As filed with the Securities and Exchange Commission on January 11, 2024 Registration No. 333-_______ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SAVE FOODS, INC. (Exact name of registrant as specified in its charter) Nevada 2000 26-4684680 (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer HaPardes 134 (Meshek Sander) Neve Yarak, Israel Telephone: (347) 468-9583 (Address, including zip code, an ...

As filed with the Securities and Exchange Commission on January 11, 2024 Registration No. 333-_______ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SAVE FOODS, INC. (Exact name of registrant as specified in its charter) Nevada 2000 26-4684680 (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the ...

Financial Performance - Revenues from product sales for the nine months ended September 30, 2023, were $157,618, down from $169,943 for the same period in 2022, a decrease of about 7.7%[21] - The net loss for the nine months ended September 30, 2023, was $5.47 million, compared to a net loss of $4.37 million for the same period in 2022, indicating an increase in losses of approximately 25%[21] - The company reported a comprehensive loss of $5,472,512 for the nine months ended September 30, 2023, compared to a loss of $4,372,949 for the same period in 2022, indicating an increase in losses of approximately 25%[29] - The company reported a comprehensive loss for the period of $3,036,028 for the nine months ended September 30, 2023, compared to a loss of $1,769,175 for the same period in 2022, indicating a worsening of approximately 71%[29] Assets and Equity - As of September 30, 2023, total assets decreased to $5.25 million from $6.49 million as of December 31, 2022, representing a decline of approximately 19.2%[18] - Total stockholders' equity decreased to $4.62 million as of September 30, 2023, from $5.74 million as of December 31, 2022, a decrease of about 19.5%[18] - Total stockholders' equity decreased to $4,617,830 as of September 30, 2023, down from $7,112,779 as of September 30, 2022, reflecting a decline of about 35%[26] - Cash and cash equivalents decreased to $1.93 million as of September 30, 2023, from $5.70 million as of December 31, 2022, a decline of approximately 66%[18] - Cash and cash equivalents at the end of the period were $1,980,829, a significant decrease from $6,739,686 at the end of September 2022, marking a decline of approximately 71%[29] Expenses - Research and development expenses surged to $1.83 million for the nine months ended September 30, 2023, compared to $521,239 for the same period in 2022, reflecting an increase of about 250%[21] - The company incurred selling and marketing expenses of $217,907 for the nine months ended September 30, 2023, down from $440,156 for the same period in 2022, a decrease of approximately 50.5%[21] - General and administrative expenses for the nine months ended September 30, 2023, totaled $1,116,165, with share-based compensation accounting for $497,905[92] - The company recorded share-based compensation expenses of $59,695 for the nine months ended September 30, 2023[73] - The company recorded share-based compensation expenses of $678,000 for the equity grant to executive officers, employees, directors, and consultants during the nine months ended September 30, 2023[81] Shareholder Actions - The company issued shares to employees and service providers amounting to $1,243,160 during the nine months ended September 30, 2023, compared to $641,463 in the same period of 2022, representing a 94% increase[29] - The company’s total shares outstanding increased from 679,687 as of September 30, 2022, to 