UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
N/A
(Former Name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written 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 exchange on which registered | ||
| The
|
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 8.01 Other Events.
On September 22, 2023, Save Foods, Inc. (the “Company”) issued a press release in Canada, and filed it on the SEDAR profile of Plantify Foods, Inc. (“Plantify”) (www.SEDAR.com) in accordance with applicable Canadian securities laws, announcing that it purchased 55,004,349 common shares of Plantify on September 18, 2023 in a rights offering completed by Plantify.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press release, dated September 22, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Save Foods, Inc. | ||
| Date: September 25, 2023 | By: | /s/ Lital Barda |
| Name: | Lital Barda | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
EARLY WARNING PRESS RELEASE
Vancouver, B.C. – September 22, 2023, Save Foods, Inc. (“Save Foods” or the “acquiror”), of Hapardes 134 (Meshek Sander), Neve Yarak, 4994500 Israel, makes the following announcement in accordance with Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers.
Save Foods has filed an early warning report in connection with its purchase of 55,004,349 common shares (the “Common Shares”) of Plantify Foods, Inc. (the “Company”), of 2264 East 11th Avenue, Vancouver, BC V5N 1Z6, on September 18, 2023 in a rights offering completed by the Company (the “Rights Offering”).
Prior to the Rights Offering, the Acquiror owned 30,004,349 Common Shares representing approximately 16% of the then issued and outstanding Common Shares.
Pursuant to the Rights Offering, the Acquiror purchased 55,004,349 Shares at a price of $0.01 per Common Share, resulting in an increase of approximately 7% in the Acquiror’s aggregate ownership of the issued and outstanding Common Shares.
Following the Acquiror’s acquisition of Common Shares, the Acquiror owns 85,008,698 Common Shares, representing approximately 23% of the current issued and outstanding Common Shares.
The acquisition of Common Shares was for investment purposes.
Save Foods may from time to time increase or decrease ownership or control of securities of the Company depending on the market or other conditions. It has no current plans or intentions to (a) undertake a corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (b) sell or transfer any other material assets to the Company; or cause the Company to sell or dispose of any of its material assets; (c) change the board of directors or management of the Company, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on its board; (d) effect a material change in the present capitalization or dividend policy of the Company; (e) effect a material change in the Company’ s business or corporate structure; (f) effect a change in the Company’ s charter, bylaws or similar instruments or another action which might impede the acquisition of control of the Company by any person or company; (g) cause any class of securities of the Company to be delisted from, or cease to be authorized to be quoted on, a marketplace; (h) cause the Company to cease to be a reporting issuer in any jurisdiction of Canada; (i) solicit proxies from securityholders; or (j) any action similar to any of those enumerated above.
A copy of the early warning report will be filed on www.sedarplus.ca.
To receive a copy of the report, please contact Save Foods at ♦.
The TSV Venture Exchange (TSXV) has not reviewed and does not accept responsibility for the adequacy or the accuracy of the contents of this release.
Cover |
Sep. 22, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Sep. 22, 2023 |
| Entity File Number | 001-40403 |
| Entity Registrant Name | Save Foods, Inc. |
| Entity Central Index Key | 0001789192 |
| Entity Tax Identification Number | 26-4684680 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | HaPardes 134 (Meshek Sander) |
| Entity Address, City or Town | Neve Yarak |
| Entity Address, Country | IL |
| Entity Address, Postal Zip Code | 4994500 |
| City Area Code | (347) |
| Local Phone Number | 468 9583 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $0.0001 per share |
| Trading Symbol | SVFD |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |