Nexentis Technologies Inc 8-K, filed Nov 10, 2020
Nexentis Technologies Inc. (NXTS)
About this 8-K
Nexentis Technologies Inc filed this 8-K on November 10, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 10, 2020
SAVE FOODS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 000-56100 | 26-468460 | |
| (Commission File Number) |
(I.R.S.
Employer Identification No.) |
Raoul Wallenberg 20, Tel Aviv, Israel, 6971916
(Address of principal executive offices) (Zip Code)
Tel: (323) 744 7579
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of David Palach as Co-Chief Executive Officer
On November 5, 2020, the board of directors of Save Foods, Inc. (the “Board” and the “Company”, respectively) appointed Mr. David Palach, to serve as co-Chief Executive Officer of the Company, effective as of the same date.
In connection with Mr. Palach’s appointment to the Board, the parties entered into a Consulting Agreement pursuant to which the Company and Mr. Palach agreed upon, inter alia, the following engagement terms: (a) a monthly retainer of $8,000, and (b) a grant of options to purchase shares of the Company’s common stock, which amount shall be determined by the Board on a future date.
Family Relationships
Mr. Palach does not have family relationships with any of the current officers or directors of the Company.
Business Experience
Mr. David Palach (55), currently owns and serves as chief executive officer of two private companies in the environmental industry, which positions he has held since 2010. In 2008, Mr. Palach joined B-pure Corp Ltd. and served as its chief executive officer until 2010. From 1995 until 2008, Mr. Palach worked at Intel Technologies where he served in various commercial, business development and finance-centric positions. Mr. Palach holds a BBA in Accounting from Baruch College/City University of New York and completed a Directors Course at Bar Ilan University in Israel. Mr. Palach previously maintained a certified public accounting license in the State of Maryland.
Related Party Transactions
There are no related party transactions reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.
Item 8.01. Other Events.
On November 10, 2020, the Company issued a press release announcing the appointment of Mr. Palach to the Board and providing related information, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits. |
Exhibit Number |
Description | |
| 10.1 | Consulting Agreement dated as of November 6, 2020 | |
| 99.1 | Press Release, dated November 10, 2020 |
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.
| SAVE FOODS, INC. | ||
| By: | /s/ Dan Sztybel | |
| Name: | Dan Sztybel | |
| Title: | Co-Chief Executive Officer | |
| Date: November 10, 2020 | ||
Exhibit 10.1
CONSULTING AGREEMENT
This CONSULTING AGREEMENT (this “Agreement”) is made and entered as of November 6, 2020 (the “Effective Date”), by and between Save Foods, Inc., a Delaware corporation (the “Company”), and S.T. Sporting (1996) Ltd. (the “Consultant”). Each of the Company and the Consultant shall additionally be referred to herein as a “Party” and collectively, the “Parties”.
1. Services; Term and Termination.
1.1. Services. The services which will be provided by the Consultant shall be in the scope of, and shall include further terms and conditions as specified in Exhibit A attached hereto (the “Services”).
1.2. Commencement. The engagement hereunder shall commence on November 5, 2020 (the “Effective Date”).
1.3. Term; Termination. This Agreement shall commence as of the Effective Date, and shall be in effect unless terminated by either of the Parties at any time upon sixty (60) days prior written notice (the “Term”).
1.4. Nothing in this Agreement shall be interpreted as preventing or restricting the Company from obtaining or seeking from any other person services of the same nature as the Services, or otherwise from performing or seeking to perform any action or operation.
2. Compensation.
2.1. In full consideration for all Services under this Agreement, the Company shall pay the Consultant the amounts set forth in Exhibit B attached hereto (the “Compensation”).
2.2. The Compensation shall be paid to Consultant against an invoice issued by Consultant in accordance with applicable law, setting forth, to the extent applicable, relevant calculations and the required reports, and to be paid by the Company within thirty (30) days after the Company’s receipt of such invoice.
2.3. The Consultant agrees to pay any and all taxes, fees, duties and/or other impositions that may be levied on Consultant pursuant to relevant law in connection herewith, including, self-employment taxes, and to indemnify the Company in the event the Company is required to pay any such taxes on behalf of the Consultant and/or anyone on the Consultant’s behalf.
2.4. All sums payable under this Agreement shall be made in US Dollars and shall exclude VAT withholding tax and shall be inclusive of all other taxes, duties, levies and like matters imposed by any governmental authority, which, if applicable, shall be paid by the Consultant in accordance with applicable law. In the event that pursuant to any law or regulation, tax is required to be withheld at source from any payment made to the Consultant, the Company shall withhold said tax in accordance with applicable law.
2.5. The Compensation under Section 2 shall constitute the total and exclusive compensation payable to Consultant for the Services rendered hereunder. Consultant shall not be entitled to any other form of compensation, commission, fee, bonus, expenses reimbursement or any other form of payment in connection with the Services.
3. Confidentiality; Proprietary Rights; Non-Compete; Non Solicitation. For the purposes of this Section 3, unless the context otherwise requires, the term “engagement with the Company” shall also include the engagement with the Company, prior to the execution of this Agreement, and any engagement with any and all of the Company’s direct and indirect existing and future affiliates, subsidiaries, parent or related corporations
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3.1. Confidentiality.
3.1.1. Nondisclosure; Recognition of Company’s Rights. At all times during Consultant’s engagement and thereafter, the Consultant will hold in confidence and will not disclose, use, lecture upon, or publish any of the Company’s Confidential Information (as defined below), except as such use is required in connection with its engagement for the Company, or unless the Company expressly authorizes in writing such disclosure or publication. The Consultant will obtain the Company’s written approval before publishing or submitting for publication any material (written, oral, or otherwise) that relates to its engagement with the Company and/or incorporates any Confidential Information. The Consultant hereby assigns to the Company any rights it has or acquires in any and all Confidential Information and recognizes that all Confidential Information shall be the sole and exclusive property of the Company and its assigns.
3.1.2. For the purpose of this Agreement, “Confidential Information” shall mean any and all confidential knowledge, data or information related to the Company’s business as conducted and/or as proposed to be conducted or its actual or demonstrably anticipated research or development, including without limitation: (a) trade secrets, inventions, ideas, processes, computer source and object code, data, formulae, programs, other works of authorship, graphics, creative works, data, methods, drawings, models, text, photos, audio works, translation works, broadcasting works, animation works, algorithms, icons, symphonies, tunes, melodies, sound effects, know-how, improvements, discoveries, developments, designs, and techniques; (b) information regarding products, plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers; (c) information regarding the skills and compensation of the Company’s consultants, contractors, and any other service providers of the Company; and (d) the existence of any business discussions, negotiations, or agreements between the Company and any third party. Confidential Information shall not include information or matter that the Consultant can document that (a) was already known to the Consultant prior to disclosure as can be demonstrated by Consultant’s dated written records; (b) is independently developed by the Consultant without reference to or use of the Confidential Information as can be demonstrated by Consultant’s dated written records; or (c) which at the time of disclosure by the Company is generally available to the public or thereafter becomes generally available to the public other than through a breach of any obligation under this Agreement caused by an act or omission on the part of the Consultant.
3.1.3. Third Party Information. The Consultant understands, in addition, that the Company has received and in the future will receive from third parties confidential or proprietary information (the “Third Party Information”) subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of Consultant’s engagement and thereafter, it will hold Third Party Information in strict confidence and will not disclose to anyone (other than the Company personnel who need to know such information in connection with their work for the Company) or use, except in connection with his/her work for the Company, Third Party Information, unless expressly authorized by an officer of the Company in writing.
4. Relationship; Warranties.
4.1. Consultant shall at all times act as an independent contractor, and shall not be, and/or claim to be, an employee or agent of the Company. Consultant warrants that he is aware that this Agreement is only an agreement for the provision of services on a strictly contractual basis, and does not create employer-employee relations between him and the Company and does not confer upon him any rights, except for those set forth herein explicitly. Without limitation of the foregoing, Consultant will (a) not enter into any contract, agreement or other commitment, or incur any obligation or liability, in the name or otherwise on behalf of the Company; (b) not be entitled to any worker’s compensation, pension, retirement, insurance or other benefits afforded to employees of the Company; (c) provide for all applicable income tax and other withholding relating to Consultant’s compensation; (d) pay all social security, unemployment and other employer taxes relating to Consultant’s compensation; (e) provide all worker’s compensation and other insurance relating to Consultant’s engagement; and (f) perform all reporting, recordkeeping, administrative and similar functions relating to Consultant’s compensation. The Company is not restricted in otherwise contracting or engaging any partner by itself or through any third party.
4.2. The Consultant represents and warrants that the execution and delivery of this Agreement, the performance of the Services and the fulfillment of the terms hereof will not: (a) constitute, in whole or in part, a default, violation or breach under or conflict in any way with any agreement, obligation, undertaking or commitment to which the Consultant is a party or by which he/she is bound, including without limitation, any confidentiality, invention assignment or non-competition agreement and (b) do not require the consent, permission or authorization of or notification to any person or entity.
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4.3. The Consultant hereby undertakes to comply with all Company disciplinary regulations, work rules, policies, procedures and objectives, which are relevant to the performance of the Services or otherwise to consultants of the Company.
4.4. The Consultant shall not solicit or accept in connection with the performance of the Services or in connection with the Company, any gift, benefit, favor, loan, or any other thing of monetary value, from a person who is or is possibly connected, directly or indirectly, to either the business of the Company, a competitor of the Company or a potential competitor of the Company.
4.5. The Consultant shall take all necessary precautions to prevent the occurrence of any bodily injury or property damage, to the Company, its employees or any third party, arising out of or resulting from the performance of the Services and shall be solely responsible, and liable, for any such bodily injury or property damage.
5. Miscellaneous. Consultant agrees that any breach of Section 3 above by it would cause irreparable damage to the Company and that, in the event of such breach, the Company shall have, in addition to any and all remedies of law, the right to an injunction, specific performance or other equitable relief to prevent the violation or threatened violation of the Consultant’s obligations hereunder. Consultant shall at all times act as an independent contractor, and shall not be, and/or claim to be, an employee of the Company. This Agreement is only an agreement for the provision of consulting services on a strictly contractual basis, and does not create employer-employee relations between the Consultant and the Company and does not confer upon the Consultant any rights, except for those set forth herein. This Agreement represents the only Agreement relating to this subject matter between the Consultant and the Company. Consultant will not (by contract, operation of law or otherwise) assign this Agreement or any right or interest in this Agreement without the prior written consent of the Company. Subject to the foregoing, this Agreement will be fully binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors, assigns and legal representatives. This Agreement shall be construed and governed by New York law, excluding laws relating to conflicts or choice of law. The Parties submit to the exclusive personal jurisdiction of the federal and state courts located in the Southern District of New York in connection with any dispute or any claim related to any dispute. No modifications or amendments to this Agreement can be made except in writing, signed by the Consultant and Company. Sections 3,4,5 shall survive termination or expiration of this Agreement.
- Signature Page Follows -
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered on and as of the Effective Date. This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which shall be deemed a single agreement.
| COMPANY: | CONSULTANT: | |||
| /s/ Benad Goldwasser | /s/ David Palach | |||
| Save Foods, Inc. | S.T. Sporting (1996) Ltd. | |||
| By: | Benad Goldwasser | By: | David Palach | |
| Title | Chairman of the Board | Title | Owner | |
- Signature Page to Consulting Agreement / Save Foods, Inc. -
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Exhibit A
Services
The Services which shall be provided by Consultant pursuant to this Agreement shall include:
The Consultant shall serve as the co-Chief Executive Officer of the Company, effective immediately as of the Effective Date.
- Exhibit A to Consulting Agreement / Save Foods, Inc. –
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Exhibit B
Compensation
In consideration for the Services rendered by the Consultant pursuant to this Agreement the Company shall pay the Consultant:
(i) a monthly fee in the amount of US$ 8,000 (plus VAT, if required by law).
(ii) an option grant subject to Company’s current equity incentive plan, the terms of which will be negotiated in good faith between the Consultant and the Company’s board of directors.
collectively (the “Compensation”).
- Exhibit B to Consulting Agreement / Save Foods, Inc. –
Exhibit 99.1
SAVE FOODS ANNOUNCES DAVID PALACH AS CO-CHIEF EXECUTIVE OFFICER
TEL AVIV, Israel, November 10, 2020 – Save Foods (OTC Pink: SAFO) (“Save Foods” or the “Company”), an Israeli-based food-tech company focused on developing and selling eco-friendly products specifically designed to extend the shelf life and ensure food safety of fresh fruits and vegetables, announced today that it has appointed David Palach as Co-Chief Executive Officer, alongside the Company’s current Chief Executive Officer, Mr. Dan Sztybel, effective as of November 5, 2020.
Mr. Palach is currently the owner of ST Sporting Ltd. and Sunlight Green Lighting Solutions Ltd., companies that specialize in environmental packaging and logistics, and provide general business consulting services to small and medium organizations and municipalities. Mr. Palach spent over a decade with Intel Israel, where he reported directly to the Intel Corporate U.S directorate. His last position at Intel was Manager of Business Development for Israel and Europe, and prior to that he served as a controller of two of Intel’s largest factories in Israel, where he supervised a budget of over $1 billion. Following his departure from Intel, Mr. Palach served as the CEO of B-Pure Corporation Ltd., a management and maintenance company that unites a group of subsidiaries involved in protecting and improving the environment. During his tenure, Mr. Palach helped turn around several failed companies and made them profitable.
Dan Sztybel, the Company’s existing Chief Executive Officer, commented on the appointment, “We’re pleased and excited that David will be joining our team. He is the ideal candidate to help lead Save Foods into the next stage of its life cycle while building on the momentum of our growing business development operations. He combines a proven track record for bringing disruptive product lines to market, a strong financial background as well as significant experience developing client relationships across international markets. I am confident that together we will be able to accelerate our growth.”
“I am excited to join Save Foods as its co-Chief Executive Officer,” commented Mr. Palach. “Their innovative solutions for the treatment of fresh produce have caught the attention of industry leaders here in Israel, Europe, the United States and Mexico. Save Foods is poised for substantial growth in this market, and I believe my experience, particularly in the areas of business development, financial management, manufacturing and logistics will enable me to provide valuable insight to the management team as we work to establish Save Foods as a leader in the sector.”
Forward-Looking Statements
Information set forth in this news release contains forward-looking statements that are based on the Company’s expectations, beliefs, assumptions and intentions regarding, among other things, its product-development efforts, business, financial condition, results of operations, strategies or prospects, as of the date of this news release. They are not guarantees of future performance. Forward-looking statements can be identified by the use of forward-looking words such as “believe,” “expect,” “intend,” “plan,” “may,” “should” or “anticipate” or their negatives or other variations of these words or other comparable words or by the fact that these statements do not relate strictly to historical or current matters. For example, the Company is using forward-looking statements when it discusses that Mr. Palach is the ideal candidate to help lead Save Foods into the next stage of its life cycle, building on the momentum of growing business development operations, accelerating growth, that Save Foods is poised for substantial growth, and that Mr. Palach can assist in establishing Save Foods as a leader in the sector. The Company cautions that all forward-looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond the Company’s control. Such factors include, among other things: risks and uncertainties relating to market acceptance of our products by prospect markets and industries; the Company’s ability to raise sufficient funding in order to meet the Company’s business and financial goals; and certain other factors, including those discussed under the heading “Risk Factors” summarized in the Company’s filings with the Securities and Exchange Commission. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information.
About Save Foods
Save Foods is an innovative, dynamic company addressing two of the most significant challenges in the food / aggrotech industry: food waste & loss and food safety. We are dedicated to delivering integrated solutions for improved safety, freshness and quality, every step of the way from field to fork. Collaborating closely with our customers, we develop new solutions that benefit the entire supply chain and improve the safety and quality of life of both the workers and the consumers alike. Our initial applications are in post-harvest treatments in fruit and vegetable packing houses.
By controlling and preventing pathogen contamination and significantly reducing the use of hazardous chemicals and their residues, Save Foods products not only prolong fresh produce shelf life and reduce food loss and waste, it also ensures a safe, natural, and healthy product in a very cost-effective way.
Media Contact
Dan Sztybel
dan@savefoods.co
US (323) - 744 7579