of September 30, 2023 and December 31, 2022; issued and outstanding shares as of September 30, 2023 and December 31, 2022.(*) | ||||||||
| Additional paid-in capital(*) | ||||||||
| Foreign currency translation adjustments(*) | ( | ) | ( | ) | ||||
| Accumulated deficit(*) | ( | ) | ( | ) | ||||
| Total Company’s stockholders’ equity(*) | ||||||||
| Non-controlling interests | ( | ) | ||||||
| Total equity | ||||||||
| Total liabilities and equity | ||||||||
| (*) |
The accompanying notes are an integral part of the condensed consolidated interim financial statements.
| 6 |
SAVE FOODS, INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS
(U.S. dollars except share and per share data)
| Nine months ended | Three months ended | |||||||||||||||
| September 30 | September 30 | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Revenues from sales of products | ||||||||||||||||
| Cost of sales | ( | ) | ( | ) | ( | ) | ||||||||||
| Gross profit (loss) | ||||||||||||||||
| Research and development expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Selling and marketing expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Financing income (expenses), net | ( | ) | ||||||||||||||
| Other income | ||||||||||||||||
| Changes in fair value of an investment in an associate measured under the fair value option | ( | ) | ( | ) | ||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Less: net loss attributable to non-controlling interests | ||||||||||||||||
| Net loss attributable to the Company’s stockholders’ equity | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss per share (basic and diluted) (*) | ) | ) | ) | ) | ||||||||||||
| Basic and diluted weighted average number of shares of Common Stock outstanding (*) | ||||||||||||||||
| (*) |
The accompanying notes are an integral part of the condensed consolidated interim financial statements.
| 7 |
SAVE FOODS, INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (*)
(U.S. dollars, except share and per share data)
| Number of shares |
Amount | Additional paid-in capital | Foreign currency translation adjustments | Accumulated deficit | Total Company’s stockholders’ equity |
Non-controlling interests | Total equity | |||||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2022 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Share based compensation to employees and directors | ||||||||||||||||||||||||||||||||
| Issuance of shares to services providers | ||||||||||||||||||||||||||||||||
| Comprehensive loss for the period | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| BALANCE AT MARCH 31, 2023 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Issuance of shares for exchange agreement | ||||||||||||||||||||||||||||||||
| Share based compensation to employees and directors | - | |||||||||||||||||||||||||||||||
| Issuance of shares to services providers | ||||||||||||||||||||||||||||||||
| Comprehensive loss for the period | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| BALANCE AT JUNE 30, 2023 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Issuance of shares for exchange agreement | ||||||||||||||||||||||||||||||||
| Share based compensation to employees and directors | - | |||||||||||||||||||||||||||||||
| Issuance of shares to services providers | ||||||||||||||||||||||||||||||||
| Issuance of shares for standby equity purchase agreement | ||||||||||||||||||||||||||||||||
| Transactions with non-controlling interests | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Comprehensive loss for the period | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| BALANCE AT SEPTEMBER 30, 2023 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Number of shares |
Amount | Additional paid-in capital | Foreign currency translation adjustments | Accumulated deficit | Total Company’s stockholders’ equity |
Non-controlling interests | Total equity | |||||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2021 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Issuance of shares to employees and services providers | ||||||||||||||||||||||||||||||||
| Share based compensation to employees and directors | - | |||||||||||||||||||||||||||||||
| Comprehensive loss for the period | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| BALANCE AT MARCH 31, 2022 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Issuance of shares to employees and services providers | * | |||||||||||||||||||||||||||||||
| Share based compensation to employees and directors | - | |||||||||||||||||||||||||||||||
| Comprehensive loss for the period | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| BALANCE AT JUNE 30, 2022 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| BALANCE | 439,898 | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Issuance of shares, net of issuance costs of $ | ||||||||||||||||||||||||||||||||
| Issuance of shares to employees and services providers | ||||||||||||||||||||||||||||||||
| Share based compensation to employees and directors | - | |||||||||||||||||||||||||||||||
| Comprehensive loss for the period | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| BALANCE AT SEPTEMBER 30, 2022 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| BALANCE | 679,687 | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| (*) |
The accompanying notes are an integral part of the condensed consolidated interim financial statements.
| 8 |
SAVE FOODS, INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
(U.S. dollars)
| Nine months ended | ||||||||
| September 30, | ||||||||
| 2023 | 2022 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Loss for the period | ( | ) | ( | ) | ||||
| Adjustments required to reconcile net loss for the period to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Decrease in liability for employee rights upon retirement, net | ( | ) | ||||||
| Issuance of shares to employees and services providers | ||||||||
| Non- cash expenses in the Yaaran purchase transaction | ||||||||
| Share based compensation to employees and directors | ||||||||
| Gain from sales of property and equipment | ( | ) | ||||||
| Loss on investment in nonconsolidated affiliate | ||||||||
| Interest expenses on loans | ( | ) | ||||||
| Exchange rate differences on operating leases | ( | ) | ( | ) | ||||
| Decrease in accounts receivable | ||||||||
| Increase in inventory | ( | ) | ( | ) | ||||
| Decrease (increase) in other current assets | ( | ) | ||||||
| Decrease in accounts payable | ( | ) | ( | ) | ||||
| Decrease in other liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Investment in nonconsolidated affiliate | ( | ) | ||||||
| Purchase of property and equipment | ( | ) | ||||||
| Proceeds from sales of property and equipment | ||||||||
| Decrease in funds in respect of employee rights upon retirement | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Repayments of long-term loans from banking institutions | ( | ) | ||||||
| Proceeds from stock issued for cash, net of issuance costs | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ) | ||||||
| DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | ( | ) | ( | ) | ||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF YEAR | ||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | ||||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Non cash transactions: | ||||||||
| Issuance of shares in exchange for investment in nonconsolidated affiliate (see Note 3) | ||||||||
| Issuance of shares for future services | ||||||||
| Initial recognition of operating lease right-of-use assets | ||||||||
| Initial recognition of operating lease liability | ||||||||
The accompanying notes are an integral part of the condensed consolidated interim financial statements.
