Save Foods, Inc. Files S-1 Registration Statement

TL;DR

<b>Save Foods, Inc. has filed an S-1 registration statement with the SEC on January 11, 2024, indicating plans for a public offering.</b>

AI Summary

Save Foods, Inc. (NXTS) filed a IPO Registration (S-1) with the SEC on January 11, 2024. Save Foods, Inc. has filed an S-1 registration statement with the SEC. The filing was made on January 11, 2024. The company is incorporated in Nevada. Save Foods, Inc. is classified as a smaller reporting company and an emerging growth company. The principal executive offices are located in Neve Yarak, Israel.

Why It Matters

For investors and stakeholders tracking Save Foods, Inc., this filing contains several important signals. This S-1 filing is a prerequisite for a company to offer its securities to the public, signaling potential future fundraising or stock market listing for Save Foods, Inc. As a smaller reporting and emerging growth company, Save Foods, Inc. may benefit from certain regulatory accommodations, potentially impacting its compliance and reporting obligations.

Risk Assessment

Risk Level: low — Save Foods, Inc. shows low risk based on this filing. The filing is an S-1 registration statement, which is a standard procedural step for companies intending to go public or conduct a public offering, and does not inherently contain negative financial or operational information.

Analyst Insight

Monitor future filings from Save Foods, Inc. for details on the proposed offering, including the number of shares, pricing, and use of proceeds.

Key Numbers

• S-1 — Form Type (Registration Statement)
• 20240111 — Filing Date (Date of submission to SEC)
• 333-276474 — SEC File Number (Associated SEC file number)

Key Players & Entities

• Save Foods, Inc. (company) — Registrant
• Securities and Exchange Commission (regulator) — Filing recipient
• January 11, 2024 (date) — Filing date
• Nevada (jurisdiction) — State of incorporation
• Neve Yarak, Israel (location) — Principal executive offices
• VCorp Services, LLC (company) — Agent for service
• Mark E. Crone, Esq. (person) — Copies to counsel
• The Crone Law Group, P.C. (company) — Counsel

Forward-Looking Statements

• Save Foods, Inc. will proceed with a public offering of securities. (Save Foods, Inc.) — high confidence, target: As soon as practicable after this Registration Statement is declared effective.
• The public offering will likely result in some dilution for existing shareholders. (Save Foods, Inc. shareholders) — medium confidence, target: Upon completion of the offering

FAQ

Industry Context

The filing of an S-1 registration statement is a standard procedure for companies preparing to offer securities to the public, often preceding an Initial Public Offering (IPO) or a secondary offering.

Regulatory Implications

The S-1 form is a registration statement filed with the U.S. Securities and Exchange Commission (SEC) by companies intending to offer securities to the public. It requires extensive disclosure about the company's business, financial condition, and management.

What Investors Should Do

1. Review the full S-1 filing for detailed financial statements and business descriptions.
2. Track subsequent SEC filings for updates on the offering timeline and terms.
3. Analyze the company's business model and market position in the context of its industry.

Key Dates

• 2024-01-11: Filing of S-1 Registration Statement — Indicates intent to offer securities to the public.

Year-Over-Year Comparison

This is the initial S-1 filing for Save Foods, Inc. as indicated by the form type and lack of prior related filings in this context.

Key Financial Figures

• $0.0001 — 6,667 shares of common stock, par value $0.0001 per share (the &ldquo;Common Stock&rdqu
• $20 million — , the Investor agreed to purchase up to $20 million shares of the Company&rsquo;s Common St
• $2.04 — ted sale price for our Common Stock was $2.04 per share. See &ldquo; Determination of
• $500,000 — ediately preceding an Advance notice or $500,000 in Common Stock. With respect to each
• $3,000,000 — r will pre-advance to the Company up to $3,000,000 of the $20,000,000 commitment amount (a
• $20,000,000 — to the Company up to $3,000,000 of the $20,000,000 commitment amount (a &ldquo;Pre-Advance
• $1,500,000 — o;Note&rdquo;). The Company can request $1,500,000 (half of the amount of the Pre-Advance)
• $10,000 — stor a structuring fee in the amount of $10,000 and issued the Investor 110,554 shares
• $1 billion — we have total annual gross revenues of $1 billion or more; (iii) the date on which we hav

Filing Documents

• forms-1.htm (S-1) — 1195KB
• ex5-1.htm (EX-5.1) — 14KB
• ex23-1.htm (EX-23.1) — 4KB
• ex23-2.htm (EX-23.2) — 4KB
• ex107.htm (EX-FILING FEES) — 26KB
• forms-1_001.jpg (GRAPHIC) — 7KB
• forms-1_002.jpg (GRAPHIC) — 16KB
• forms-1_003.jpg (GRAPHIC) — 21KB
• forms-1_004.jpg (GRAPHIC) — 16KB
• forms-1_005.jpg (GRAPHIC) — 15KB
• forms-1_006.jpg (GRAPHIC) — 37KB
• forms-1_007.jpg (GRAPHIC) — 21KB
• forms-1_008.jpg (GRAPHIC) — 13KB
• forms-1_009.jpg (GRAPHIC) — 12KB
• forms-1_010.jpg (GRAPHIC) — 17KB
• forms-1_011.jpg (GRAPHIC) — 15KB
• forms-1_012.jpg (GRAPHIC) — 10KB
• forms-1_013.jpg (GRAPHIC) — 17KB
• forms-1_014.jpg (GRAPHIC) — 16KB
• ex5-1_001.jpg (GRAPHIC) — 4KB
• 0001493152-24-002098.txt (&nbsp;) — 1571KB

Risk Factors

Risk Factors 7 Cautionary Statement Regarding Forward-Looking Statements 27

Use of Proceeds

Use of Proceeds 28 Determination of Offering Price 28 Market Price of and Dividends on the Company&rsquo;s Common Equity and Related Stockholder Matters 28 Selling Stockholder 34 Plan of Distribution 34 Selected Consolidated Financial Data 35 Our Business 39

Executive Compensation

Executive Compensation 68

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 70 Management 64 Certain Relationships and Related Transactions, and Director Independence 71

Description of Securities

Description of Securities 72 Shares Eligible for Future Sale 73 Legal Matters 74 Experts 74 Disclosure of Commission Position on Indemnification for Securities Act Liabilities 74 Where You Can Find More Information 74 Incorporation by Reference 75 You should rely only on the information contained in this prospectus. Neither we, nor the Selling Stockholder have authorized anyone to provide information different from that contained in this prospectus. The Selling Stockholder is offering to sell, and seeking offers to buy, shares of Common Stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our Common Stock. PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing in our securities. You should carefully read the entire prospectus and the information contained in or incorporated by reference into this prospectus, including &ldquo;Risk Factors,&rdquo; &ldquo;Selected Financial Data&rdquo;, &ldquo;Management&rsquo;s Discussion and Analysis of Financial Condition and Results of Operations&rdquo; and our Financial Statements, before making an investment decision. Unless noted otherwise, all share and the price per share information in this prospectus for all periods presented reflect the reverse stock split of our outstanding Common Stock at a ratio of 1-for-7, which became effective as of October 5, 2023. On 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. Overview We are an agri-food tech company specializing in eco crop protection that helps reduce food waste and ensure food safety while reducing the use of pesticides. We develop ec

Use of Proceeds

Use of Proceeds We will not receive any proceeds from the sale of the Common Stock by the Selling Stockholder in this offering. We may receive up to $20 million in gross proceeds from any sales we may make to the Selling Stockholder pursuant to the Purchase Agreement from time to time for up to thirty-six months from the date of the Purchase Agreement after the registration statement of which this prospectus forms a part is declared effective. Any net proceeds from the Selling Stockholder that we receive under the Purchase Agreement will be used to make any payments due under an outstanding Note, for general corporate purposes, capital expenditures, working capital and general and administrative expenses. Nasdaq symbol Our Common Stock trades on the Nasdaq Capital Market under the symbol &ldquo;SVFD&rdquo;.

Risk Factors

Risk Factors See &ldquo; Risk Factors &rdquo; beginning on page 7 and the other information included elsewhere in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our equity securities. 4 The number of shares of Common Stock to be outstanding after this offering is based on 2,955,490 shares of Common Stock outstanding as of January 9, 2024. Except as otherwise indicated, all share and per share numbers contained in this prospectus are reflected on a post-split basis for all periods presented. Summary

Risk Factors

Risk Factors Our business is subject to numerous risks and uncertainties, any one of which could have a materially adverse effect on our results of operations, financial condition or business. These risks include, but are not limited to, those listed below. This list is not complete, and should be read together with the section titled &ldquo; Risk Factors &rdquo; below: We have a history of operating losses and expect to incur additional losses in the future. We may need to raise significant additional capital, which we may be unable to obtain. Because of our limited operating history, we may not be able to successfully operate our business or execute our business plan. Our customers require that our products undergo a lengthy testing period without any assurance of sales. Our products and technology require additional trials. The commercial success of our new generation products, as well as any future products, depend upon the degree of market acceptance by the packing house community as well as by other prospect markets and industries. We may face 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 success is dependent upon the acceptance of our environmentally friendly solutions for fruits and vegetables. We may be unable to respond effectively to technological changes in our industry, which could reduce the demand for our products. We currently rely on a limited number of suppliers to produce certain key components of our products. If we are unable to establish sales, marketing and distribution capabilities or enter into successful relationships with third parties to perform these services, we may not be successful in commercializing our products. We rely on rapidly establishing a global distributorship network in order to effectively market our products. The results of our early tests may

View Full Filing

View this S-1 filing on SEC EDGAR