1,445,558 as of September 30, 2023, reflecting a growth of approximately 113%[26] - The Company completed an underwritten public offering of 1,090,909 shares in May 2021, raising net proceeds of $10,457,862[31] - The Company completed a public offering of 1,600,000 shares for net proceeds of $4,103,330 on August 15, 2022[32] - On October 2, 2023, stockholders approved an amendment to increase the number of shares authorized under the 2022 Share Incentive Plan by 928,572 shares[102] Strategic Initiatives - The company is focusing on establishing strategic partnerships and expanding its global distribution network to enhance market presence[10] - Future growth may be impacted by the company's ability to achieve regulatory approvals in multiple countries, including the U.S. and several Latin American nations[10] - The Company has committed up to $1.2 million to support Nitrousink's commercialization efforts in collaboration with the Government of Israel[38] Financing and Debt - The Company entered into a Standby Equity Purchase Agreement with YA II PN, Ltd., allowing the Investor to purchase up to $3.5 million shares of Common Stock over 40 months at 94% of the lowest VWAP prior to each advance notice[12][85] - The company has a commitment amount of $3.5 million under a Purchase Agreement, with the ability to request advances up to $700,000[83] - The interest rate on the promissory note under the Purchase Agreement is set at 8% per annum[83] - The Company incurred an accumulated deficit of $28 million and has financed operations mainly through equity issuance[40] Going Concern - The Company has substantial doubt regarding its ability to continue as a going concern if sufficient financing is not secured[41] - Management expects continued losses and negative cash flows, with existing cash projected to fund operations until mid-Q3 2024[41] Market Conditions - Following the recent conflict in Israel, the Company anticipates potential adverse effects on its operations and economic standing due to disruptions in supply chains and manpower shortages[100][101] Miscellaneous - A one for seven reverse stock split was executed on October 5, 2023, affecting the Company's outstanding Common Stock[33] - The Company executed a reverse stock split of its Common Stock at a ratio of no less than 1-for-7 and no more than 1-for-10, effective October 5, 2023[102] - The fair value of the Company's investment in Plantify as of September 30, 2023, is $1,252,178, with changes in fair value reflecting a decrease of $95,512[55][57] - The fair value of the conversion feature loan as of September 30, 2023, was estimated at $42,700, with an expected volatility of 125.10% and a risk-free interest rate of 5.32%[66] - For the period from April 5, 2023, to September 30, 2023, the company recorded an unrealized loss of $87,576 on investment in a nonconsolidated subsidiary[70] - Plantify's revenue for the same period was $292,000, with a net loss of $1,612,000 and a loss from continuing operations of $942,000[71] - As of September 30, 2023, the company's current assets were $2,305,000, while current liabilities stood at $2,537,000[71] - The Company issued 20,000 shares of Common Stock to an Investor on November 6, 2023[104] - A consultant received 1,286 shares of Common Stock for services provided on November 8, 2023[104] - Liat Sidi was appointed as a Class II Director on November 12, 2023, serving until the 2026 annual meeting[104] - The board determined that Ms. Sidi is independent with no family relationships to other directors or executives[104] - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[177]

As filed with the Securities and Exchange Commission on October 26, 2023 Registration No. 333-274932 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SAVE FOODS, INC. (Exact name of registrant as specified in its charter) (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) Delaware 2000 26-4684680 HaPa ...

As filed with the Securities and Exchange Commission on October 26, 2023 Registration No. 333-274932 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SAVE FOODS, INC. (Exact name of registrant as specified in its charter) (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) Delaware 2000 26-4684680 HaPa ...

As filed with the Securities and Exchange Commission on October 11, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 incorporation or organization) Classification Code Number) Identification Number) (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer Delaware 2000 26-4684680 SAVE FOODS, INC. (Exact name of registrant as specified in its charter) Corporation Trust Center 1209 ...

As filed with the Securities and Exchange Commission on October 11, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SAVE FOODS, INC. (Exact name of registrant as specified in its charter) incorporation or organization) Classification Code Number) Identification Number) (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer Delaware 2000 26-4684680 HaPardes 134 (Meshek Sander) ...

Financial Performance - Total revenues from product sales for the six months ended June 30, 2023, were $157,618, an increase of 32.8% compared to $118,710 for the same period in 2022[20] - Gross profit for the six months ended June 30, 2023, was $87,865, representing a gross margin of 55.7%, compared to $63,863 and a gross margin of 53.8% for the same period in 2022[20] - The net loss attributable to the company's stockholders for the six months ended June 30, 2023, was $2,423,183, a decrease from a net loss of $2,586,420 for the same period in 2022[20] - For the six months ended June 30, 2023, the net loss was $2,436,484, an improvement from a net loss of $2,603,774 in the same period of 2022, representing a decrease of approximately 6.4%[27] - The company reported a basic and diluted loss per share of $0.42 for the six months ended June 30, 2023, compared to $0.91 for the same period in 2022[20] Expenses - Research and development expenses for the six months ended June 30, 2023, were $135,765, significantly reduced from $322,738 for the same period in 2022[20] - Selling and marketing expenses decreased to $157,921 for the six months ended June 30, 2023, from $323,049 in the same period of 2022, reflecting a cost reduction strategy[20] - The company reported a decrease in general and administrative expenses, totaling $438,030 in 2023 compared to $446,737 in 2022, with directors' compensation rising to $192,789 from $156,913[79] - Share-based compensation expenses for the six months ended June 30, 2023, totaled $678,000, primarily from the issuance of 1,000,000 shares of Common Stock[66] - The Company recorded costs of $14,247 related to stock-options compensation for employees and directors for the six months ended June 30, 2023[75] Cash Flow and Liquidity - Cash and cash equivalents as of June 30, 2023, were $2,969,707, down from $5,700,709 as of December 31, 2022[18] - Net cash used in operating activities was $1,634,418, a reduction from $2,355,007 in the prior year, indicating a decrease of about 30.6%[27] - The cash, cash equivalents, and restricted cash at the end of the period stood at $3,017,403, down from $4,428,720 at the end of the same period in 2022, a decline of approximately 31.9%[27] - Management anticipates that existing cash will be sufficient to fund operations until the middle of the third quarter of 2024, indicating a potential liquidity concern[34] Assets and Investments - Total assets decreased to $6,162,930 as of June 30, 2023, from $6,492,213 as of December 31, 2022[18] - The fair value of the investment in Plantify as of June 30, 2023, was reported at $903,371, reflecting a decrease of $26,429 since initial recognition[51] - The convertible loan's fair value increased to $1,149,900 as of June 30, 2023, with a change in fair value of $128,600 during the period[51] - The Company holds a 16.6% equity investment in Plantify, which is accounted for under the equity method, with fair value changes recognized in earnings[57] - As of June 30, 2023, Plantify's current assets were $1,178,000, while current liabilities stood at $2,365,000, indicating a working capital deficit[63] Strategic Partnerships and Agreements - The company is focused on establishing strategic partnerships and expanding its global distribution network to enhance market presence and product acceptance[12] - The company entered into a Securities Exchange agreement with Plantify on March 31, 2023, resulting in the issuance of 1,164,374 shares of common stock to Plantify, representing 19.99% of Save Foods' outstanding capital stock[54] - Save Foods agreed to lend C$1,500,000 (approximately $1,124,000) to Plantify under a debenture with an 8% annual interest rate, repayable over approximately 18 months[56] - A Standby Equity Purchase Agreement was entered into on July 23, 2023, allowing for the purchase of up to $3.5 million in common stock over 40 months[88] - The company has committed to support NewCo's commercialization efforts with up to $1.2 million in three conditional installments[93] Sales Performance - Sales in Mexico significantly increased to $109,824,000 in the first half of 2023, up 53.4% from $71,549,000 in 2022[83] - Sales to single customers exceeding 10% of total sales amounted to $151,378,000 for the first half of 2023, compared to $107,497,000 in 2022[84]

Financial Performance - Revenues from product sales for Q1 2023 were $121,010, compared to $87,630 in Q1 2022, representing an increase of 38%[20] - Gross profit for Q1 2023 was $78,264, up from $45,781 in Q1 2022, indicating a growth of 71%[20] - Operating loss for Q1 2023 was $1,743,653, compared to a loss of $1,345,674 in Q1 2022, reflecting an increase in losses of approximately 30%[20] - Net loss attributable to the Company's stockholders' equity for Q1 2023 was $1,713,678, compared to $1,329,750 in Q1 2022, which is an increase of about 29%[20] - For the three months ended March 31, 2023, the net loss was $1,721,549, compared to a net loss of $1,339,770 for the same period in 2022, representing an increase of approximately 28.5%[25] Cash and Assets - Cash and cash equivalents as of March 31, 2023, were $4,595,838, down from $5,700,709 as of December 31, 2022, a decrease of approximately 19%[18] - Total assets decreased to $5,471,548 as of March 31, 2023, from $6,492,213 as of December 31, 2022, a decline of about 16%[18] - Total cash, cash equivalents, and restricted cash decreased from $5,699,882 at the end of Q1 2022 to $4,644,600 at the end of Q1 2023, a decline of approximately 18.5%[25] Liabilities and Equity - Total liabilities as of March 31, 2023, were $696,922, down from $754,872 as of December 31, 2022, a decrease of approximately 8%[18] - The number of shares outstanding increased to 4,658,726 as of March 31, 2023, from 4,614,726 as of December 31, 2022[18] Expenses - Research and development expenses for Q1 2023 were $118,908, down from $209,362 in Q1 2022, a reduction of approximately 43%[20] - Selling and marketing expenses decreased to $69,146 in Q1 2023 from $178,136 in Q1 2022, a decrease of about 61%[20] Future Outlook - The company has an accumulated deficit of $25 million and expects to continue generating losses and negative cash flows for the foreseeable future[31][32] - Management believes existing cash will be sufficient to fund operations until mid-Q3 2024, indicating substantial doubt about the company's ability to continue as a going concern[32] - The company plans to secure additional financing through the sale of equity securities or strategic partnerships[33] Stock and Financing Activities - As of March 31, 2023, the company had 234,674 stock options outstanding with an average exercise price of $3.00[44] - The company issued 1,000,000 shares of Common Stock in April 2023, valued at approximately $678,000 based on the share price at the time of issuance[43] - On March 31, 2023, the Company entered into a Securities Exchange agreement with Plantify, resulting in the issuance of 1,164,374 shares of Common Stock to Plantify, representing 19.99% of Save Foods' outstanding capital stock prior to the Closing[58] - Plantify issued 30,004,349 common shares to the Company, also representing 19.99% of Plantify's outstanding capital stock prior to the Closing[58] - The Company agreed to lend C$1,500,000 (approximately $1,124,000) to Plantify at an annual interest rate of 8%, repayable over approximately 18 months[59] - The Debenture has a maturity date of October 4, 2024, with the Principal convertible into common shares of Plantify at C$0.05 per share within the first year[59] - On April 3, 2023, the Company issued 147,059 restricted shares of Common Stock to EU Agritech[60] - The Company issued 19,000 shares of Common Stock following Board approval on April 3, 2023[60] - An equity grant of 1,000,000 shares of Common Stock was approved for executive officers, employees, directors, and consultants on April 3, 2023[60]

Financial Performance - Total revenue for the year ended December 31, 2022 was $394,004, a decrease of $44,137, or 10%, compared to $438,141 in 2021[369] - Cost of sales for 2022 was $158,313, an increase of $22,370, or 16%, compared to $135,943 in 2021[371] - Gross profit for 2022 was $235,691, a decrease of $66,507, or 22%, compared to $302,198 in 2021[372] - Total comprehensive loss for 2022 was $5,779,841, an increase of $914,465, or 19%, compared to $4,865,376 in 2021[377] Expenses - Research and development expenses for 2022 were $770,826, an increase of $232,142, or 43%, compared to $538,684 in 2021[373] - Selling and marketing expenses for 2022 were $567,598, an increase of $367,299, or 183%, compared to $200,299 in 2021[374] - General and administrative expenses for 2022 were $4,716,909, an increase of $450,055, or 11%, compared to $4,266,854 in 2021[375] Cash Flow - Net cash used in operating activities for 2022 was $5,097,126, an increase of $983,819 compared to $4,113,307 in 2021[386] - Cash balance as of December 31, 2022 was $5,700,709, a decrease from $6,750,938 as of December 31, 2021[385] - Net cash provided by financing activities for 2022 was $4,094,940, a decrease from $10,725,016 in 2021[388] Financing Activities - The company entered into a Securities Purchase Agreement on June 24, 2020, issuing 67,369 units at a price of $7.63 per unit, consisting of one share of Common Stock and one warrant with an exercise price of $8.40[390] - On September 23, 2020, the company issued 13,107 units at a price of $7.63 per unit to Medigus, with an additional investment of up to $25,000 contingent on a proof of concept procedure[392] - The company raised $125,000 through convertible promissory notes in September 2020, with a 5% annual interest rate, maturing in three years or upon a deemed liquidation event[393] - In October 2020, the company entered into convertible loan agreements for an aggregate principal amount of $100,000, also bearing a 5% interest rate and following a similar repayment structure as the September 2020 Notes[395] - The January 2021 Notes raised $274,000 with the same terms as previous convertible notes, including a 5% interest rate and a three-year maturity[396] Future Outlook - As of December 31, 2022, the company's cash and cash equivalents were $5,700,709, expected to fund operations until at least December 2024[399] - Future capital requirements will depend on the progress and costs of research and development, manufacturing costs, and regulatory approval timelines[400]