| 9 |
SAVE FOODS, INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
NOTE 1 - GENERAL
| A. | 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 | |
| On
May 13, 2021, the Company completed an underwritten public offering of
shares of its Common Stock for net proceeds of $ | ||
| On
August 15, 2022, the Company completed an underwritten public offering of shares of its Common Stock for net proceeds of
$ | ||
| B. | Reverse stock split | |
| On
October 4, 2023, following the 2023 annual meeting of stockholders (see note 9(2) below), the
Company filed a Certificate of Amendment (the “Amendment”) to its Amended and Restated Certificate of Incorporation in
Delaware to effect a | ||
| As a result of the Reverse Stock Split, every seven shares of the Company’s outstanding Common Stock prior to the effect of that amendment were combined and reclassified into one share of the Company’s Common Stock. No fractional shares were issued in connection with or following the reverse split and the shares were rounded to the nearest whole number. The authorized capital and par value of the Common Stock remained unchanged. | ||
| All shares, stock option and per share information in these consolidated financial statements have been restated to reflect the Reverse Stock Split on a retroactive basis. | ||
| C. | Securities Exchange agreement with Plantify | |
| On March 31, 2023, the Company entered into the securities exchange agreement with Plantify Foods, Inc. (“Plantify”) - see Note 3 below for further information. | ||
| D. | Stock Exchange Agreement with Yaaran Investments |
| On
August 29, 2023, the Company closed exchange transactions (the “Exchange”), pursuant to the terms of a stock exchange
agreement, entered on July 11, 2023, as amended on July 24, 2023 and August 13, 2023, by and among the Company, Save Foods Ltd., Yaaran
Investments Ltd., an Israeli company (“Yaaran”), and a yet-to-be formed Israeli company (“NewCo”), (the
“Exchange Agreement”). The closing conditions for the consummation of the Exchange, required, among other things, the
incorporation of NewCo in the State of Israel. On August 29, 2023, NewCo was incorporated under the name of “Nitrousink,
Ltd.”, and on the same date, Nitrousink, Ltd. issued the Company
shares, representing %
of its share capital on a fully diluted pre-closing basis in exchange for
of Save Foods Inc. shares, issued to Yaaran on July 27, 2023, which amount represented |
||
| As part of the Exchange Agreement, the Company has committed to support Nitrousink’s commercialization efforts of certain technologies researched and developed (the “License”) together with the Government of Israel on behalf of the State of Israel, represented by the Head of Agricultural Research Organization and the Treasurer of A.R.O., by making available up to $1.2 million in three conditional installments. | ||
| At the Exchange date, Nitrousink was determined to be excluding substantive process as required under the definition of business in accordance with the provisions of ASC Topic 805 “Business Combination”. In addition, it was determined that the License representing IPR&D had no alternative future use and therefore the entire purchase price allocated to the acquired IPR&D was charged to expense at the acquisition date as part of “Research and Development expenses” in the accompanying consolidated statement of operations for the nine months ended September 30, 2023. | ||
| E. | Going concern uncertainty | |
| Since
inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of
$ |
||
| The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for the foreseeable future. Based on the projected cash flows and cash balances as of September 30, 2023, management currently is of the opinion that its existing cash will be sufficient to fund operations until the middle of the third quarter of 2024. As a result, there is substantial doubt regarding the Company’s ability to continue as a going concern. | ||
| Management plans to continue securing sufficient financing through the sale of additional equity securities or capital inflows from strategic partnerships. Additional funds may not be available when the Company needs them, on favorable terms, or at all. If the Company is unsuccessful in securing sufficient financing, it may need to cease operations (See also note 9(1)). | ||
| The financial statements do not include adjustments for measurement or presentation of assets and liabilities, which may be required should the Company fail to operate as a going concern. |
| 10 |
SAVE FOODS, INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Basis of presentation
The condensed interim consolidated financial statements included in this quarterly report are unaudited. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for a fair statement of the Company’s financial position as of September 30, 2023, and its results of operations for the three and nine months ended September 30, 2023, and 2022, changes in stockholders’ equity for the three and nine months ended September 30, 2023 and 2022, and cash flows for the nine months ended September 30, 2023 and 2022. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any other future annual or interim period. These financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC. The Company’s significant accounting policies are disclosed in the audited financial statements for the year ended December 31, 2022 included in such Form 10-K. Since the date of such financial statements, there have been no changes to the Company’s significant accounting policies except for the accounting policies investment in non-consolidated affiliate and for the issuance of shares in connection with the Exchange Agreement as discussed below.
Principles of Consolidation
The consolidated financial statements are prepared in accordance with U.S. 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.
Use of 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 and fair value measurements of investment in nonconsolidated affiliate.
Fair value
Fair value of certain of the Company’s financial instruments including cash, accounts payable, accrued expenses, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements” which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements.
Fair value, as defined by ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise.
| 11 |
SAVE FOODS, INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continue)
Fair value (continue)
Valuation techniques are generally classified into three categories: (i) the market approach; (ii) the income approach; and (iii) the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows:
Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.
Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and
Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values.
Fair value measurements are required to be disclosed by the level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), (ii) segregating those gains or losses included in earnings, and (iii) a description of where those gains or losses included in earning are reported in the statement of operations.
The Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows:
SCHEDULE OF FAIR VALUE ASSETS ON RECURRING BASIS
| As of September 30, 2023 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| US$ | ||||||||||||||||
| Assets: | ||||||||||||||||
| Investment in Plantify | ||||||||||||||||
| Convertible loan | ||||||||||||||||
| Total assets | ||||||||||||||||
| 12 |
SAVE FOODS, INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continue)
Fair value (continue)
The following table presents the changes in fair value of the Level 1 assets for the period April 5, 2023 through September 30, 2023:
SCHEDULE OF CHANGES IN FAIR VALUE OF ASSETS
| Changes in Fair value | ||||
| US$ | ||||
| Assets: | ||||
| Initial recognition of the investment in Plantify as at April 5, 2023 (*) | ||||
| Additional investment in shares of Plantify | ||||
| Changes in fair value | ( | ) | ||
| Outstanding at September 30, 2023 | ||||
The following table presents the changes in fair value of the Level 3 assets for the period April 5, 2023 through September 30, 2023:
| Changes in Fair value | ||||
| US$ | ||||
| Assets: | ||||
| Initial recognition of the convertible loan issued as at April 5, 2023 (*) | ||||
| Changes in fair value | ||||
| Outstanding at September 30, 2023 | ||||
| (*) |
Asset acquisitions
The Company’s consolidated financial statements include the operations of acquired subsidiaries from the date the Company gains control over them.
When the screening test of ASU 2017-01 Business Combinations (Topic 805) Clarifying the Definition of a Business, suggests that substantially all of the fair value of the gross assets of a subsidiary acquired is concentrated in a single asset or a group of similar assets, such as a single IPR&D asset, the acquired net assets do not meet the definition of a business. Noncontrolling interests of a subsidiary that does not meet the definition of a business are initially measured at fair value. For more details see Note 1D.
| 13 |
SAVE FOODS, INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
NOTE 3 – INVESTMENT IN NONCONSOLIDATED AFFILIATE
On March 31, 2023, the Company entered into a Securities Exchange Agreement with Plantify, pursuant to which each of the respective parties agreed to issue to the opposite party % of its issued and outstanding capital stock (the “Securities Exchange”). The Securities Exchange closing occurred on April 5, 2023.
Upon the closing of the Securities Exchange, the Company issued shares of the Company’s Common Stock to Plantify, which amount represented % of Save Foods’ outstanding capital stock as of immediately prior to the closing (and % of the Company’s outstanding capital stock as of immediately following the closing), and Plantify issued common shares of Plantify to the Company representing % of Plantify’s outstanding capital stock as of immediately prior to the closing (and % of Plantify’s outstanding capital stock as of immediately following the closing).
In
connection with the Securities Exchange Agreement, the Company and Plantify executed a debenture (the “Debenture”),
whereby the Company agreed to lend C$
On
September 7, 2023, the Company purchased additional common shares of Plantify at a price of C$ per common share (C$
The Company determined that it has a significant influence over Plantify and such investment is accounted for under the equity method of accounting. At the initial recognition of the equity investment, the Company elected the fair value option where subsequent changes in fair value are recognized in earnings. If the fair value option is applied to an investment that would otherwise be accounted for under the equity method, the Company applies it to all its financial interests in the same entity (equity and debt, including guarantees) that are eligible items. The equity investment in common shares of Plantify is classified within Level 1 in the fair value hierarchy as the valuation can be obtained from real time quotes in active markets, and is measured based on Plantify’s closing stock price and prevailing foreign exchange rate at each balance sheet date and the changes in fair value are reflected in gain (loss) on equity investments, net in the consolidated statement of income.
The fair value of the conversion feature loan was estimated using the Black-Scholes option pricing model using a third-party appraiser. The assumptions used to perform the calculations are detailed below:
SCHEDULE OF FAIR VALUE CONVERSION
| Fair value of the conversion feature | April 5, 2023 | September 30, 2023 | ||||||
| Expected volatility (%) | % | % | ||||||
| Risk-free interest rate (%) | % | % | ||||||
| Expected dividend yield | % | % | ||||||
| Contractual term (years) (*) | ||||||||
| Conversion price (Canadian dollars) | (US$) C$ | (US$) C$ | ||||||
| Underlying share price (Canadian dollars) | (US$) C$ | (US$) C$ | ||||||
| Fair value (U.S. dollars) | $ | $ | ||||||
| (*) |
The significant observable inputs used in the fair value measurement of the conversion feature are mainly the expected volatility and risk free interest rate. Significant changes in any of those inputs in isolation would have resulted in a change in the fair value measurement.
| 14 |
SAVE FOODS, INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
NOTE 3 – INVESTMENT IN NONCONSOLIDATED SUBSIDIARY (continued)
The
fair value of the debt component of the Debenture was estimated with the assistance of a third-party appraiser by discounting the principal and interest
at a discount rate of market interest for similar loans. The interest rate was determined, among other things, based on the potential
risk factor of the debt investment in Plantify, at
For
the period between April 5, 2023 through September 30, 2023, an unrealized loss of $
The following tables present Plantify’s summarized financial information. Plantify’s financial information is prepared on the basis of International Financial Reporting Standards (“IFRS”). Any differences between IFRS and GAAP did not have a material impact on Plantify’s summarized financial information. The period presented in the table below commenced on April 5, 2023 when the Company retained an equity investment in Plantify:
SCHEDULE OF EQUITY INVESTMENT
| April 5, 2023 Through September 30, 2023 | ||||
| Revenue | ||||
| Gross loss | ( | ) | ||
| loss from continuing operations | ( | ) | ||
| Net loss | ( | ) | ||
As of | ||||
| September 30, 2023 | ||||
| Current assets | ||||
| Noncurrent assets | ||||
| Current liabilities | ||||
| Noncurrent liabilities | ||||
| 15 |
SAVE FOODS, INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
NOTE 4 – COMMON STOCK
| 1. | On
October 26, 2022, the Board approved the quarterly issuances of
shares of Common Stock to each of two consultants commencing on January 1, 2023, and ending on December 31, 2024. On January 2,
2023, April 3, 2023 and August 7, 2023, the Company issued
shares of Common Stock to each of the consultants. The Company determined the value of the shares issued based on the share price on
the date of the board approval. The Company recorded share-based compensation expenses of $ |
On August 3, 2023, the Board approved the issuance of a one-time bonus of shares of Common Stock to each of the two consultants. On August 7, 2023, the Company issued shares of Common Stock for each of the consultants. The Company determined the value of the shares issued based on the share price of the date of the board approval. The Company recorded share-based compensation expenses of $.
| 2. | On
October 26, 2022, pursuant to an investor relations consulting agreement, the board approved quarterly issuances
of shares of Common Stock to a consultant starting in the first quarter of 2023. On each of January 2, 2023, April 3, 2023
and August 7, 2023, the Company issued shares of Common Stock. The Company determined the value of the shares issued based
on the share price of the date of the board approval. The Company recorded share based compensation expenses of $ for the
nine months ended September 30, 2023 and $ | |
| 3. | On January 20, 2023, the Company entered into a consulting agreement with a consultant for a period of twelve months. According to the agreement, the Company will issue on a quarterly basis, subject to the approval of the board (a) restricted shares of the Company’s Common Stock issued fully earned in connection with services rendered for the first quarter of 2023, and (b) restricted shares of Common Stock issued fully earned in connection with services rendered for each subsequent quarter of 2023, such that the consultant will receive an aggregate of restricted shares of Common Stock. |
| On February 13, 2023, the Company issued the first shares of Common Stock. | ||
| On
April 27, 2023, the Company issued shares of Common Stock. The Company determined the value of the shares issued based on the
share price of the date of the board approval. The Company recorded share-based compensation expenses of $ | ||
| On June 14, 2023, the Company entered into a new superseding consulting agreement (see note 4 (9) below). | ||
| 4. | On March 29, 2023, the board approved the amendment to the consulting agreement with EU Agritech Investment Ltd (“EU Agritech”), pursuant to which EU Agritech will receive $ in restricted shares of Common Stock to be issued on the effective date of the amendment as compensation for the first twelve months of services provided to the Company. On April 3, 2023, the Company issued shares of Common Stock to EU Agritech. During the period of nine months ended September 30, 2023, the Company recorded $ as share based compensation expenses and the remaining was classified as prepaid expenses in other current assets. | |
| The board additionally approved the amendment to a consulting agreement with Joachim Fuchs pursuant to which it issued restricted shares of Common Stock, under the Company’s 2022 Share Incentive Plan (see note 5). These shares will be subject to a twenty four months lockup period. |
| 16 |
SAVE FOODS, INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
NOTE 4 – COMMON STOCK (continue)
| 5. | On
March 29, 2023, the board approved the immediate issuance of an equity grant to executive officers, employees, directors and
consultants of an aggregate of
shares of Common Stock (such number includes the restricted shares issued pursuant to the amendment of the consulting agreement with
Joachim Fuchs as detailed in note 4(4) above). Such shares were issued on April 3, 2023. The Company estimated the value of the
shares issued at $ | |
| 6. | On March 31, 2023, the Company entered into the securities exchange agreement with Plantify pursuant to which each of the respective parties agreed to issue to the opposite party % of its issued and outstanding capital stock on a pre-closing basis. The Securities Exchange closing occurred on April 5, 2023. Upon the closing, the Company issued shares of Common Stock to Plantify (see note 3 above). | |
| 7. | On May 28, 2023, the Company entered into a consulting agreement with a consultant for a period of 18 months. According to the agreement, the Company will issue, subject to the approval of the board, restricted shares of the Company’s Common Stock. These shares will be subject to a lockup period pursuant to the following schedule: (a) shares of Common Stock upon the six months anniversary of the agreement date, (b) shares of Common Stock upon the nine months anniversary of the agreement date, and (c) shares of Common Stock twelve months anniversary of the agreement date. | |
| On
June 21, 2023, the Company issued
restricted shares of Common Stock. The Company determined the value of the shares issued at $ | ||
| 8. | On May 28, 2023, the Company entered into a consulting agreement with a consultant for a period of two years. According to the agreement, the Company will issue, subject to the approval of the board, restricted shares of the Company’s Common Stock. These shares will be subject to a lockup period pursuant to the following schedule: (a) shares of Common Stock upon the six months anniversary of the agreement date, (b) shares of Common Stock upon the nine months anniversary of the agreement date, and (c) shares of Common Stock upon the 12 months anniversary of the agreement date. | |
| On
June 21, 2023, the Company issued
restricted shares of Common Stock. The Company determined the value of the shares issued at $ | ||
| 9. | On June 14, 2023, the Company entered into a consulting agreement with a consultant for a period of 30 months. According to the agreement, the Company will issue, subject to the approval of the board, restricted shares of the Company’s Common Stock. These shares will be subject to a lockup period pursuant to the following schedule: (a) shares of Common Stock upon the six months anniversary of the agreement date, (b) shares of Common Stock upon the nine months anniversary of the agreement date, and (c) shares of Common Stock upon the twelve months anniversary of the agreement date. | |
| On
June 21, 2023, the Company issued
restricted shares of Common Stock. The Company determined the value of the shares issued at $ |
| 17 |
SAVE FOODS, INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
NOTE 4 – COMMON STOCK (continue)
| 10. | On
June 15, 2023, the Company entered into a consulting agreement with a consultant for a period of three months. According to the
agreement, the Company will issue, subject to the approval of the board the following: (a) restricted Common Stock representing an
aggregate value of $ |
By June 30, 2023, the Company issued an aggregate of shares of Common Stock, the Company was recorded $ as share based compensation expenses during the nine months ended September 30, 2023.
