[Part I](index=5&type=section&id=PART%20I) [Business](index=5&type=section&id=ITEM%201.%20BUSINESS) N2OFF, Inc. is an agri-food tech company focused on eco-friendly post-harvest treatments via Save Foods Ltd. and mitigating agricultural N₂O emissions through NTWO OFF Ltd., also holding a stake in Plantify Foods Inc - The company changed its name from "Save Foods, Inc." to "N2OFF, Inc." and its Nasdaq trading symbol from "SVFD" to "NITO", effective March 19, 2024[9](index=9&type=chunk) - N2OFF operates through two majority-owned Israeli subsidiaries: Save Foods Ltd. (**98.48% owned**) for post-harvest treatments and NTWO OFF Ltd. (**60% owned**) for mitigating nitrous oxide emissions[8](index=8&type=chunk)[12](index=12&type=chunk) - The company also owns **approximately 23%** of Plantify Foods Inc., a Canadian-based food tech company focused on plant-based food products[13](index=13&type=chunk)[365](index=365&type=chunk) [Company Overview](index=5&type=section&id=Company%20Overview) The company specializes in eco-friendly crop protection and N₂O emission mitigation through Save Foods Ltd. and NTWO OFF Ltd., utilizing proprietary food acid blends to extend shelf life and reduce chemical use - The company's core technology is a proprietary blend of food acids that works synergistically with oxidizing sanitizers and fungicides to clean, sanitize, and control pathogens on fresh produce, extending shelf life without leaving toxic residues[13](index=13&type=chunk) - NTWO OFF Ltd. was formed in August 2023 to offer a solution for mitigating N₂O emissions, a greenhouse gas **265 times more potent** than carbon dioxide[12](index=12&type=chunk) [NTWO OFF Ltd.](index=7&type=section&id=NTWO%20OFF%20Ltd.) NTWO OFF Ltd. addresses agricultural nitrous oxide emissions through controlled trials using N₂O-reducing bacteria to inoculate wheat roots, showing promising results for sustainable agriculture - Nitrous oxide (N₂O) is a potent greenhouse gas with **265 times the global warming impact** of carbon dioxide, with the vast majority of man-made emissions coming from agricultural soil[12](index=12&type=chunk)[17](index=17&type=chunk)[18](index=18&type=chunk) - NTWO OFF commenced a controlled trial in December 2023 to test its solution for reducing N₂O emissions in wheat growth by using native root-associated N₂O-reducing bacteria[21](index=21&type=chunk)[22](index=22&type=chunk)[23](index=23&type=chunk) - Initial study results showed that inoculating wheat roots with specific isolated bacteria, which carry the N₂O reductase-encoding gene, successfully reduces N₂O emissions[24](index=24&type=chunk)[26](index=26&type=chunk) [Save Foods Ltd.](index=9&type=section&id=Save%20Foods%20Ltd.) Save Foods Ltd. combats food loss and spoilage in fresh produce with SavePROTECT and PeroStar, proprietary processing aids that enhance sanitizers, reduce fungicide use, and extend shelf life, with commercial applications across various produce and markets - The company's main products, SavePROTECT and PeroStar, are processing aids based on a proprietary blend of food acids that enhance the efficiency of sanitizers and fungicides, helping to reduce pesticide residues and extend shelf life[53](index=53&type=chunk) - The solutions can reduce the need for conventional fungicides by **at least 50%** and food waste from spoilage by **up to 50%** at the retail level[52](index=52&type=chunk) - As of December 31, 2023, the company has fully commercialized its solution for easy peelers, lime, bell peppers, dates, pears, and avocado in Israel, Mexico, and the US[54](index=54&type=chunk)[78](index=78&type=chunk) - The company holds two EPA-registered products: SpuDefender for controlling potato sprouts and FreshProtect for controlling spoilage on post-harvest citrus, with plans to expand FreshProtect to pre-harvest applications[89](index=89&type=chunk)[91](index=91&type=chunk) [Intellectual Property](index=23&type=section&id=Intellectual%20Property) The company protects its innovations through patents and trade secrets, with Save Foods Ltd. holding twelve issued patents and ten pending applications as of March 29, 2024, covering various treatment and sterilization methods - As of March 29, 2024, Save Foods Ltd. owned twelve issued patents and had ten pending patent applications[135](index=135&type=chunk) - The patent portfolio covers compositions and methods for treating edible matter, improving appearance of plant matter, maintaining fresh produce in transport, and sterilization compositions and devices[137](index=137&type=chunk)[139](index=139&type=chunk)[140](index=140&type=chunk)[141](index=141&type=chunk) [Competition](index=25&type=section&id=Competition) N2OFF competes in the green post-harvest solutions market against direct providers of sanitization solutions like Evonik and Solvay, and indirect competitors such as Decco and Pace International, with whom partnerships are also sought - Direct competitors are providers of PAA, chlorine, and other sanitization solutions, including large chemical conglomerates like Evonik and Solvay[146](index=146&type=chunk) - Indirect competitors are large post-harvest solution companies such as Decco and Pace International, which the company also seeks to partner with, though this is challenging as N2OFF's solutions can reduce demand for their traditional fungicide products[147](index=147&type=chunk) [Government Regulation and Product Approval](index=26&type=section&id=Government%20Regulation%20and%20Product%20Approval) The company's products are subject to diverse regulations, with SavePROTECT being GRAS and OMRI Listed® in the U.S., PeroStar regulated nationally in Europe, and its sanitizers requiring EPA registration, while also holding approvals in Peru and Brazil - In the U.S., SavePROTECT is considered GRAS, registered as an adjuvant in California, and is OMRI Listed® for organic production[151](index=151&type=chunk)[155](index=155&type=chunk)[157](index=157&type=chunk) - The company's sanitizer products, SF3H and SF3HS, are regulated as pesticides by the EPA under FIFRA and will require full registration before they can be marketed[167](index=167&type=chunk)[173](index=173&type=chunk) - The company has received regulatory approval to sell its products in Peru (January 2022) and has been cleared for commercialization in Brazil (February 2024)[164](index=164&type=chunk)[165](index=165&type=chunk) [Risk Factors](index=30&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company faces significant risks including ongoing operating losses, a lengthy sales cycle, intense competition, supply chain reliance, geopolitical instability in Israel, regulatory hurdles, intellectual property challenges, and stock volatility, raising going concern doubts - The company has a history of operating losses, with an accumulated deficit of **$29,360,235** as of December 31, 2023, and expects to incur additional losses, raising **substantial doubt about its ability to continue as a going concern**[183](index=183&type=chunk) - A significant business risk is the lengthy sales cycle, as customers require product testing for at least two seasons before potential adoption, with no guarantee of sales[190](index=190&type=chunk) - Operations are heavily concentrated in Israel, making the business vulnerable to political, economic, and military instability, including the recent war with Hamas which has already caused delays in pilots and packaging activities[277](index=277&type=chunk)[278](index=278&type=chunk)[283](index=283&type=chunk) - The company relies on a limited number of contract manufacturers in Israel, the U.S., and South Africa for key product components, posing a supply chain risk[204](index=204&type=chunk) - To regain compliance with Nasdaq's minimum bid price rule, the company executed a **1-for-7 reverse stock split** on October 5, 2023[296](index=296&type=chunk) [Unresolved Staff Comments](index=53&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) The company reports no unresolved staff comments - None [Cybersecurity](index=54&type=section&id=ITEM%201C.%20CYBERSECURITY) The company manages cybersecurity through a third-party provider with Board oversight, and has not experienced any material incidents to date - The company engages a third-party provider to manage its cybersecurity systems, with oversight from the Board and management[337](index=337&type=chunk)[338](index=338&type=chunk) - As of the report date, the company has not experienced any material cybersecurity incidents[338](index=338&type=chunk) [Properties](index=54&type=section&id=ITEM%202.%20PROPERTIES) The company leases its primary operational facility of approximately 230 square meters in Neve Yarak, Israel, and a smaller office space in Miami, Florida - The company's main operational facility is a leased space of approximately 230 square meters in Neve Yarak, Israel[339](index=339&type=chunk) - A small office space is also leased in Miami, Florida[340](index=340&type=chunk) [Legal Proceedings](index=54&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) The company reports no pending legal proceedings involving itself, its directors, officers, or major shareholders - There are no pending legal proceedings involving the company[341](index=341&type=chunk) [Part II](index=54&type=section&id=PART%20II) [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=54&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT'S%20COMMON%20EQUITY%2C%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) The company's common stock trades on Nasdaq under "NITO", with 186 holders as of March 29, 2024, no history of cash dividends, and details provided on its two equity compensation plans - The company's common stock symbol changed from "SVFD" to "NITO" on March 19, 2024, in connection with its name change[343](index=343&type=chunk) - The company has never paid cash dividends and does not plan to in the foreseeable future[344](index=344&type=chunk) Equity Compensation Plan Information as of December 31, 2023 | Plan Category | Number of Securities to be Issued upon Exercise | Weighted-average Exercise Price | Number of Securities Remaining Available for Future Issuance | | :--- | :--- | :--- | :--- | | **2018 Plan** | 27,518 | $23.69 | 12,995 | | **2022 Plan** | - | - | 641,787 | | **Total** | **27,518** | **$23.69** | **654,782** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=57&type=section&id=ITEM%207.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) For 2023, revenues decreased **33%** to **$263,445**, net loss widened to **$7.3 million** due to IPR&D and share-based compensation, cash declined to **$4.4 million**, and management expressed going concern doubts despite sufficient capital through **Q2 2025** Results of Operations (2023 vs. 2022) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | **Revenues** | $263,445 | $394,004 | | **Gross Profit** | $208,267 | $235,691 | | **Operating Loss** | ($7,577,776) | ($5,819,642) | | **Net Loss** | ($7,259,918) | ($5,779,841) | | **Net Loss Attributable to Stockholders** | ($6,522,408) | ($5,739,600) | | **Loss Per Share (basic and diluted)** | ($5.43) | ($1.64) | - Revenues decreased **33%** in 2023 due to a decline in sales in Mexico and Israel[374](index=374&type=chunk) - Research and Development expenses increased **151%** to **$1.9 million**, primarily due to a one-time IPR&D expense of **$1.66 million** from the NTWO OFF acquisition[377](index=377&type=chunk) - The company had cash of **$4.4 million** as of Dec 31, 2023, down from **$5.7 million** at year-end 2022 The decrease is mainly due to cash used in operations[388](index=388&type=chunk) - Management has raised **substantial doubt about the company's ability to continue as a going concern** due to recurring losses, though they believe current capital is sufficient to fund operations through the end of **Q2 2025**[401](index=401&type=chunk)[402](index=402&type=chunk) [Financial Statements and Supplementary Data](index=66&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) This section refers to the company's consolidated financial statements and related notes, included from page F-1 of the annual report - The company's audited consolidated financial statements for the years ended December 31, 2023 and 2022, are included in the report[412](index=412&type=chunk) [Controls and Procedures](index=66&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) Management concluded that the company's disclosure controls and internal control over financial reporting were **effective** as of December 31, 2023, with no external attestation required as a smaller reporting company - Management concluded that as of December 31, 2023, the company's disclosure controls and procedures were **effective**[413](index=413&type=chunk) - Management concluded that the company's internal control over financial reporting was **effective** as of December 31, 2023[418](index=418&type=chunk) [Part III](index=68&type=section&id=PART%20III) [Directors, Executive Officers and Corporate Governance](index=68&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) This section details the company's nine directors and two executive officers, board structure with staggered terms, and the composition and responsibilities of its Audit, Nominating, and Compensation committees, noting all seven non-executive directors are independent - The company's board consists of seven directors, and there are two executive officers: David Palach (CEO) and Lital Barda (CFO)[421](index=421&type=chunk) - The board has determined that all seven non-executive directors (Ronen Rosenbloom, Israel Berenstein, Amitay Weiss, Eliahou Arbib, Udi Kalifi, Asaf Itzhaik, and Liat Sidi) are independent under Nasdaq rules[437](index=437&type=chunk) - The board has three standing committees: Audit, Nominating and Corporate Governance, and Compensation[439](index=439&type=chunk) [Executive Compensation](index=73&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) This section details the 2023 and 2022 compensation for the two Named Executive Officers, including CEO David Palach's **$393,200** and CFO Lital Barda's **$187,561** total remuneration, primarily through stock awards, along with non-executive director compensation 2023 Named Executive Officer Compensation | Name and Position | Salary ($) | Bonus ($) | Stock Awards ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | | **David Palach**, CEO | 72,230 | 15,000 | 305,970 | 393,200 | | **Lital Barda**, CFO | 60,976 | 7,500 | 119,085 | 187,561 | - There were no unexercised options, unvested stock, or equity incentive plan awards outstanding for the Named Executive Officers as of December 31, 2023[457](index=457&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=75&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS) As of March 29, 2024, the company had **2,988,617 shares** outstanding, with Yaaran Investments Ltd. (**7.46%**) and Plantify Foods, Inc. (**5.57%**) as major beneficial owners, and all directors and executive officers collectively owning **10.20%** Security Ownership of 5% or More Stockholders (as of March 29, 2024) | Owner | Number of Shares Beneficially Owned | Percentage Beneficially Owned | | :--- | :--- | :--- | | Yaaran Investments Ltd. | 223,008 | 7.46% | | Plantify Foods, Inc. | 166,340 | 5.57% | - All directors and executive officers as a group (9 persons) beneficially own 304,903 shares, representing **10.20%** of the company[467](index=467&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=76&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%2C%20AND%20DIRECTOR%20INDEPENDENCE) This section discloses related party transactions since January 1, 2022, including a securities exchange with Plantify Foods, Inc. and a Standby Equity Purchase Agreement with YA II PN, Ltd., both significant stockholders, and confirms seven directors are independent - Key related party transactions include a securities exchange with Plantify Foods, Inc. on April 5, 2023, and a Standby Equity Purchase Agreement with YA II PN, Ltd. on December 22, 2023[472](index=472&type=chunk)[473](index=473&type=chunk) [Principal Accountant Fees and Services](index=76&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES) The company paid its independent auditor, Somekh Chaikin (KPMG), **$259,200** in 2023 and **$233,600** in 2022 for audit and tax services, all pre-approved by the board or audit committee Principal Accountant Fees | Fee Category | 2023 | 2022 | | :--- | :--- | :--- | | Audit fees | $224,000 | $197,000 | | Audit related fees | - | $600 | | Tax fees | $35,200 | $36,000 | | All other fees | - | - | | **Total fees** | **$259,200** | **$233,600** | [Exhibits, Financial Statement Schedules](index=77&type=section&id=ITEM%2015.%20EXHIBITS%2C%20FINANCIAL%20STATEMENT%20SCHEDULES) [Financial Statements](index=81&type=section&id=Financial%20Statements) [Consolidated Balance Sheets](index=84&type=section&id=Consolidated%20Balance%20Sheets) As of December 31, 2023, total assets increased to **$7.24 million** from **$6.49 million**, total liabilities remained stable at **$0.79 million**, and total stockholders' equity rose to **$6.46 million**, primarily due to capital raising Consolidated Balance Sheet Data (as of Dec 31) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | **Total Current Assets** | $5,465,621 | $6,272,444 | | Cash and cash equivalents | $4,447,003 | $5,700,709 | | **Total Assets** | **$7,244,231** | **$6,492,213** | | **Total Current Liabilities** | $778,472 | $714,849 | | **Total Liabilities** | **$785,653** | **$754,872** | | **Total Stockholders' Equity** | **$6,458,578** | **$5,737,341** | [Consolidated Statements of Comprehensive Loss](index=85&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Loss) For 2023, revenues decreased to **$263,445**, net loss attributable to stockholders widened to **$6.52 million**, and loss per share was **$5.43**, adjusted for a **1-for-7 reverse stock split** Statement of Comprehensive Loss Highlights (Year Ended Dec 31) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Revenues | $263,445 | $394,004 | | Gross Profit | $208,267 | $235,691 | | Operating Loss | ($7,577,776) | ($5,819,642) | | Net Loss Attributable to Stockholders | ($6,522,408) | ($5,739,600) | | Loss Per Share (basic and diluted) | ($5.43) | ($10.85) | [Consolidated Statements of Cash Flows](index=87&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For 2023, net cash used in operations decreased to **$3.23 million**, investing activities used **$1.52 million**, financing provided **$3.47 million**, resulting in a **$1.27 million** overall decrease in cash and equivalents Cash Flow Summary (Year Ended Dec 31) | Cash Flow Category | 2023 | 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | ($3,232,759) | ($5,097,126) | | Net cash used in investing activities | ($1,519,560) | ($51,689) | | Net cash provided by financing activities | $3,472,712 | $4,094,940 | | **Decrease in cash and cash equivalents** | **($1,272,597)** | **($1,056,841)** | [Notes to Consolidated Financial Statements](index=89&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail company operations, the recent name change and **1-for-7 reverse stock split**, a significant **Going Concern** uncertainty, the asset acquisition of NTWO OFF Ltd. resulting in a **$1,661,707** IPR&D expense, new reportable segments, and subsequent events - A **1-for-7 reverse stock split** was effected on October 5, 2023 All share and per-share data have been retroactively adjusted[511](index=511&type=chunk)[513](index=513&type=chunk) - The financial statements were prepared with a **Going Concern** uncertainty, as the company has incurred significant losses and negative cash flows, raising **substantial doubt about its ability to continue operations without securing additional financing**[516](index=516&type=chunk)[517](index=517&type=chunk) - The acquisition of NTWO OFF Ltd. was treated as an asset acquisition, not a business combination, resulting in the immediate expensing of **$1,661,707** in IPR&D[582](index=582&type=chunk) - The company now has two reportable segments: (i) Pathogen prevention and prolong shelf life (Save Foods Ltd.) and (ii) N2O emissions Global warming solutions (NTWO OFF Ltd.)[688](index=688&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to ____________ Commission File No. 001-40403 SAVE FOODS, INC. (Exact name of registrant as specified in its charter) | --- | --- | |------------- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to ____________ Commission File No. 001-40403 SAVE FOODS, INC. | --- | --- | --- | |------------------------------------------------------------------- ...

Financial Performance - Revenues from product sales for the three months ended March 31, 2023, were $121,010, compared to $87,630 for the same period in 2022, representing an increase of 38%[15] - Gross profit for the first quarter of 2023 was $78,264, up from $45,781 in the first quarter of 2022, indicating a significant improvement in profitability[15] - The net loss attributable to the Company's stockholders' equity for the three months ended March 31, 2023, was $1,713,678, compared to a net loss of $1,329,750 for the same period in 2022, representing an increase in losses of about 29%[15] - Basic and diluted loss per share for the first quarter of 2023 was $(0.37), compared to $(0.47) for the same period in 2022, showing an improvement in loss per share[15] - For the three months ended March 31, 2023, the company reported a loss of $1,721,549, compared to a loss of $1,339,770 for the same period in 2022, representing an increase in loss of approximately 28.5%[30] Expenses and Liabilities - Research and development expenses decreased to $118,908 in Q1 2023 from $209,362 in Q1 2022, reflecting a reduction of approximately 43%[15] - Total liabilities as of March 31, 2023, were $696,922, down from $754,872 as of December 31, 2022, indicating a reduction of about 8%[13] - The Company's accumulated deficit increased to $24,551,505 as of March 31, 2023, from $22,837,827 as of December 31, 2022, reflecting a rise of approximately 7%[14] - The company recorded share-based compensation expenses of $691,220 for employees and directors in Q1 2023, significantly higher than $11,822 in Q1 2022[30][51] - Directors' compensation for the three months ended March 31, 2023, was $98,773, compared to $60,533 in the same period of 2022, an increase of 62.9%[55] Cash Flow and Assets - Cash and cash equivalents decreased to $4,595,838 as of March 31, 2023, from $5,700,709 as of December 31, 2022, a decline of about 19%[12] - As of March 31, 2023, the company had cash, cash equivalents, and restricted cash totaling $4,644,600, down from $5,699,882 at the end of Q1 2022, indicating a decrease of approximately 18.5%[30] - Total current assets decreased to $5,280,341 as of March 31, 2023, from $6,272,444 as of December 31, 2022, a decline of approximately 16%[12] - Long-lived assets in Israel decreased to $180,989 as of March 31, 2023, down from $249,306 as of March 31, 2022, a decline of 27.4%[60] Equity and Financing - The company issued 44,000 shares to service providers during the period, reflecting ongoing efforts to manage equity compensation[22] - The company issued 1,000,000 shares of common stock as part of an equity grant to executive officers, employees, directors, and consultants, valued at approximately $678,000[49] - The company plans to secure additional financing through the sale of equity securities or strategic partnerships, but there is uncertainty regarding the availability of such funds[37] - The company entered into a securities exchange agreement with Plantify Foods, Inc., resulting in each party issuing 19.99% of its outstanding capital stock[33] - Save Foods agreed to lend C$1,500,000 (approximately $1,124,000) to Plantify, with an interest rate of 8% annually, repayable over approximately 18 months[64] Management and Employment - The company terminated the employment of its Chief Operating Officer and agreed to a termination bonus of approximately $17,000[53] - Research and development expenses for salaries and fees to officers were $23,544, down from $49,063, a decrease of 52.0%[55] Sales Performance - Total sales for the three months ended March 31, 2023, were $121,010, compared to $87,630 for the same period in 2022, representing an increase of 38.0%[58] - Sales in the United States increased to $41,554 from $35,948, a growth of 15.0% year-over-year[58] - Sales in Mexico surged to $73,215, up from $40,469, marking an increase of 80.8%[58]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission file number 000-56100 SAVE FOODS, INC. (Exact name of registrant as specified in its charter) Delaware 26-4684680 Sta ...

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from To Commission File No. 001-40403 SAVE FOODS, INC. (Exact name of registrant as specified in its charter) Delaware 26-4684680 (State or other jurisdiction of ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q SAVE FOODS, INC. (Exact name of registrant as specified in its charter) Delaware 26-4684680 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) HaPardes 134 (Meshek Sander) Neve Yarak, Israel 4994500 (Address of Principal Executive Offices) (Zip Code) (347) 468 9583 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarte ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION For the transition period from To Commission File No. 000-56100 SAVE FOODS, INC. (Exact name of registrant as specified in its charter) Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Delaware 26-4684680 (State or other jurisdiction of (I.R ...

PART I [Business](index=6&type=section&id=ITEM%201.%20BUSINESS) Save Foods, Inc. commercializes eco-friendly crop protection treatments to reduce food waste and enhance food safety for high-value produce in key global markets - The company develops eco-friendly 'green' treatments to enhance food safety and extend fresh produce shelf life by controlling pathogens, reducing spoilage and food loss[17](index=17&type=chunk) - Treatments utilize a proprietary blend of food acids combined with oxidizing agents or low-concentration fungicides, offering synergistic effects without toxicological residues[18](index=18&type=chunk) - The company targets major pre- and post-harvest markets, offering treatments as alternatives or adjuncts to conventional pesticides to mitigate health, environmental, and resistance concerns[21](index=21&type=chunk) [Recent Developments](index=6&type=section&id=Recent%20Developments) Early 2022 brought significant commercial milestones, including major Israeli exporter adoption, key SavePROTECT regulatory approvals, and Turkish citrus market expansion - Mehadrin, Israel's largest citrus grower and exporter, adopted the company's green treatment in February 2022[22](index=22&type=chunk) - Galilee Export, Israel's second-largest fruit and vegetable exporter, mandated the company's treatments for bell peppers and avocados after successful trials[24](index=24&type=chunk) - **SavePROTECT** was registered by the California Department of Pesticide Regulation (CDPR) in November 2021, and products were registered by NSF International in February 2022[25](index=25&type=chunk)[26](index=26&type=chunk) - Commercial expansion into Turkey was successful, with citrus packer Kalyoncu becoming the first commercial customer in March 2022[28](index=28&type=chunk) [Industry Overview and Market Opportunity](index=7&type=section&id=Industry%20Overview%20and%20Market%20Opportunity) The global fresh food market faces food loss and safety challenges, driving a shift to biorational solutions, with the market projected to reach **$5.02 billion by 2022** - Globally, approximately **one-third of food produced (1.3 billion tons)** is lost or wasted, with fruits and vegetables contributing **644 million tons** annually[30](index=30&type=chunk)[36](index=36&type=chunk) - Foodborne diseases cause approximately **48 million illnesses** in the U.S. annually, with the FDA's FSMA driving demand for preventative sanitizers[19](index=19&type=chunk)[33](index=33&type=chunk) - Consumer and regulatory pressure, especially in Europe, is shifting demand from conventional fungicides to greener alternatives due to health concerns and stricter MRLs[20](index=20&type=chunk)[42](index=42&type=chunk) - The biorational pesticides market is projected to grow from **$2.78 billion in 2017 to $5.02 billion by 2022**, at a **CAGR of 12.5%**, driven by demand for organic and eco-friendly products[44](index=44&type=chunk) [Our Core Products and Treatments](index=12&type=section&id=Our%20Core%20Products%20and%20Treatments) Core products SavePROTECT and PeroStar, proprietary food acid blends, enhance sanitation, reduce pathogen growth, and extend produce shelf life by up to **50%**, with successful trials and other products under development - Core products **SavePROTECT** and **PeroStar** are processing aids that enhance sanitizer and fungicide efficacy, enabling reduced chemical usage and extended shelf life[54](index=54&type=chunk)[55](index=55&type=chunk) Trial Results on Various Produce | Produce | Key Result | | :--- | :--- | | **Berries** | Reclaimed 80% of raspberries that would have been wasted; reduced strawberry waste by 85% after 15 days | | **Avocado** | Showed two times more avocado available for consumption after 16 days at room temperature | | **Bell Peppers** | Sustained 70% less decay after 28 days, translating into 20% more produce to sell | | **Easy Peelers** | Reduced the need for imazalil fungicide by at least 50%, and in some cases entirely | | **Mangos** | Reduced post-harvest decay to zero when combined with a low concentration of fludioxonil | | **Limes** | Reduced fruit decay to zero after 21 days in a pilot, potentially adding $126 per ton in income for retailers | - The company is developing sanitizers **SF3HS** and **SF3H**, demonstrating over **99.99999% reduction of Listeria** in lab tests, with regulatory submission planned for H2 2023[82](index=82&type=chunk)[84](index=84&type=chunk)[85](index=85&type=chunk) - Other portfolio products include **SpuDefender**, an EPA-registered potato sprout control, and **FreshProtect**, an EPA-registered post-harvest citrus spoilage control with pre-harvest potential[93](index=93&type=chunk)[96](index=96&type=chunk) [Our Strategy](index=22&type=section&id=Our%20Strategy) Following a 2018 strategic shift, the company commercializes next-generation food acid blend products to extend shelf life, ensure food safety, and reduce loss, focusing on market expansion and strategic collaborations - In 2021, the company strategically shifted focus from R&D to marketing, sales, and commercialization of its next-generation products[101](index=101&type=chunk) - The strategy includes expanding into key markets such as Mexico, Spain, Italy, Israel, Turkey, Peru, and US states like California, Florida, and Texas[103](index=103&type=chunk) - A key strategic element involves establishing collaborations with large food retailers and post-harvest service vendors to influence the supply chain and accelerate market penetration[103](index=103&type=chunk) [Selling and Marketing](index=24&type=section&id=Selling%20and%20Marketing) Selling and marketing efforts target high-value crops in key markets, with successful customer acquisitions in Turkey, Mexico (SiCar), and Israel (Mehadrin, Galilee Export), and a focus on the California citrus industry - The company collaborates with local agents and experts to penetrate target markets including Turkey, Mexico, Israel, the US, and Spain[104](index=104&type=chunk) - In Mexico, **SiCar**, a major Persian lime packer, applies the company's treatment across all its packing houses[113](index=113&type=chunk) - In Israel, **Mehadrin** and **Galilee Export** utilize the company's treatments, with an exclusive citrus distribution agreement with Safe-Pack Products Ltd[114](index=114&type=chunk)[115](index=115&type=chunk) - The primary US target market is California's post-harvest citrus industry, representing approximately **80% of all fruits and vegetables** in the country[116](index=116&type=chunk) [Intellectual Property](index=26&type=section&id=Intellectual%20Property) As of March 2022, the company protects its technology with **nine issued patents** and **six pending applications** in key jurisdictions, covering edible matter treatment methods and extending to 2041 - As of March 13, 2022, the IP portfolio includes **nine issued patents** and **six pending applications**, with protection in the U.S., Israel, and Europe[123](index=123&type=chunk) - Key patent families cover methods for protecting edible matter from decay, improving produce appearance, and apparatus for maintaining fresh produce in transportation[124](index=124&type=chunk)[126](index=126&type=chunk)[128](index=128&type=chunk) [Government Regulation and Product Approval](index=30&type=section&id=Government%20Regulation%20and%20Product%20Approval) Products are subject to complex, country-specific regulations; US sanitizers are EPA-regulated, **SavePROTECT** is FDA-regulated and GRAS, registered by CDPR in October 2021, and PeroStar dossiers are in Europe with Peru approval - In the U.S., sanitizers are EPA-regulated under FIFRA, while processing aids like **SavePROTECT** are FDA-regulated under FFDCA, with ingredients considered GRAS[156](index=156&type=chunk)[159](index=159&type=chunk)[163](index=163&type=chunk) - **SavePROTECT** was registered as an adjuvant with the California Department of Pesticide Regulation (CDPR) on October 27, 2021[166](index=166&type=chunk) - Regulatory dossiers for **PeroStar** were submitted in Spain and Italy in Q3 2020, and product sales approval was received in Peru in January 2022[170](index=170&type=chunk)[173](index=173&type=chunk) [Risk Factors](index=33&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company faces significant risks including operating losses, capital needs, limited operating history, market acceptance, intense competition, supplier reliance, complex regulations, IP challenges, international operations, and stock volatility - The company has a history of operating losses, with an accumulated deficit of **$17.1 million** as of December 31, 2021, and anticipates future losses[185](index=185&type=chunk) - Commercial success relies heavily on market acceptance from packing houses, retailers, and service providers, which remains uncertain[194](index=194&type=chunk)[195](index=195&type=chunk) - The company faces significant competition from large, established players and new entrants in the environmentally friendly post-harvest solutions market[199](index=199&type=chunk) - Operations are subject to complex, varying country-specific regulatory requirements; failure to obtain or maintain approvals could adversely impact product marketing and sales[210](index=210&type=chunk)[211](index=211&type=chunk) - A majority of operations and management are in Israel, exposing the business to regional economic, political, and military conditions[246](index=246&type=chunk) [Properties](index=52&type=section&id=ITEM%202.%20PROPERTIES) The company leases **230 square meters** for R&D in Neve Yarak, Israel, with an August 2022 lease expiration and extension options, and a small office in Miami, Florida - The company leases **230 square meters** for R&D in Neve Yarak, Israel, at approximately **$2,000 monthly rent**[279](index=279&type=chunk) - An office space is leased in Miami, Florida, at a monthly rent of **$600**[280](index=280&type=chunk) [Legal Proceedings](index=52&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) The company is not aware of any pending legal proceedings involving itself or its directors and officers - There are no pending legal proceedings involving the company or its directors and officers[281](index=281&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases](index=53&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT%27S%20COMMON%20EQUITY%2C%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES) The company's common stock trades on Nasdaq under **SVFD**, has never paid dividends, and the 2018 Equity Incentive Plan has **192,576 options outstanding** as of December 31, 2021, with details on unregistered securities sales - The company's Common Stock trades on the Nasdaq Capital Market under the symbol **SVFD**[285](index=285&type=chunk) - The company has never paid cash dividends and does not anticipate doing so in the foreseeable future[286](index=286&type=chunk) Equity Compensation Plan Information as of December 31, 2021 | Plan Category | Securities to be Issued upon Exercise | Weighted-average Exercise Price | Securities Remaining Available for Future Issuance | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 192,576 | $3.38 | 91,016 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=56&type=section&id=ITEM%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) In 2021, revenues increased by **89% to $438,141**, but net loss widened to **$4.82 million** due to a **299% increase** in G&A expenses, with **$6.75 million in cash** expected to fund operations until at least August 2023 Results of Operations (Year Ended December 31) | Metric | 2021 | 2020 | | :--- | :--- | :--- | | **Revenues** | $438,141 | $232,274 | | **Gross Profit** | $302,198 | $188,869 | | **Operating Loss** | ($4,703,639) | ($1,349,345) | | **Net Loss Attributable to Company** | ($4,820,580) | ($1,593,139) | | **Loss per Share** | ($2.06) | ($1.05) | - Revenues increased by **89%** in 2021 compared to 2020, primarily due to new product sales commencing in late 2020[330](index=330&type=chunk) - General and administrative expenses increased by **299% to $4.27 million** in 2021, mainly due to higher professional services, insurance, and director compensation post-Nasdaq listing[337](index=337&type=chunk) - As of December 31, 2021, the company held **$6.75 million in cash** and **$6.3 million in working capital**, projected to fund operations until at least August 2023[347](index=347&type=chunk)[361](index=361&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=64&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURE) On July 25, 2021, the company dismissed Halperin Ilanit CPA and appointed Somekh Chaikin (KPMG) as its new auditor, with no disagreements on accounting principles despite prior going concern and material weakness notations - On July 25, 2021, the company changed its independent registered accounting firm from Halperin Ilanit CPA to Somekh Chaikin (KPMG International)[363](index=363&type=chunk) - Previous auditor reports for 2019 and 2020 included a going concern paragraph and noted material weaknesses, but no disagreements on accounting principles occurred[364](index=364&type=chunk) [Controls and Procedures](index=64&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) As of December 31, 2021, management concluded disclosure controls were effective, having remediated a material weakness in internal control over financial reporting through personnel hires, an independent audit committee, and revised controls - Management concluded that as of December 31, 2021, the company's disclosure controls and procedures were effective[365](index=365&type=chunk) - A material weakness in internal control over financial reporting, identified in the 2020 audit, was remediated as of December 31, 2021[375](index=375&type=chunk)[378](index=378&type=chunk) - Remediation included recruiting qualified personnel (CEO, CFO), establishing an independent audit committee, and improving control processes[376](index=376&type=chunk)[377](index=377&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=67&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) The company's executive officers and five directors are listed, with a majority independent under Nasdaq rules, and the board operates with Audit, Nominating and Corporate Governance, and Compensation committees - The board of directors comprises five members: Amitay Weiss (Chairman), Ronen Rosenbloom, Israel Berenshtein, Eliahou Arbib, and Udi Kalifi[382](index=382&type=chunk)[394](index=394&type=chunk) - The board has determined that all five directors are independent under Nasdaq rules[397](index=397&type=chunk) - The board established an Audit Committee, a Nominating and Corporate Governance Committee, and a Compensation Committee, with detailed charters and independent member compositions[398](index=398&type=chunk)[399](index=399&type=chunk)[400](index=400&type=chunk) [Executive Compensation](index=71&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) This section details named executive officer compensation for 2021 and 2020, including salary, bonus, and option awards, with a summary of key employment agreements and recent compensation adjustments 2021 Summary Compensation for Key Executives | Name and Principal Position | Total Compensation 2021 ($) | | :--- | :--- | | **David Palach**, CEO | 164,017 | | **Dan Sztybel**, CEO of Save Foods Ltd. | 428,061 | | **Neta Matis**, COO of Save Foods Ltd. | 350,532 | - In June 2021, CEO David Palach's compensation was updated to a monthly fee of **$14,000** and a one-time option grant representing **4.5%** of outstanding stock[415](index=415&type=chunk) - In June 2021, Dan Sztybel and Neta Matis received one-time bonuses of **$65,000** and **$55,000**, respectively, for their contributions to the Nasdaq uplisting[420](index=420&type=chunk)[423](index=423&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=77&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS) As of March 31, 2022, **2,833,036 shares** of common stock were outstanding, with two beneficial owners holding over **5%** and all directors and named executive officers collectively owning approximately **3.5%** - As of March 31, 2022, **2,833,036 shares** of common stock were outstanding[429](index=429&type=chunk) Beneficial Ownership as of March 31, 2022 | Owner | Percentage Beneficially Owned | | :--- | :--- | | **Amir Uziel / Amir Uziel Economic Consultant Ltd.** | 5.5% | | **L.I.A. Pure Capital Ltd.** | 5.1% | | **All directors and named executive officers as a group (9 persons)** | 3.5% | [Certain Relationships and Related Transactions, and Director Independence](index=78&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%2C%20AND%20DIRECTOR%20INDEPENDENCE) The company has indemnification agreements with directors and officers, disclosing related party transactions since 2019, including a consulting agreement with a **>5% shareholder** and participation in convertible loans and private placements - The company entered a consulting agreement with Amir Uziel, a **>5% common stock holder**, for services at **$100 per hour**, effective January 1, 2021[436](index=436&type=chunk) - Several **>5% common stock holders**, including entities related to Amir Uziel, L.I.A Pure Capital Ltd., and YAAD Consulting, participated in 2019 convertible loan agreements and 2020 private placements[438](index=438&type=chunk)[440](index=440&type=chunk)[441](index=441&type=chunk) - The company adopted a formal written policy for reviewing and approving related person transactions exceeding **$120,000**[444](index=444&type=chunk) [Principal Accounting Fees and Services](index=81&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTING%20FEES%20AND%20SERVICES) Somekh Chaikin (KPMG) was appointed independent public accounting firm on July 25, 2021, replacing Halperin Ilanit CPA, with total professional service fees of **$190,569 in 2021** and **$26,638 in 2020** Accounting Fees | Service | 2021 | 2020 | | :--- | :--- | :--- | | **Audit fees** | $172,500 | $24,150 | | **Tax fees** | $18,069 | $2,488 | | **Total fees** | $190,569 | $26,638 | PART IV [Exhibits, Financial Statement Schedules](index=83&type=section&id=ITEM%2015.%20EXHIBITS%2C%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists all exhibits filed with the Annual Report on Form 10-K, including corporate governance documents, material agreements, and required certifications - Lists all exhibits filed with the 10-K, including corporate governance documents, material agreements, and required certifications[452](index=452&type=chunk) Financial Statements [Consolidated Balance Sheets](index=90&type=section&id=Consolidated%20Balance%20Sheets) As of December 31, 2021, total assets increased to **$7.60 million**, total liabilities were **$1.18 million**, and stockholders' equity shifted from a **$0.47 million deficit** to **$6.41 million positive equity**, driven by financing Consolidated Balance Sheet Data (as of December 31) | Metric | 2021 | 2020 | | :--- | :--- | :--- | | **Cash and cash equivalents** | $6,750,938 | $242,900 | | **Total Current Assets** | $7,229,097 | $495,171 | | **Total Assets** | $7,597,279 | $687,649 | | **Total Current Liabilities** | $931,304 | $785,233 | | **Total Liabilities** | $1,184,668 | $1,153,102 | | **Total Stockholders' Equity (Deficit)** | $6,412,611 | ($465,453) | [Consolidated Statements of Comprehensive Loss](index=91&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Loss) For 2021, revenues were **$438,141** and gross profit **$302,198**, but significant operating expenses, including **$4.27 million** in G&A, led to a **$4.82 million net loss** attributable to shareholders Consolidated Statements of Comprehensive Loss (Year Ended December 31) | Metric | 2021 | 2020 | | :--- | :--- | :--- | | **Revenues** | $438,141 | $232,274 | | **Gross Profit** | $302,198 | $188,869 | | **Operating Loss** | ($4,703,639) | ($1,349,345) | | **Net Loss Attributable to Shareholders** | ($4,820,580) | ($1,593,139) | | **Loss per Share (basic and diluted)** | ($2.06) | ($1.05) | [Consolidated Statements of Cash Flows](index=93&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For 2021, net cash used in operating activities was **$4.10 million**, while financing activities provided **$10.73 million**, resulting in a net increase in cash and cash equivalents of **$6.54 million** Consolidated Cash Flow Data (Year Ended December 31) | Metric | 2021 | 2020 | | :--- | :--- | :--- | | **Net cash used in operating activities** | ($4,098,266) | ($798,740) | | **Net cash used in investing activities** | ($82,790) | ($6,734) | | **Net cash provided by financing activities** | $10,725,016 | $741,760 | | **Increase (Decrease) in cash** | $6,542,317 | ($63,714) |

For the transition period from to Commission File No. 000-56100 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 SAVE FOODS, INC. (Exact name of registrant as specified in its charter) Delaware 26-4684600 (State or other jurisdiction of ...