| 11. | On
June 21, 2023, the Company entered into a consulting agreement with legal advisors pursuant
to which the legal advisors shall provide the Company with certain legal services in consideration
for total of $ |
| 12. | On
July 23, 2023, the Company, entered into a Standby Equity Purchase Agreement (the “Purchase
Agreement”), with YA II PN, Ltd. (the “Investor”), pursuant to which the
Investor has agreed to purchase up to $ |
The
Purchase Agreement will terminate automatically on the earlier of December 1, 2026 or when the Investor has purchased an aggregate of
$ million shares of the Company’s Common Stock. The Company has the right to terminate the Purchase Agreement upon
The
Purchase Agreement provided that, subject to the satisfaction of certain conditions set forth in the Purchase Agreement, upon the request of the
Company, the Investor will advance to the Company up to $
The
conditions that must be satisfied prior to the Investor advancing the Company funds pursuant to the terms of the Note include
obtaining shareholder approval of the transactions contemplated by the Purchase Agreement
On
September 27, 2023, the Company issued shares of Common Stock as a commitment fee to a subsidiary of the Investor. The Company
determined the value of the shares issued at $
On
October 11, 2023, the Company filed a registration statement on Form S-1 with the SEC (File No. 333-274932), which was
declared effective by the SEC on October 30, 2023 (the “S-1 Registration Statement”), registering for resale
up to
shares of Common Stock on behalf of the Investor, that may be offered
and sold by the Investor from time to time under the terms of the Purchase Agreement. On October 31, 2023, following the effectiveness of the Registration Statement, the Company received a gross amount of $
| 13. | On
July 27, 2023, the Company issued
shares of Common Stock to Yaaran pursuant to the terms of the Exchange Agreement described in note 1d above. The Company determined
the value of the shares issued at $ |
SCHEDULE OF STOCK OPTION ACTIVITY
| Number of Options | Weighted Average Exercise Price | |||||||
| Outstanding at December 31, 2022 | ||||||||
| Granted | ||||||||
| Exercised | ||||||||
| Forfeited or expired | ||||||||
| Outstanding at September 30, 2023 | ||||||||
| Number of options exercisable at September 30, 2023 | ||||||||
The aggregate intrinsic value of the awards outstanding as of September 30, 2023, is $. This amount represents the total intrinsic value, based on the Company’s stock price of $ as of September 30, 2023, 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 options compensation for employees and directors for the nine months ended September 30, 2023 were $ and for the three months ended September 30, 2023 were $.
| 18 |
SAVE FOODS, INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
NOTE 6 – COMMITMENTS
| 1. | On
January 26, 2023, the Company entered into an Advisory Agreement with a consultant for a
period of ninety days which may be extended for any term mutually acceptable to the parties
thereto. According to the agreement, the consultant shall serve as an advisor to the Company
in connection with pursuing and evaluating entering into an equity purchase agreement (the
“Equity Purchase Agreement”) with an institutional investor. |
NOTE 7 – RELATED PARTIES
SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES
| A. | Transactions and balances with related parties |
| Nine months ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| General and administrative expenses: | ||||||||
| Directors compensation | ||||||||
| Salaries and fees to officers | ||||||||
| General and administrative expenses net | (*) | (*) | ||||||
| (*) of which share based compensation | ||||||||
| Research and development expenses: | ||||||||
| Salaries and fees to officers | (*) | |||||||
| (*) of which share based compensation | ||||||||
| Selling and marketing expenses: | ||||||||
| Salaries and fees to officers | (*) | |||||||
| (*) of which share based compensation | ||||||||
B. Balances with related parties and officers:
| Other accounts payables |
| 1. | On
March 29, 2023, the board approved the amendment to a consulting agreement with Joachim Fuchs, Chairman of the Board of Directors of
Save Foods Ltd pursuant to which he will receive a monthly compensation of $ |
| 19 |
SAVE FOODS, INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
NOTE 8 – 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
| Nine months ended September 30, | Three months ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Israel | ||||||||||||||||
| United States | ||||||||||||||||
| Mexico | ||||||||||||||||
| Turkey | ||||||||||||||||
| Revenues from sales of products | ||||||||||||||||
| B. | Sales to single customers exceeding 10% of sales (US$): |
SCHEDULE OF SALES TO CUSTOMERS
| Nine months ended September 30, | Three months ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Customer A | ||||||||||||||||
| Customer B | ||||||||||||||||
| Revenues from sales of products | ||||||||||||||||
| 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 September 30, 2023 and 2022:
SCHEDULE OF INFORMATION ON LONG LIVED ASSETS
| As of September 30, | ||||||||
| 2023 | 2022 | |||||||
| Israel | ||||||||
| United States | ||||||||
| Property, plant and equipment and ROU assets | ||||||||
| 20 |
SAVE FOODS, INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
NOTE 9 – SUBSEQUENT EVENTS
| 1. | Because most of our operations are conducted in Israel and all members of our board of directors, management, as well as a majority of our employees and consultants, including employees of our service providers, are located in Israel, our business and operations are directly affected by economic, political, geopolitical and military conditions affecting Israel. | |
| In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in extensive deaths, injuries and kidnapping of civilians and soldiers in the southern part of the country. Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks. In the weeks since the initial attack by Hamas, hostilities along Israel’s northern border with Hezbollah located in Lebanon have accelerated, and this clash may escalate in the future into a greater regional conflict. | ||
| Following the brutal attacks on Israel, the mobilization of army reserves and the government declaring a state of war in October 2023, there was a decrease in Israel’s economic and business activity. The security situation has led, inter alia, to a disruption in the supply chain and production, a decrease in the volume of national transportation, a shortage in manpower due to employees being called for active reserve duty as well as a rise in the exchange rate of foreign currencies in relation to the New Israel Shekel. These events may imply wider macroeconomic indications of a deterioration of Israel’s economic standing, which may have a material adverse effect on the Company and its ability to effectively conduct its business, operations and affairs. |
The intensity and duration of Israel’s current war is difficult to predict, and as are such war’s economic implications on the Company’s business and operations and on Israel’s economy in general. As at the reporting date the Company is unable to assess the extent of the effect of the war on its business activities and on the business activities of its subsidiaries, and on their medium and long term results. The Company is continuing to regularly follow developments on the matter and is examining the effects on its operations and the value of its assets.
| 2. | On
October 2, 2023, the Company held its annual meeting of stockholders. At this meeting, stockholders approved,
among other things (i) an amendment to the Company’s 2022 Share Incentive
Plan (the “2022 Plan”) to increase the number of shares of Common Stock authorized
for issuance under the 2022 Plan by an additional shares of Common Stock, which amendment
(the “2022 Plan Amendment”) was adopted by the board on July 31, 2023; (ii) an
amendment to the Company’s Amended and Restated Certificate of Incorporation to effect
a | |
| 3. | On October 4, 2023, the Company filed the amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, effective on October 5, 2023. Pursuant to the amendment, every seven shares of issued and outstanding Common Stock were automatically combined into one issued and outstanding share of Common Stock. No fractional shares were issued in connection with the Reverse Stock Split and the shares were rounded to the nearest whole number. The authorized capital and par value of the Common Stock remained unchanged. | |
| 4. | On November 6, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Save Foods, Inc., a newly formed Nevada corporation and its wholly owned subsidiary (the “Surviving Corporation”), pursuant to which, on the same date, the Company, as parent in this transaction, merged with and into the Surviving Corporation (the “Reincorporation Merger”). Upon the consummation of the Reincorporation Merger, the Company ceased its legal existence as a Delaware corporation, and the Surviving Corporation continued Company’s business as the surviving corporation in the Reincorporation Merger under the name “Save Foods, Inc.” succeeding to all Company’s rights, assets, liabilities and obligations, except that its affairs ceased to be governed by the Delaware General Corporation Law and became subject to the Nevada Revised Statutes. Pursuant to the Merger Agreement, the Articles of Incorporation and the Bylaws of the Surviving Corporation (the “Nevada Bylaws”), as in effect prior to the consummation of the Reincorporation Merger, continue in full force and effect as the Surviving Corporation’s Articles of Incorporation and the Nevada Bylaws. | |
| 5. | On November 6, 2023, the Company issued shares of Common Stock to the Investor pursuant to the terms of the Purchase Agreement, as detailed in note 4(12). | |
| 6. | On November 8, 2023, the Company issued to a consultant shares of Common Stock for consulting services provided to the Company. see note 4(2). | |
| 7. | On November 12, 2023, upon the recommendation of the nominating and corporate governance committee of the board, Liat Sidi was appointed as a Class II Director to serve until the Company’s 2026 annual meeting of stockholders. Ms. Sidi was not appointed to serve on any committee of the board. The board of directors has determined that Ms. Sidi is independent and there are no family relationships between Ms. Sidi and any other director or executive officer of the Company. Ms. Sidi currently serves as a director of Plantify. |
| 21 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Readers are advised to review the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated interim financial statements (unaudited) and related notes thereto included elsewhere in this Quarterly Report and the consolidated financial statements and related notes thereto in our 2022 Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements”. You should review the “Risk Factors” section contained in the S-1 Registration Statement for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Furthermore, certain disclosures and references made herein apply to Save Foods Ltd., the subsidiary of 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.
Overview
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 treatments 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 ingredients do not leave any toxicological residues on the fresh produce we treat. On the 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”.
| 22 |
Recent Developments
Plantify Transactions
On March 31, 2023, we entered into a securities exchange agreement with Plantify Foods, Inc. (“Plantify”), pursuant to which each of the respective parties agreed to issue to the other party 19.99% of its issued and outstanding capital stock.
Upon the closing of the transaction on April 5, 2023, we issued 166,340 shares of Common Stock to Plantify, which amount represented 19.99% of our outstanding capital stock as of immediately prior to the closing (and 16.66% of our outstanding capital stock as of immediately following the closing), and Plantify issued 30,004,349 of its common shares to us which represented 19.99% of Plantify’s outstanding share capital as of immediately prior to the closing (and 16.66% of Plantify’s outstanding share capital as of immediately following the closing).
In connection with the execution of the agreement, Plantify issued us a convertible debenture (the “Debenture”) in the principal amount of CDN$1,500,000 (approximately $1,124,000) which accrues interest at the rate of 8% annually and matures and is due and payable by Plantify on October 4, 2024. The outstanding principal may be converted, at our sole discretion, into common shares of Plantify at a price per share of CDN$0.05 until the first anniversary of the Debenture issuance date and CDN$0.10 per share thereafter. Accrued interest under the Debenture is convertible at the market price of Plantify’s common shares, subject to Toronto Stock Exchange -Venture Exchange (“TSXV”) approval, at the time of conversion. Payment and other obligations under the Debenture are secured by all of the property and assets of Plantify’s subsidiary, Peas of Bean Ltd.
On September 18, 2023, the Company purchased an additional 55,004,349 common shares of Plantify, Following the additional purchase, we hold 23.13% of Plantify’s issued and outstanding share capital.
YA II PN Transaction
On July 23, 2023, we entered into the Purchase Agreement with YA II PN, Ltd. (the “Investor”), pursuant to which the Investor has agreed to purchase up to $3.5 million of the shares of Common Stock over the course of 40 months after the date of the Purchase Agreement. The price of shares to be issued under the Purchase Agreement will be 94% of the VWAP of the Common Stock for the three days prior to delivery of each advance notice by us. Each issuance and sale by us to the Investor under the Purchase Agreement (an “Advance”) is subject to a maximum amount equal to the greater of 100% of the Daily Traded Amount (being the product obtained by multiplying the daily trading volume of the Company’s shares as reported by Bloomberg L.P., by the VWAP for such trading day) during the five trading days prior to an Advance notice and $200,000. With respect to each Advance notice, if we notify the Investor of a minimum acceptable price with respect to such Advance, then if there is no VWAP or if such price is below the minimum price indicated by us, there will be an automatic reduction to the amount of the Advance by one third, and that day will be excluded from the pricing period.
The Advances are subject to certain limitations, including that the Investor cannot purchase any shares that would result in it beneficially owning more than 4.99% of our outstanding shares of Common Stock at the time of an Advance or acquiring more than 19.99% of our outstanding shares of Common Stock as of the date of the Purchase Agreement (the “Exchange Cap”). The Exchange Cap will not apply under certain circumstances, including, where we have obtained stockholder approval to issue in excess of the Exchange Cap in accordance with the rules of Nasdaq or such issuances do not require stockholder approval under Nasdaq’s “minimum price rule.”
The Purchase Agreement will terminate automatically on the earlier of December 1, 2026 or when the Investor has purchased an aggregate of $3.5 million shares of Common Stock. We have the right to terminate the Purchase Agreement upon five trading days’ prior written notice to the Investor provided that (i) there are no outstanding advance notices (as defined in the Purchase Agreement), the Common Shares under which have yet to be issued, and (ii) the Company has paid all amounts owed to the Investor pursuant to the Purchase Agreement.
The issuance of more than 20% of our issued and outstanding Common Stock pursuant to the Purchase Agreement was approved by our stockholders on October 2, 2023. Accordingly, we may now request Advances from the Investor under the Purchase Agreement that will result in the issuance of more than 20% of our issued and outstanding shares of Common Stock as of the date of the Purchase Agreement without being subject to the Exchange Cap.
On October 11, 2023, the Company filed the S-1 Registration Statement that was declared effective by the SEC on October 30, 2023, registering for resale up to 1,000,000 shares of our Common Stock on behalf of the Investor, that may be offered and sold by the Investor from time to time under the terms of the Purchase Agreement. These 1,000,000 shares of Common Stock registered under the S-1 Registration Statement include 26,224 shares of Common Stock that we issued to the Investor as a commitment fee for entering into the Purchase Agreement(the “Commitment Shares”) and 973,776 shares that we may sell to the Investor pursuant to the Purchase Agreement from time to time after the Registration Statement is declared effective and the other terms and conditions of the Purchase Agreement are satisfied.
On October 31, 2023, following the effectiveness of the Registration Statement, we issued a one-year promissory note in the principal amount of $700,000 (the “Note”) to the Investor pursuant to the Purchase Agreement. The Note has a purchase price of $679,000, representing a 3% original issue discount, bears interest at 8% 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 our 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 our Common Stock to the Investor will first be used to satisfy any payments due under the Note.
On November 6, 2023, we sold 20,000 shares of our Common Stock to the Investor pursuant to the terms of the Purchase Agreement in consideration of $45,156.
Yaaran Investments Transaction
On August 29, 2023, we closed the exchange transactions (the “Exchange”) pursuant to the terms of a stock exchange agreement (the “Exchange Agreement”), entered on July 11, 2023, by and among the us, Save Foods Ltd., Yaaran Investments Ltd., an Israeli company (“Yaaran”), and a yet-to-be formed Israeli company (“NewCo”), as amended by the First Amendment, dated July 24, 2023, and the Second Amendment, dated August 13, 2023 (collectively, the “Exchange Agreement”). The closing conditions for the consummation of the Exchange, required, among other things, the incorporation of NewCo in the State of Israel. On August 29, 2023, NewCo was incorporated under the name of “Nitrousink Ltd.”, and on the same date, Nitrousink Ltd. (“Nitrousink”) issued us 4,200,000 shares, representing 60% of its share capital on a fully diluted pre-closing basis in exchange for 223,008 of our shares issued to Yaaran on July 27, 2023. As a result, Nitrousink became our direct majority-owned subsidiary.
As part of the Exchange Agreement, we committed to support Nitrousink’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 Agricultural Research Organization and the Treasurer of A.R.O., by making available up to $1.2 million in three conditional installments.
| 23 |
Reverse Stock Split and Nasdaq Minimum Bid Price Compliance
On October 2, 2023, at the annual meeting of our stockholders (the “annual meeting”), our stockholders approved an amendment to our amended and restated certificate of incorporation in Delaware (the “Amendment”) to effect a reverse stock split of the outstanding shares of our common stock, at a split ratio of between 1-for-7 and 1-for-10, with the final ratio to be determined by our board of directors in their sole discretion, prior to the one-year anniversary of this annual meeting. Pursuant to such authority granted by our stockholders, our board of directors approved a 1-for-7 reverse stock split (the “Reverse Stock Split”) of our common stock and the filing of the Amendment to effectuate the Reverse Stock Split. The Amendment was filed with the Secretary of State of the State of Delaware and the Reverse Stock Split became effective in accordance with the terms of the Amendment on October 5, 2023 (the “Effective Time”). Pursuant to the Amendment, at the Effective Time, every seven shares of the outstanding Common Stock prior to the effect of that amendment were combined and reclassified into one share of Common Stock. No fractional shares were issued in connection with or following the reverse split and the shares were rounded to the nearest whole number. The authorized capital and par value of the Common Stock remained unchanged.
We effected the Reverse Stock Split to regain compliance with a minimum bid price of at least $1.00 per share of Common Stock, which is the minimum closing bid price required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price”). On April 25, 2023, we received a deficiency letter (the “Notice”) from Nasdaq’s Listing Qualification Department (“Nasdaq”) notifying us that for the last 30 consecutive business days the bid price for our Common Stock had closed below the Minimum Bid Price requirement and that we had until October 22, 2023 to regain compliance.
Upon the opening of the market on October 6, 2023, our Common Stock began trading on The Nasdaq Capital Market on a post-Reverse Stock Split basis at a price of $3.08 per share. On October 20, 2023, Nasdaq notified us that that, from October 6, 2023 to October 19, 2023, the closing bid price of our Common Stock had been $1.00 per share or greater. Accordingly, Nasdaq informed us that we regained compliance with the Minimum Bid Price, and the matter was closed.
| 24 |
Reincorporation from Delaware to Nevada by a Parent-Subsidiary Merger
On October 2, 2023, at the annual meeting, our stockholders approved the reincorporation of the Company from the State of Delaware to the State of Nevada by a parent-subsidiary merger. On November 6, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Save Foods, Inc., a newly formed Nevada corporation and its wholly owned subsidiary (the “Surviving Corporation”), pursuant to which, on the same date, the Company, as parent in this transaction, merged with and into the Surviving Corporation (the “Reincorporation Merger”). Upon the consummation of the Reincorporation Merger, the Company ceased its legal existence as a Delaware corporation, and the Surviving Corporation continued the Company’s business as the surviving corporation in the Reincorporation Merger under the name “Save Foods, Inc.” succeeding to all Company’s rights, assets, liabilities and obligations, except that its affairs ceased to be governed by the Delaware General Corporation Law (“DGCL”) and became subject to the Nevada Revised Statutes (the “NRS”). The Reincorporation Merger became effective on The Nasdaq Capital Market on November 10, 2023.
The Reincorporation Merger did not materially modify the rights of the Company’s stockholders. However, as upon effectiveness of the Reincorporation Merger, the rights of the Company’s stockholders are governed by the NRS, the Articles of Incorporation and the Nevada Bylaws.
New Director
On November 12, 2023, Liat Sidi was appointed as a Class II director to serve until the Company’s 2026 annual meeting of stockholders. Ms. Sidi currently also serves as a director of Plantify.
Results of Operations
Components of Results of Operations
Revenues and Cost of Revenues
Our total revenue consists of the sale of products and our cost of revenues consists of cost of products.
The following table discloses the breakdown of revenues and costs of revenues:
Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
| U.S. dollars in thousands | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Revenues from sales of products | 157,618 | 169,943 | - | 51,233 | ||||||||||||
| Cost of sales | (70,229 | ) | (79,249 | ) | - | (24,402 | ) | |||||||||
| Gross profit (loss) | 87,389 | 90,694 | - | 26,831 | ||||||||||||
| 25 |
Operating Expenses
Our operating expenses consist of three components — research and development expenses, selling and marketing expenses and general and administrative expenses.
Research and 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.
Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
| U.S. dollars in thousands | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Salaries and related expenses | 67,042 | 294,674 | - | 121,117 | ||||||||||||
| Share based compensation | - | 3,023 | - | 102 | ||||||||||||
| Professional fees | 39,078 | 62,066 | 7,056 | 20,433 | ||||||||||||
| Laboratory and field tests | 1,762 | 73,792 | 939 | 19,309 | ||||||||||||
| Depreciation | 10,695 | 52,155 | 2,419 | 16,888 | ||||||||||||
| Other expenses | 1,710,393 | 35,529 | 1,682,791 | 20,652 | ||||||||||||
| Total | 1,828,970 | 521,239 | 1,693,205 | 198,501 | ||||||||||||
Following careful consideration, our board of directors decided to implement certain cost reduction measures in 2023, including, the reduction of our research and development expenses.
Selling and Marketing Expenses
Selling and marketing expenses consist primarily of salaries and related expenses, professional fees, transport and storage and other expenses.
Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
| U.S. dollars in thousands | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Salaries and related expenses | 134,333 | 218,988 | 42,841 | 68,023 | ||||||||||||
| Share based compensation | - | 3,023 | - | 102 | ||||||||||||
| Professional fees | 23,711 | 114,450 | 7,500 | 27,475 | ||||||||||||
| Commissions | 9,204 | 11,804 | - | 3,669 | ||||||||||||
| Travel abroad | 13,543 | 40,311 | 5,361 | 10,684 | ||||||||||||
| Transport and storage | 24,968 | 22,258 | 3,216 | 6,403 | ||||||||||||
| Other expenses | 12,148 | 29,322 | 1,544 | 751 | ||||||||||||
| Total | 217,907 | 440,156 | 60,462 | 117,107 | ||||||||||||
| 26 |
General and Administrative Expenses
General and administrative expenses consist primarily of professional services, share based compensation, salaries, insurance and other non-personnel related expenses.
Nine Months Ended September 30, |
Three Months Ended September 30, |
|||||||||||||||
| U.S. dollars in thousands | 2023 | 2022 | 2023 | 2022 | ||||||||||||
| Professional services | 1,495,576 | 2,150,981 | 505,609 | 985,632 | ||||||||||||
| Share based compensation | 1,375,675 | 570,009 | 431,588 | 172,354 | ||||||||||||
| Salaries and related expenses | 193,308 | 239,671 | 63,670 | 80,207 | ||||||||||||
| Insurance | 191,365 | 360,097 | 54,125 | 114,067 | ||||||||||||
| Other expenses | 225,484 | 198,988 | 48,265 | 126,804 | ||||||||||||
| Total | 3,481,408 | 3,519,746 | 1,103,257 | 1,479,064 | ||||||||||||
Three months ended September 30, 2023 compared to three months ended September 30, 2022
Revenues
Revenues for the three months ended September 30, 2023 were $0, a decrease of $51,233 or 100%, compared to $51,233 during the three months ended September 30, 2022. The decrease is mainly a result of a decrease in our sales in Mexico.
We do not have backlogs or firm commitments from our customers for our products. Our sales may deteriorate if we fail to achieve commercial success or obtain regulatory approval of any of our products.
Cost of Sales
Cost of sales consists primarily of salaries, materials, transportation and overhead costs of manufacturing our products. Cost of revenues for the three months ended September 30, 2023 was $0, a decrease of $24,402, or 100%, compared to total cost of revenues of $24,402 for the three months ended September 30, 2022. We did not record any revenue, nor cost of sales during the three months ended September 30, 2023.
Gross Profit (loss)
Gross loss for the three months ended September 30, 2023 was $476, a decrease of $27,307, or 102%, compared to a gross profit of $26,831 for the three months ended September 30, 2022. The decrease is mainly a result of the decrease in our cost of sales.
Research and Development Expenses
Research and development expenses consist of salaries and related expenses, consulting fees, service providers’ costs, related materials, overhead expenses and IPR&D costs. Research and development expenses for the three months ended September 30, 2023 were $1,693,205, an increase of $1,494,704, or 753%, compared to total research and development expenses of $198,501 for the three months ended September 30, 2022. The increase is mainly attributable to IPR&D costs associated with the issuance of 223,008 shares to Yaaran Investment Ltd., valued at $997,024, offset by a decrease in salaries and related expenses and field tests followed by our board of directors’ implementation of certain cost reduction measures in light of prevailing macroeconomic conditions and certain results of our operations. Cost reduction measures, included the reduction of our budget in connection with our research and development activities shifting our focus mainly to the commercialization of our solutions with emphasis on converting recently completed pilots into paying customers.
Selling and Marketing Expenses
Selling and marketing expenses consist primarily of salaries and related costs for selling and marketing personnel, travel related expenses and services providers. Selling and marketing expenses for the three months ended September 30, 2023 were $60,462, a decrease of $56,645, or 48%, compared to total selling and marketing expenses of $117,107 for the three months ended September 30, 2022. The decrease is mainly attributable to the decrease in salaries and related costs and other professional fees associated with our sales, resulting from a reduction in manpower following our cost reduction measures.
| 27 |
General and 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 September 30, 2023 were $1,103,257, a decrease of $375,807, or 25%, compared to total general and administrative expenses of $1,479,064 for the three months ended September 30, 2022. The decrease is mainly a result of the decrease in professional services and insurance costs offset by an increase in share-based compensation to our employees and service providers.
Financing Income, Net
Financing income, net for the three months ended September 30, 2023 was $10,579, a decrease of $11,913, or 893%, compared to financing expenses of $1,334 for the three months ended September 30, 2022. The decrease is mainly a result of the increase in exchange rate differences expenses offset by an increase in interest income on our cash balances.
Total Comprehensive Loss
As a result of the foregoing, our total comprehensive loss for the three months ended September 30, 2023 was $2,371,345, compared to $1,769,175 for the three months ended September 30, 2022, an increase of $602,170, or 34%.
Nine months ended September 30, 2023 compared to nine months ended September 30, 2022
Revenues
Revenues for the nine months ended September 30, 2023 were $157,618, a decrease of $12,325, or 7%, compared to $169,943 during the nine months ended September 30, 2022. The decrease is mainly a result of a decrease in our sales in Mexico and Israel.
We do not have backlogs or firm commitments from our customers for our products. Our sales may deteriorate if we fail to achieve commercial success or obtain regulatory approval of any of our products.
Cost of Sales
Cost of sales consists primarily of salaries, materials, transportation and overhead costs of manufacturing our products. Cost of sales for the nine months ended September 30, 2023 were $70,229, a decrease of $9,020, or 11%, compared to $79,249 for the nine months ended September 30, 2022. The decrease is mainly results from a decrease in our revenues.
Gross Profit
Gross profit for the nine months ended September 30, 2023 was $87,389, a decrease of $3,305, or 4%, compared to a gross profit of $90,694 for the nine months ended September 30, 2022. The decrease is mainly a result of the decrease in revenues as detailed above under the heading “Revenues”.
Research and Development Expenses
Research and development expenses consist of salaries and related expenses, share based compensation, consulting fees, related materials, overhead expenses and IPR&D costs. Research and development expenses for the nine months ended September 30, 2023 were $1,828,970, an increase of $1,307,731, or 251%, compared to total research and development expenses of $521,239 for the nine months ended September 30, 2022. The increase is mainly attributable to IPR&D costs associated with the issuance of 223,008 shares to Yaaran Investment Ltd. valued at $997,024, offset by a decrease in salaries and related expenses and field tests followed by our board of directors’ implementation of certain cost reduction measures, in light of the prevailing macroeconomic conditions and certain results of our operations. The cost reduction measures, included to the reduction of our budget in connection with our research and development activities shifting our focus mainly to the commercialization of our solutions with emphasis on converting recently completed pilots into paying customers.
| 28 |
Selling and 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 nine months ended September 30, 2023 were $217,907, a decrease of $222,249, or 50%, compared to total selling and marketing expenses of $440,156 for the nine months ended September 30, 2022. The decrease is mainly attributable to the decrease in salaries and related costs and other professional fees associated with our sales resulting from a reduction in manpower following our cost reduction measures.
General and 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, including legal expenses and directors and insurance costs. General and administrative expenses for the nine months ended September 30, 2023 were $3,481,408, a decrease of $38,338, or 1%, compared to total general and administrative expenses of $3,519,746 for the nine months ended September 30, 2022. The decrease is mainly a result of the decrease in professional services, salaries and related expenses and insurance costs offset by an increase in share-based compensation expenses.
Financing Income, Net
Financing income, net, for the nine months ended September 30, 2023 was $43,666, an increase of $26,168, or 150%, compared to total financing income of $17,498 for the nine months ended September 30, 2022. The increase is mainly a result of the increase in interest on our cash balances offset by a decrease in exchange rate differences.
Total Comprehensive Loss
As a result of the foregoing, our total comprehensive loss for the nine months ended September 30, 2023 was $4,807,829, compared to $4,372,949 for the nine months ended September 30, 2022, an increase of $434,880, or 10%.
Liquidity and 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 September 30, 2023, we have funded our operations, principally with the issuance of equity and debt.
On May 13, 2021, we completed an underwritten public offering of 155,845 shares of Common Stock at an initial public offering price of $77.00 per share. The gross proceeds we received from this offering were $12,000,000 (net proceeds of $10,457,862) (the “May 2021 Underwritten Offering”).
On August 15, 2022, we completed an underwritten public offering of 228,572 shares of Common Stock at an initial public offering price of $21.00 per share. The gross proceeds we received from this offering were $4,800,000 (net proceeds of $4,103,330) (the “August 2022 Underwritten Offering”).
On March 29, 2023, the Board of Directors approved the amendment of the consulting agreement with EU Agritech, pursuant to which EU Agritech received $100,000 in restricted shares of Common Stock. On April 3, 2023, the Company issued to EU Agritech 21,009 restricted shares of Common Stock.
| 29 |
On April 3, 2023, the Company approved the equity grant of 142,860 shares of Common Stock to executive officers, employees, directors and consultants (such number includes the restricted shares issued pursuant to the amendment of the consulting agreement with Joachim Fuchs on March 29, 2023).
On April 6, 2023, we closed the Securities Exchange with Plantify, in which we issued 166,340 shares of Common Stock representing 19.99% of our outstanding capital stock as of immediately prior to the closing (and 16.66% of our outstanding capital stock as of immediately following the closing), and Plantify issued 30,004,349 common shares to us, representing 19.99% of Plantify’s outstanding share capital as of immediately prior to the closing (and 16.66% of Plantify’s outstanding share capital as of immediately following the Closing).
In connection with the Securities Exchange, the Company and Plantify executed a debenture pursuant to which the Company agreed to lend C$1,500,000 (approximately US$1,124,000) to Plantify. The debenture accrues interest at a rate of 8% annually and is due and payable by Plantify on October 4, 2024. Outstanding principal under the debenture may be converted, at the Company’s sole discretion, into common shares of Plantify at a price of C$0.05 per share until the first anniversary of the debenture’s issuance and C$0.10 per share thereafter. Accrued interest under the debenture may be converted at the market price of Plantify’s common shares, subject to TSXV approval at the time of conversion. Plantify executed a general security agreement in Company’s favor and pledged to the Company the shares of Plantify’ subsidiary, Peas of Bean Ltd.
On September 7, 2023, the Company purchased additional 55,004,349 common shares of Plantify at a price of C$0.01 per common share (US$404,890), in a rights offering, resulting in an increase of approximately 7% in the Company’s aggregate ownership of the issued and outstanding common shares of Plantify. Following the additional acquisition, the Company owns 85,008,698 common shares of Plantify, representing approximately 23% of the current issued and outstanding common shares.
The table below presents our cash flows for the periods indicated:
| Nine Months Ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| Net cash used in operating activities | (2,258,869 | ) | (4,126,702 | ) | ||||
| Net cash used in investing activities | (1,519,559 | ) | (35,430 | ) | ||||
| Net cash provided by financing activities | - | 4,097,441 | ||||||
| Effect of exchange rate changes on cash and cash equivalents and restricted cash | 8,486 | (3,235 | ) | |||||
| Decrease in cash and cash equivalents | (3,769,942 | ) | (67,926 | ) | ||||
As of September 30, 2023, we had cash and cash equivalents of $1,934,634, as compared to $6,689,979 as of September 30, 2022. As of September 30, 2023, we had a working capital of $2,211,582, as compared to the working capital of $6,875,001 as of September 30, 2022. The decrease in our cash balance is mainly attributable to cash used in operations.
| 30 |
Going Concern
Since our incorporation, we incurred losses from operations and net cash outflows from operating activities as disclosed in the consolidated statements of operations and cash flows, respectively. As of September 30, 2023, we had an accumulated deficit of $28 million, and we expect to incur losses for the foreseeable future. We have financed our operations mainly through fundraising from various investors and have limited revenue from our products and therefore are dependent upon external sources to finance our operations. There can be no assurance that we will succeed in obtaining the necessary financing to continue our operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern through at least twelve months from the report date.
We believe that our existing capital resources will be sufficient to support our operating plan through the middle of the third quarter of 2024; however, there can be no assurance of this. We will likely seek to raise additional capital to support our growth or other strategic initiatives through the issuance of debt, equity, or a combination thereof. There can be no assurance the Company will be successful in raising additional capital on favorable terms, or at all.
As a result, there is substantial doubt about our ability to continue as a going concern. If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned development, which could harm our business, financial condition and operating results. If we obtain additional funds by selling any of our equity, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution, or the equity securities may have rights preferences or privileges senior to the Common Stock. If we issue debt securities, there may be negative covenants which may restrict the Company’s activities. If adequate funds are not available to us when needed on satisfactory terms, we may be required to cease operating or otherwise modify our business strategy. The financial statements included in this Quarterly Report do not include adjustments for measurement or presentation of assets and liabilities, which may be required should the Company fail to operate as a going concern.
Operating Activities
Net cash used in operating activities was $2,258,869 for the nine months ended September 30, 2023, as compared to $4,126,702 for the nine months ended September 30, 2022. The decrease is mainly attributable to our net loss of $4,807,829, a decrease in account receivable offset by an increase in non-cash expenses such as share-based compensation.
Investing Activities
Net cash used in investing activities was $1,519,559 for the nine months ended September 30, 2023, as compared to net cash used in investing activities of $35,430 for the nine months ended September 30, 2022. The increase is mainly attributable to the investment in Plantify in April and September 2023.
Financing Activities
Net cash provided by financing activities was $0 for the nine months ended September 30, 2023, as compared to net cash provided by financing activities of $4,097,441 for the nine months ended September 30, 2022. The decrease is mainly the result of proceeds from the August 2022 Underwritten Offering.
Financial Arrangements
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 9,555 shares of Common Stock following the conversion of convertible promissory notes in the aggregate principal amount of $499,000 and aggregate accrued interest of $11,211, at a conversion price of $53.41 per share.
| 31 |
On May 18, 2021, we closed the May 2021 Underwritten Offering pursuant to which we issued a total of 155,845 shares of Common Stock at an initial public offering price of $77.00 per share. In connection with the May 2021 Underwritten Offering, we agreed to grant the underwriter a 45-day option to purchase up to 23,377 additional shares of Common Stock at the initial public offering price of $77.00 per share, less the underwriting discounts and commissions solely to cover over-allotments, and to issue the Representative a five-year warrant to purchase up to 7,793 shares of Common Stock, at a per share exercise price equal to 125% of the May 2021 Underwritten Offering price per share of Common Stock. The gross proceeds from the May 2021 Underwritten Offering were approximately $12,000,000.
On August 18, 2022, we closed the August 2022 Underwritten Offering pursuant to which we issued a total of 228,572 shares of Common Stock at a public offering price of $21.00 per share. In connection with the August 2022 Underwritten Offering, we agreed to grant the underwriter a 45-day option to purchase up to 34,286 additional shares of Common Stock at the public offering price of $21.00 per share, less the underwriting discounts and commissions solely to cover over-allotments, and to issue ThinkEquity LLC, as representative ( the “Representative”) a five-year warrant to purchase up to 11,429 shares of Common Stock, at a per share exercise price equal to 125% of the August 2022 Underwritten Offering price per share of Common Stock. The gross proceeds from the August 2022 Underwritten Offering were approximately $4,800,000.
On July 23, 2023, we entered into a purchase agreement with YA II PN, Ltd. (the “Investor”), pursuant to which the Investor agreed to purchase up to $3,500,000 of Common Stock, for 40 months from the date of the purchase agreement. The price of the shares to be issued under the Purchase Agreement will be 94% of the lowest volume-weighted average price of the Common Stock for the three days prior to the delivery of each of our advance notices subject to certain limitations, including that (i) the Investor cannot purchase a number of shares that would result in it beneficially owning more than 4.99% of our outstanding shares of Common Stock. The Company may request the Investor to advance up to $700,000 of the $3,500,000 commitment amount, with such advances to be evidenced by a promissory note. The Company cannot request any such advances after January 31, 2024.
Changes to Critical Accounting Policies and Estimates
Our critical accounting policies and estimates are set forth in our 2022 Annual Report.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act, and are not required to provide the information required by this Item.
Item 4. Controls and Procedures.
Evaluation of 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 Principal Executive Officer and our Principal Financial Officer or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Our management, including our Principal Executive Officer and our Principal Financial Officer, have 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 September 30, 2023. Based on such evaluation, each of our Principal Executive Officer and Principal Financial Officer has concluded that, as of September 30, 2023, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
No changes in our internal control over financial reporting occurred during the third quarter of 2023 that materially affected, or is reasonably likely to materially affect our internal control over financial reporting.
| 32 |
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.
ITEM 1A. RISK FACTORS.
We are a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act, and are not required to provide the information under this item.
ITEM 2. 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 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 July 6, 2023, the Company issued 4,945 shares of its Common Stock in consideration for legal services pursuant to the consulting agreement dated June 21, 2023.
On September 6, 2023, the Company issued 6,123 shares of its Common Stock pursuant to a legal services agreement dated August 7, 2023.
The above issuances did not involve any underwriters, underwriting discounts or commissions, or any public offering and we believe are exempt from the registration requirements of the Securities Act by virtue of Section 4(2) thereof as transactions not involving a public offering.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURE
Not applicable.
| 33 |
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS.
(a) The following documents are filed as exhibits to this Quarterly Report.
| 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 XBRL Instance Document | |
| 101.INS* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
| * | Filed herewith. |
| ** | Furnished herewith. |
| 34 |
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: November 14, 2023 | SAVE FOODS, INC. | |
| By: | /s/ David Palach | |
| Name: | David Palach | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| Dated: November 14, 2023 | By: | /s/ Lital Barda |
| Name: | Chief Financial Officer | |
| Title: | (Principal Financial and Accounting Officer) | |
| 35 |
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, David Palach, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 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 quarter end 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 quarter end 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 quarter end 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 quarter end 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: November 14, 2023 | |
| /s/ David Palach | |
| David Palach | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Lital Barda, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 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 quarter end 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 quarter end 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 quarter end 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 quarter end 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: November 14, 2023 | |
| /s/ Lital Barda | |
| Lital Barda | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Save Foods, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2023, 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. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: November 14, 2023
| /s/ David Palach | |
| David Palach | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Save Foods, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2023, 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. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: November 14, 2023
| /s/ Lital Barda | |
| Lital Barda | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |