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, 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. 000-56100

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

(Registrant’s telephone number, including area code)

n/a

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of exchange on which registered
Common Stock, Par value $0.0001 per share		SVFD		The Nasdaq Capital Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐	Large accelerated filer	☐	Accelerated filer
☒	Non-accelerated filer	☒	Smaller reporting company
		☒	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 30, 2022, the registrant had 2,876,136 shares of common stock, par value $0.0001 (the “Common Stock”) issued and outstanding.

As used in this Quarterly Report and unless otherwise indicated, the terms “Save Foods,” “we,” “us,” “our,” or “our Company” refer to Save Foods, Inc. and Save Foods Ltd., the 98.48% owned subsidiary of Save Foods, Inc. Unless otherwise specified, all dollar amounts are expressed in United States dollars.

Save Foods, Inc.

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

		Page
Cautionary Note Regarding Forward-Looking Statements		3

PART I - FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Interim Financial Statements (unaudited)	5

	Condensed Consolidated Interim Balance Sheets (unaudited)	6

	Condensed Consolidated Interim Statements of Comprehensive Loss (unaudited)	7

	Condensed Consolidated Interim Statements of Stockholders’ Equity (unaudited)	8

	Condensed Consolidated Interim Statements of Cash Flows (unaudited)	9

	Notes to Condensed Consolidated Interim Financial Statements	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	23

Item 4.	Control and Procedures	23

PART II - OTHER INFORMATION

Item 1A.	Risk Factors	24

Item 6.	Exhibits	24

SIGNATURES		25

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information set forth in this Quarterly Report on Form 10-Q, including in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere herein may address or relate to future events and expectations and as such constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements which are not historical reflect our current expectations and projections about our future results, performance, liquidity, financial condition, prospects and opportunities and are based upon information currently available to us and our management and their interpretation of what is believed to be significant factors affecting our business, including many assumptions regarding future events. Such forward-looking statements include statements regarding, among other things:

●	our expectations regarding our short and long-term capital requirements;

●	our history of operating losses and expectation to incur additional losses in the future;

●	our ability to raise additional capital to meet our liquidity needs;

●	because of our limited operating history, we may not be able to successfully operate our business or execute our business plan;

●	our products and technology requiring additional trials;

●	commercial success of our new generation products, as well as any future products, depends upon the degree of market acceptance by the packing house community as well as by other prospect markets and industries

●	our ability to comply with the continued listing standards of the Nasdaq Capital Market;

●	sales of our products;

●	the size and growth of our product market;

●	our marketing plans;

●	our activity in the civilian market;

●	our ability to obtain market acceptance of our environmentally friendly solutions for fruits and vegetables;

●	our inability to respond effectively to technological changes in our industry, which could reduce the demand for our products;

●	our ability to satisfy or maintain compliance in the U.S. (including the U.S. Food and Drug Administration, the United States Environmental Protection Agency and the California Department of Pesticide Regulation), and international regulatory requirements and obtain required approvals for sales or exports of our products;

●	our ability to achieve regulatory approvals and registration in the United States and abroad (Mexico, Israel, Spain and Italy), which might take longer than expected;

●	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 reliance on a limited number of suppliers to produce certain key components of our products;

●	our plans to continue to invest in research and development;

●	our ability to establish and maintain strategic partnerships with third parties, including for the distribution of products;

●	our ability to establish sales, marketing and distribution capabilities or enter into successful relationships with third parties to perform these services;

●	our reliance on rapidly establishing global distributorship network in order to effectively market our products;

●	results of our early tests may not be indicative of results in future tests and we cannot assure you that any planned or future tests will lead to results sufficient for the necessary regulatory approvals;

●	inherent dangers in production and transportation of hydrogen peroxide and highly concentrated organic acids could cause disruptions and could expose us to potentially significant losses, costs or other liabilities;

●	our ability to attract and retain sufficient, qualified personnel;

●	our ability to obtain or maintain patents or other appropriate protection for the intellectual property;

●	our ability to grow both domestically and internationally;

●	our ability to adequately support future growth;

●	potential product liability or intellectual property infringement claims;

●	our business and operations may be affected by climate change conditions, which could materially harm our financial results;

●	risks relating to portfolio concentration;

●	risks relating to international expansion of our business and operations;

●	the effect of COVID-19 on our business; and

●	information with respect to any other plans and strategies for our business.

Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “should,” “would,” “could,” “scheduled,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “seek,” or “project” or the negative of these words or other variations on these words or comparable terminology. Actual results, performance, liquidity, financial condition and results of operations, prospects and opportunities could differ materially and perhaps substantially from those expressed in, or implied by, these forward-looking statements as a result of various risks, uncertainties and other factors. These statements may be found under the section of our Annual Report on Form 10-K for the year ended December 31, 2021 (filed on March 31, 2022) (“2021 Annual Report”) entitled “Risk Factors” as well as in our other public filings.

In light of these risks and uncertainties, and especially given the start-up nature of our business, there can be no assurance that the forward-looking statements contained herein will in fact occur. Readers should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

On February 23, 2021, we implemented a one-for-seven reverse stock split of our Common Stock pursuant to which holders of our Common Stock received one share of our Common Stock for every seven shares of Common Stock held. Unless the context expressly dictates otherwise, all references to share and per share amounts referred to herein reflect the reverse stock split.

PART I – FINANCIAL INFORMATION

Item 1. Condensed Consolidated Interim Financial Statements (unaudited).

SAVE FOODS, INC.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

AS OF JUNE 30, 2022

IN U.S. DOLLARS

TABLE OF CONTENTS

	Page
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS:

Unaudited Condensed Consolidated Interim Balance Sheets	6
Unaudited Condensed Consolidated Interim Statements of Comprehensive Loss	7
Unaudited Condensed Consolidated Interim Statements of Stockholders’ Equity	8
Unaudited Condensed Consolidated Interim Statements of Cash Flows	9
Notes to Unaudited Condensed Consolidated Interim Financial Statements	10 - 16

SAVE FOODS, INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS

(U.S. dollars except share and per share data)


	June 30,			December 31,
	2022			2021
Assets
Current Assets
Cash and cash equivalents		4,378,434			6,750,938
Restricted cash		50,286			56,674
Accounts receivable, net		31,080			172,630
Inventories		36,305			22,603
Other current assets		506,755			226,252
Total Current assets		5,002,860			7,229,097

Right-of-use asset arising from operating lease		151,410			129,613

Property and equipment, net		109,120			100,944

Funds in respect of employee rights upon retirement		126,339			137,625
Total assets		5,389,729			7,597,279

Liabilities and Shareholders’ Equity
Current Liabilities
Short-term loan from banking institutions		3,748			8,390
Accounts payable		482,567			539,360
Other liabilities		289,436			383,554
Total current liabilities		775,751			931,304
Operating lease liabilities		75,149			87,287

Liability for employee rights upon retirement		150,141			166,077

Total liabilities		1,001,041			1,184,668

Stockholders’ Equity
Common Stock $ 0.0001 par value per share (“Common Stock”): 495,000,000 shares authorized as of June 30, 2022 and December 31, 2021; issued and outstanding 2,876,136 and 2,806,536 shares as of June 30, 2022 and December 31, 2021, respectively.		289			281
Preferred Stock $ 0.0001 par value per share (“Preferred Stock”): 5,000,000 shares authorized as of June 30, 2022 and December 31, 2021; issued and outstanding 0 shares as of June 30, 2022 and December 31, 2021.		-			-
Additional paid-in capital		24,186,496			23,607,503
Foreign currency translation adjustments		(26,275	)		(26,275	)
Accumulated deficit		(19,684,647	)		(17,098,227	)
Total		4,475,863			6,483,282
Non-controlling interests		(87,175	)		(70,671	)
Total stockholders’ equity		4,388,688			6,412,611
Total liabilities and stockholders’ equity		5,389,729			7,597,279

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

SAVE FOODS, INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS

(U.S. dollars except share and per share data)


	Six months ended						Three months ended
	June 30						June 30
	2022			2021			2022			2021

Revenues from sales of products		118,710			177,477			31,080			54,403
Cost of sales		(54,847	)		(14,287	)		(12,998	)		(11,354	)
Gross profit		63,863			163,190			18,082			43,049
Research and development expenses		(322,738	)		(296,533	)		(113,376	)		(226,742	)
Selling and marketing expenses		(323,049	)		(33,409	)		(144,913	)		(18,712	)
General and administrative expenses		(2,040,682	)		(1,672,707	)		(1,036,725	)		(1,419,736	)
Operating loss		(2,622,606	)		(1,839,459	)		(1,276,932	)		(1,622,141	)
Financing income (expenses), net		18,832			(156,061	)		12,928			120,916
Comprehensive loss		(2,603,774	)		(1,995,520	)		(1,264,004	)		(1,501,225	)
Less: net loss attributable to non-controlling interests		17,354			21,677			7,334			19,784
Net loss attributable to the Company’s stockholders’ equity		(2,586,420	)		(1,973,843	)		(1,256,670	)		(1,481,441	)

Loss per share (basic and diluted)		(0.91	)		(1.05	)		(0.44	)		(0.69	)

Basic and diluted weighted average number of shares of Common Stock outstanding		2,841,027			1,884,365			2,862,562			2,158,915

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

SAVE FOODS, INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(U.S. dollars, except share and per share data)


	Number of shares (*)		Amount		Additional paid-in capital		Foreign currency translation adjustments			Accumulated deficit			Total Company’s stockholders’ equity			Non-controlling interests			Total stockholders’ equity

BALANCE AT DECEMBER 31, 2021		2,806,536		281		23,607,503		(26,275	)		(17,098,227	)		6,483,282			(70,671	)		6,412,611

Issuance of shares to employees and services providers		35,500		4		279,139		-			-			279,143			591			279,734
Share based compensation to employees and directors		-		-		11,642		-			-			11,642			180			11,822
Comprehensive loss for the period		-		-		-		-			(1,329,750	)		(1,329,750	)		(10,020	)		(1,339,770	)
BALANCE AT MARCH 31, 2022		2,842,036		285		23,898,284		(26,275	)		(18,427,977	)		5,444,317			(79,920	)		5,364,397
Issuance of shares to employees and services providers		34,100		4		283,114		-			-			283,118			-			283,118
Share based compensation to employees and directors		-		-		5,098		-			-			5,098			79			5,177
Comprehensive loss for the period		-		-		-		-			(1,256,670	)		(1,256,670	)		(7,334	)		(1,264,004	)
BALANCE AT JUNE 30, 2022		2,876,136		289		24,186,496		(26,275	)		(19,684,647	)		4,475,863			(87,175	)		4,388,688

	Number of shares		Amount		Additional paid-in capital		Foreign currency translation adjustments			Accumulated deficit			Total Company’s stockholders’ equity			Non-controlling interests			Total stockholders’ equity

BALANCE AT DECEMBER 31, 2020		1,606,765		161		11,867,585		(26,275	)		(12,277,647	)		(436,176	)		(29,277	)		(465,453	)

Share based compensation for employees and directors		-		-		83,605		-			-			83,605			895			84,500
Comprehensive loss for the period		-		-		-		-			(492,402	)		(492,402	)		(1,893	)		(494,295	)
BALANCE AT MARCH 31, 2021		1,606,765		161		11,951,190		(26,275	)		(12,770,049	)		(844,973	)		(30,275	)		(875,248	)

Issuance of shares, net of issuance costs of $1,542,138		1,090,909		109		10,457,753		-			-			10,457,862			-			10,457,862
Conversion of convertible loans		66,877		7		648,403		-			-			648,410			-			648,410
Stock based compensation to employees and directors		-		-		60,227		-			-			60,227			1,331			61,558
Share based compensation for services providers		12,000		1		126,599		-			-			126,600			-			126,600
Comprehensive loss for the period		-		-		-		-			(1,481,441	)		(1,481,441	)		(19,784	)		(1,501,225	)
BALANCE AT JUNE 30, 2021		2,776,551		278		23,244,172		(26,275	)		(14,251,490	)		8,966,685			(48,728	)		8,917,957

(*)

See note 3(9)

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

SAVE FOODS, INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(U.S. dollars except share and per share data)


	Six months ended
	June 30,
	2022			2021

CASH FLOWS FROM OPERATING ACTIVITIES:
Loss for the period		(2,603,774	)		(1,995,520	)
Adjustments required to reconcile net loss for the period to net cash used in operating activities:
Depreciation and amortization		18,792			9,609
Decrease in liability for employee rights upon retirement		(15,935	)		(4,863	)
Issuance of shares to employees and services providers		491,042			126,601
Share based compensation to employees and directors		16,999			146,057
Expenses on convertible loans		-			115,972
Interest expenses on loans		(677	)		-
Exchange rate differences on operating leases		(15,474	)		202
Decrease in accounts receivable		141,550			93,538
Decrease (increase) in inventory		(13,702	)		1,120
Increase in other current assets		(208,693	)		(680,679	)
Increase (decrease) in accounts payable		(52,556	)		117,786
Increase (decrease) in other liabilities		(112,579	)		352,548
Net cash used in operating activities		(2,355,007	)		(1,717,629	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(26,968	)		-
Decrease in funds in respect of employee rights upon retirement		11,287			4,375
Net cash provided by (used in) investing activities		(15,681	)		4,375

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible loans		-			274,000
Repayments of long-term loans from banking institutions		(3,965	)		(3,852	)
Proceeds from stock issued for cash, net of issuance costs of $1,502,138		-			10,497,862
Net cash provided by (used in) financing activities		(3,965	)		10,768,010
Effect of exchange rate changes on cash and cash equivalents		(4,239	)		8,144

INCREASE (DECREASE) IN CASH , CASH EQUIVALENTS AND RESTRICTED CASH		(2,378,892	)		9,062,900

CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF YEAR		6,807,612			242,900

CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD		4,428,720			9,305,800

Supplemental disclosure of cash flow information:
Non cash transactions:
Issuance of shares for future services		71,810			-
Initial recognition of operating lease right-of-use assets		56,671			-
Initial recognition of operating lease liability		56,671			-
Conversion of convertible loans		-			648,410
Deferred issuance expenses		-			40,000

The accompanying notes are an integral part of the condensed consolidated interim financial statements

SAVE FOODS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

NOTE 1 - GENERAL

Save Foods, Inc. (the “Company”) was incorporated on April 1, 2009, under the laws of the State of Delaware. On April 27, 2009, the Company acquired from its stockholders 98.48% of the issued and outstanding shares of Save Foods Ltd., including preferred and Common Stock. Save Foods Ltd. was incorporated in 2004 and commenced its operations in 2005. Save Foods Ltd. develops, produces, and focuses on delivering innovative solutions for the food industry aimed at improving food safety and shelf life of fresh produce. The Company and Save Foods Ltd. (collectively, the “Group”).

On May 13, 2021, the Company completed an underwritten public offering of 1,090,909 shares of its Common Stock for net proceeds of $10,457,862. Commencing on May 14, 2021, The Company’s common stock was listed on the Nasdaq Capital under the symbol “SVFD”.

Effects of the spread of the coronavirus

The COVID-19 pandemic continues to create business and economic uncertainty and volatility in the global markets. Many countries around the world are experiencing further outbreaks of the pandemic, following which governments are once again imposing various restrictions. At the same time, there is a recovery trend in the volume of economic activity around the world that leads on one hand, to significant demand for certain products and services and on the other hand, disruptions to worldwide supply chain routes and some raw materials. The Group continues to take measures to ensure the health and safety of its employees, suppliers, other business partners and the communities in which it operates in order to ensure, among others, the operation level, the proper functioning of its facilities and to minimize the pandemic’s potential impact on its business. Manufacturing continues at the Group’s sites without interruptions. However, there is still a difficulty in assessing the future impacts of the pandemic on the Group’s operations, inter alia, in light of the uncertainty of its duration, the extent of its intensity and effects on global supply chains and global markets, and additional countermeasures that may be taken by governments and central banks.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

Basis of presentation

The condensed interim consolidated financial statements included in this quarterly report are unaudited. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for a fair statement of the Company’s financial position as of June 30, 2022, and its results of operations for the three and six months ended June 30, 2022, and 2021, changes in shareholders’ equity for the three and six months ended June 30, 2022 and 2021, and cash flows for the six months ended June 30, 2022 and 2021. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any other future annual or interim period. These financial statements should be read in conjunction with the audited financial statements included in the Company’s Form 10--K for the year ended December 31, 2021 as filed with the SEC. The Company’s significant accounting policies are disclosed in the audited financial statements for the year ended December 31, 2021 included in the Company’s Form 10-K. Since the date of such financial statements, there have been no changes to the Company’s significant accounting policies.

SAVE FOODS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

NOTE 2 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continue)

Use of Estimates

The preparation of unaudited condensed consolidated interim financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions relate to share based compensation.

NOTE 3 – COMMON STOCK

	1.	On January 31, 2022, following the Board of Directors of Save Foods Ltd.’s appointment of Mr. Joachim Fuchs as the Chairman of the Board of Directors of Save Foods Ltd, the Board of Directors of the Company (the “Board”) approved the nomination and his consulting agreement. Based on the consulting agreement Mr. Joachim Fuchs is entitled to a monthly fee of NIS5,000 (approximately $1,600) and subject to the approval of the Board, 9,000 shares of common stock and in addition, subject to the terms of the equity incentive plan to be adopted by the Company, options to purchase 1.5% of the Company’s’ outstanding capital stock of which (1) 0.5% of such options shall have an exercise price of $1 and shall be vested in 4 equal quarters during the 12 months period commencing the Effective Date (January 1, 2022), (2) 0.5% of such options shall have an exercise price of $1.25 and shall be vested in 4 equal quarters during the 12 months period following the 12 month anniversary of the Effective Date, (3) 0.5% of such options shall have an exercise price of $1.5 and shall be vested in 4 equal quarters during the 12 months period following the 24 month anniversary of the Effective Date. On March 24, 2022 the Company issued to Mr. Joachim Fuchs 9,000 shares of common stock. The Company determined the value of the shares at $38,790.

	2.	On February 1, 2022, the Company entered into a Letter Agreement with a consultant according to which the Consultant will provide the Company with public relations, branding and other services as detailed in the Letter Agreement. As consideration for the services, the Company will issue the Consultant, a warrant to purchase up to an aggregate of 77,400 shares of Common Stock of the Company, at an exercise price of $0.05 each (the “February 2022 Warrant”). The February 2022 Warrant will be issuable in five equal tranches, 15,480 warrant shares upon signing of the agreement or the approval of the agreement by the Board, whichever is later and four additional quarterly installments ending in February 2023. In addition, the Company has provided the Consultant anti-dilution rights if at any time after both the (a) the approval of the agreement and (b) the Company having exceeded 3,000,000 shares of common stock. In such event the Consultant shall receive for no consideration additional securities necessary to maintain a fully-diluted ownership percentage (as defined in the Letter Agreement). In addition, the consultant is entitled to convert the February 2022 Warrant into cash, except for the portion of the February 2022 Warrant issuable upon signing of the agreement, upon providing the Company with advance notice of at least 45 days prior to each exercise date, an amount not to exceed 33% of the Warrant Shares due to vest, based on the share price of the Company less the exercise price, with a maximum cash conversion amount of $20,000 for each tranche.

SAVE FOODS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

NOTE 3 –

COMMON STOCK (continue)

As of June 30, 2022, the consultant did not elect to utilize the cash exercise option

The fair value of the February 2022 Warrant was determined based on the Company’s share price as of the date of the agreement using the Black-Scholes pricing model, assuming a risk-free rate of 1.35%, a volatility factor of 52.14%, dividend yields of 0% and an expected life of 0.75 years and was calculated at $332,859.

During the six months ended June 30, 2022, the Company recorded $105,358 as share based compensation expenses in respect of the February 2022 Warrant and share based compensation in the amount of $33,334, related to the cash exercise option.

On July 28, 2022 the Company and the Consultant entered into an Amendment to the Letter Agreement – see note 7 below.

	3.	On March 10, 2022, the Company entered into an Investor Relations Agreement (the “March IR Agreement”) with a consultant for a period of 12 months. According to the Agreement, the Company will pay the Consultant for his services a monthly fee of $11,000 and in addition, 14,000 shares of Common Stock of the Company, upon execution of the agreement. The shares were issued on March 10, 2022. The Company determined the value of the shares at $103,600. During the period of six months ended June 30, 2022, the Company recorded share based compensation expenses of $31,790 and the remaining amount was recorded as prepaid expenses under other current assets.

		On June 27, 2022 the Company and the consultant, signed an amendment to the March IR Agreement, according to which the monthly cash payment for the three months ended September 30, 2022 would be $5,500.

	4.	On January 27, 2022, and on May 2, 2022, the Company issued an aggregate of 25,000 shares under its October 1, 2021, consulting agreement. During the six months ended June 30, 2022, the Company recorded share based compensation expenses of $136,000 in respect of the above agreement.

		On June 8, 2022 the Company decided to terminate the consulting agreement.

	5.	On April 1, 2022, the Company entered into an Investor Relations Agreement (the “April IR Agreement”) with a Consultant for a period of 90 days. According to the April IR Agreement, the Company will pay the Consultant for his services a monthly fee of $15,000 and in addition, 12,000 shares of Common Stock of the Company, upon execution of the agreement. The shares were issued on May 2, 2022. The Company estimated the value of the shares issued at $66,000 based on the share price on the agreement date.

In addition, the Company will issue warrants to purchase 60,000 shares of Common Stock of the Company, of which (a) 20,000 warrants shall vest upon the laps of 12 months with an exercise price of $8, (b) 20,000 warrants shall vest upon the laps of 18 months with an exercise price of $9.50, and (c) 20,000 warrants shall vest upon the laps of 24 months with an exercise price of $11.

The fair value of the April Warrant was determined based on the Company’s share price as of the date of the agreement using the Black-Scholes pricing model, assuming a risk-free rate between 1.72% to 2.44%, a volatility factor between 52.14% to 63.36%, dividend yields of 0% and an expected life between 1 to 2 years and was calculated at $40,350.

SAVE FOODS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

NOTE 3 –

COMMON STOCK (continue)

On June 26, 2022, the Company entered into an amendment to the April IR Agreement, according to which the Company shall engage the Consultant for additional period of 90 days commencing July 1, 2022. According to the amendment to the April IR Agreement, the Company will pay the Consultant for his services a monthly fee of $3,333 and in addition, issued 12,000 shares of Common Stock of the Company, upon execution of the amendment.

In addition, the Company will issue warrants to purchase 40,000 shares of Common Stock of the Company, of which (a) 20,000 warrants shall vest upon the laps of 6 months with an exercise price of $4.50, (b) 20,000 warrants shall vest upon the laps of 12 months with an exercise price of $6.

	6.	On May 2, 2022, the Company issued 600 shares under its June 15, 2021 consulting agreement as detailed in the financial statements for the year ended December 31, 2021.

	7.	On May 18, 2022, the Company issued 9,000 shares to a consultant, based on the May 11, 2022 board resolution. The shares were estimated at $39,420 based on the share price of the resolution date.

	8.	On January 9, 2022 the Company entered into a Strategic consulting and Corporate Digital Marketing agreement (the “Consulting Agreement”) with a Consultant for a period of 12 months. According to the Consulting Agreement, the Company agreed to pay the Consultant for his services a monthly fee of $4,250. On June 13, 2022, the Company and the Consultant entered into an amendment to the Consulting Agreement according to which, effective July 1, 2022, and for the remaining period of the Consulting Agreement, the Company shall issue the Consultant (a) 6,000 restricted shares of common stock, and (b) restricted common stocks representing $19,125 which amount shall be calculated based on the average closing bid price of the Company’s common stock during the 10 trading days period prior to October 10, 2022 provided however that the number of shares to be issued shall not be less than 6,000 shares of common stock. See note 7, as to shares issued after balance sheet date.

	9.	On February 23, 2021, the Company amended its Certificate of Incorporation to effect a 7 to 1 reverse stock split of the Company’s outstanding Common Stock. All share, stock option and per share information in these consolidated financial statements have been presented to reflect the stock split.

SAVE FOODS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

NOTE 4 – STOCK OPTIONS

The following table presents the Company’s stock option activity for employees and directors of the Company for the three and six months ended June 30, 2022:

SCHEDULE OF STOCK OPTION ACTIVITY

	Number of Options		Weighted Average Exercise Price
Outstanding at December 31, 2021		192,576		3.38
Granted		-		-
Exercised		-		-
Forfeited or expired		-		-
Outstanding at June 30, 2022		192,576		3.38
Number of options exercisable at June 30, 2022		191,981		3.38

The aggregate intrinsic value of the awards outstanding as of June 30, 2022 is $27,863. These amounts represent the total intrinsic value, based on the Company’s stock price of $3.38 as of June 30, 2022, less the weighted exercise price.

Costs incurred in respect of stock-based compensation for employees and directors, for the six months ended June 30, 2022 and 2021 were $16,999 and $146,057, respectively.

SAVE FOODS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

NOTE 5 – RELATED PARTIES

A. Transactions and balances with related parties


	Six months ended June 30,
	2022		2021

General and administrative expenses:
Directors compensation		156,913		22,217
Salaries and fees to officers		289,824		70,145
		(*) 446,737		(*) 92,362

(*) of which share based compensation		48,931		6,533

Research and development expenses:
Salaries and fees to officers		(*) 54,572		-

(*) of which share based compensation		2,921		-

Selling and marketing expenses:
Salaries and fees to officers		(*) 54,572		-

(*) of which share based compensation		2,921		-

B. Balances with related parties and officers:

Other accounts payables

89,806

173,526

C. Other information:

On April 17, 2022, the Board resolved to appoint Ms. Lital Barda, the Company’s current financial controller, as the Company’s CFO, Treasurer and Secretary, which appointment entered into effect on April 18, 2022. In connection with Ms. Barda’s appointment as the Company’s CFO, Treasurer and Secretary, the Board resolved to approve the following terms of compensation, effective immediately upon the effectiveness of Ms. Barda’s appointment: (a) a monthly base salary of NIS 25,000 and (b) a grant of options to purchase such number of shares of the Company’s common stock, par value $0.0001 per share, as shall be agreed upon between Ms. Barda and the Board on a future date, and which shall be in accordance with the terms of the Company’s future equity incentive plan.

SAVE FOODS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

NOTE 6 – GEOGRAPHIC AREAS AND MAJOR CUSTOMERS

A. Information on sales by geographic distribution:

The Company has one operating segment. Sales are attributed to geographic distribution based on the location of the customer.


	Six months ended June 30,				Three months ended June 30,
	2022		2021		2022		2021

Israel		11,213		-		-		-
United States		35,948		84,674		-		-
Mexico		71,549		92,803		31,080		54,403
Revenues from sales of products		118,710		177,477		31,080		54,403

B. Sales to single customers exceeding 10% of sales (US$):

SCHEDULE OF SALES TO CUSTOMERS


	Six months ended June 30,				Three months ended June 30,
	2022		2021		2022		2021

Customer A		71,549		92,803		31,080		54,403
Customer B		35,948		84,674		-		-
Revenues from sales of products		107,497		177,477		31,080		54,403

NOTE 7 – SUBSEQUENT EVENTS

	1.	On July 11, 2022, the Company issued 6,000 shares to a consultant under its January 9, 2021 consulting agreement.

	2.	On July 28, 2022 the Company entered into an Amendment to the Letter Agreement detailed in note 3(2) above according to which the Consultant shall be entitled to 30,960 February 2022 Warrants already vested under the Letter Agreement and no further February 2022 Warrant shall be issued or issuable. The Consultant shall be entitled to a per hour fee with a minimum aggregate compensation amounting to $30,600 for the period of 6 months commencing on August 1, 2022.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Readers are advised to review the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated interim financial statements (unaudited) and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the consolidated financial statements and related notes thereto in our 2021 Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements”. You should review the “Risk Factors” section of our 2021 Annual Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Furthermore, certain disclosures and references made herein apply to Save Foods Ltd., the subsidiary of Save Foods, Inc. The primary business activities and operations discussed herein are performed by Save Foods Ltd., whereas Save Foods, Inc. operates as a holding company and is the Registrant for purposes of this Quarterly Report on Form 10-Q.

We develop eco-friendly “green” solutions for the food industry. Our solutions are developed to improve the food safety and shelf life of fresh produce. We do this by controlling human and plant pathogens, thereby reducing spoilage, and in turn, reducing food loss.

Our products are based on a proprietary blend of food acids which have a synergistic effect when combined with certain types of oxidizing agent-based sanitizers and fungicides at low concentrations. Our green treatments are capable of cleaning, sanitizing and controlling pathogens on fresh produce with the goal of making them safer for human consumption and extending their shelf life by reducing their decay. One of the main advantages of our products is that our ingredients do not leave any toxicological residues on the fresh produce we treat. In contrary, by forming a temporary protective shield around the fresh produce we treat, our products make it difficult for pathogens to develop and potentially provide protection which also reduces cross-contamination.

Our Common Stock is listed on the Nasdaq Capital Market under the symbol “SVFD.”

Results of Operations

Components of Results of Operation

Revenues and Cost of Revenues

Our total revenue consists of products and our cost of revenues consists of cost of products.

The following table discloses the breakdown of revenues and costs of revenues:

	Six Months Ended June 30,						Three Months Ended June 30,
U.S. dollars in thousands, except share and per share data	2022			2021			2022			2021

Revenues from sales of products		118,710			177,477			31,080			54,403
Cost of sales		(54,847	)		(14,287	)		(12,998	)		(11,354	)
Gross profit		63,863			163,190			18,082			43,049

Operating Expenses

Our operating expenses consist of three components — research and development expenses, selling and marketing expenses and general and administrative expenses.

Research and Development Expenses

Our research and development expenses consist primarily of salaries and related personnel expenses, laboratory and field tests, professional fees and other related research and development expenses.

	Six Months Ended June 30,				Three Months Ended June 30,
U.S. dollars in thousands	2022		2021		2022		2021
Salaries and related expenses		173,557		17,927		58,742		15,841
Share based compensation		2,921		31,344		973		13,428
Professional fees		41,633		210,932		17,331		179,918
Laboratory and field tests		54,483		7,376		13,488		1,116
Depreciation		35,267		13,899		17,477		7,133
Other expenses		14,877		15,055		5,365		9,307
Total		322,738		296,533		113,376		226,742

We expect that our research and development expenses will increase as we continue to develop our products and services, field trials and recruit additional research and development employees.

Selling and Marketing Expenses

Selling and marketing expenses consist primarily of salaries and related expenses, professional fees and other expenses.

	Six Months Ended June 30,				Three Months Ended June 30,
U.S. dollars in thousands	2022		2021		2022		2021
Salaries and related expenses		150,965		3,414		68,705		2,637
Share based compensation		2,921		791		2,142		329
Professional fees		86,975		6,750		31,354		4,850
Commissions		8,135		9,060		2,669		4,260
Travel abroad		29,627		-		16,065		-
Transport and storage		15,855		10,339		8,037		5,026
Other expenses		28,571		3,055		15,941		1,610
Total		323,049		33,409		144,913		18,712

We expect that our selling and marketing expenses will increase as we continue to increase our selling and marketing efforts including commercial validation pilots and recruit additional employees or contractor to support our selling and marketing efforts in our targeted geographical areas.

General and Administrative Expenses

General and administrative expenses consist primarily of professional services, share based compensation, insurance and other non-personnel related expenses.

	Six Months Ended June 30,				Three Months Ended June 30,
U.S. dollars in thousands	2022		2021		2022		2021
Professional services		1,165,349		1,345,163		612,653		1,181,209
Share based compensation		397,655		112,738		207,636		47,309
Salaries and related expenses		159,464		32,056		68,685		32,056
Insurance		246,030		147,125		110,155		128,217
Other expenses		72,184		35,625		37,596		30,945
Total		2,040,682		1,672,707		1,036,725		1,419,736

Three months ended June 30, 2022 compared to three months ended June 30, 2022

Revenues

Revenues for the three months ended June 30, 2022 were $31,080, a decrease of $23,323, or 43%, compared to $54,403 during the three months ended June 30, 2021. The decrease is mainly a result of a decrease in sales due to weather conditions, which caused a reduction in citrus production.

We do not have backlogs or firm commitments from our customers for our products. Our sales might deteriorate if we fail to achieve commercial success or obtain regulatory approval of any of our products.

Cost of Sales

Cost of sales consists primarily of salaries, materials, transportation and overhead costs of manufacturing our products. Cost of revenues for the three months ended June 30, 2022 was $12,998, an increase of $1,644, or 14%, compared to total cost of revenues of $11,354 for the three months ended June 30, 2021. The increase is mainly a result of our increase in materials, offset by a decrease in salaries for the three months ended June 30, 2022.

Gross Profit

Gross profit for the three months ended June 30, 2022 was $18,082, a decrease of $24,967, or 58%, compared to gross loss of $43,049 for the three months ended June 30, 2021. The decrease is mainly a result of the decrease in revenues as detailed above under the heading “Revenues”.

Research and Development

Research and development expenses consist of salaries and related expenses, consulting fees, service providers’ costs, related materials and overhead expenses. Research and development expenses for the three months ended June 30, 2022 were $113,376, a decrease of $113,366, or 50%, compared to total research and development expenses of $226,742 for the three months ended June 30, 2021. The decrease is mainly attributable to a decrease in consulting fees and service providers’ costs and compensation payable to a consultant following the listing of our Common Stock on the Nasdaq Capital Market, which occurred during the second quarter of 2021, partially offset by an increase in salaries and related expenses and field tests.

Selling and Marketing Expenses

Selling and marketing expenses consist primarily of salaries and related costs for selling and marketing personnel, travel related expenses and services providers. Selling and marketing expenses for the three months ended June 30, 2022 were $144,913, an increase of $126,201, or 674%, compared to total selling and marketing expenses of $18,712 for the three months ended June 30, 2021. The increase is mainly attributable to the increase in salaries and related costs, professional services and travel abroad in connection with the marketing and sales of our products.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries and related expenses including share based compensation and other professional services as well as other non-personnel related expenses such as legal expenses and directors and insurance costs. General and administrative expenses for the three months ended June 30, 2022 were $1,036,725, a decrease of $383,011, or 27%, compared to total general and administrative expenses of $1,419,736 for the three months ended June 30, 2021. The decrease is mainly a result of the decrease in professional services and compensation payable to directors following the listing of our Common Stock on the Nasdaq Capital Market, which occurred during the second quarter of 2021, offset partially by an increase share-based compensation to our employees and service providers.

Financing Expenses, Net

Financing income, net for the three months ended June 30, 2022 were $12,928, a decrease of $107,988, or 89%, compared to $120,916 for the three months ended June 30, 2021. The decrease is mainly a result of the decrease in compensation expenses related to the accrued interest and amortization expenses associated with our convertible loans which were fully converted during the three months ended June 30, 2021.

Total Comprehensive Loss

As a result of the foregoing, our total comprehensive loss for the three months ended June 30, 2022 was $1,264,004, compared to $1,501,225 for the three months ended June 30, 2021, a decrease of $237,221, or 16%.

Six months ended June 30, 2022 compared to six months ended June 30, 2021

Revenues

Revenues for the six months ended June 30, 2022 were $118,710, a decrease of $58,767, or 33%, compared to $177,477 during the six months ended June 30, 2021. The decrease is mainly a result of a decrease in sales due to weather conditions which caused a reduction in citrus production.

Cost of Sales

Cost of sales consists primarily of salaries, materials, transportation and overhead costs of manufacturing our products. Cost of sales for the six months ended June 30, 2022 were $54,847, an increase of $40,560, or 283%, compared to $14,287 for the six months ended June 30, 2021. The increase is mainly a result of our increase in materials for the three months ended June 30, 2022.

Gross Profit

Gross profit for the six months ended June 30, 2022 was $63,863, a decrease of $99,327, or 61%, compared to a gross profit of $163,190 for the six months ended June 30, 2021. The decrease is mainly a result of the decrease in revenues as detailed above under the heading “Revenues”.

Research and Development

Research and development expenses consist of salaries and related expenses, share base compensation, consulting fees, related materials and overhead expenses. Research and development expenses for the six months ended June 30, 2022 were $322,738, an increase of $26,205, or 9%, compared to total research and development expenses of $296,533 for the six months ended June 30, 2021.

Selling and Marketing Expenses

Selling and marketing expenses consist primarily of salaries and related expenses for selling and marketing personnel, travel related expenses and services providers and commissions. Selling and marketing expenses for the six months ended June 30, 2022 were $323,049, an increase of $289,640, or 867%, compared to total selling and marketing expenses of $33,409 for the six months ended June 30, 2021. The increase is mainly attributable to the increase in salaries and related costs, professional services and travel abroad in connection with the marketing and sales of our products.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries and related expenses including share based compensation and other professional services as well as other non-personnel related expenses such as legal expenses and directors and insurance costs. General and administrative expenses for the six months ended June 30, 2022 were $2,040,682, an increase of $367,975, or 22%, compared to total general and administrative expenses of $1,672,707 for the six months ended June 30, 2021. The increase is mainly a result of the increase in share based compensation expenses, salaries and related expenses and insurance costs, offset partially by a decrease in professional services resulting from compensation expenses following the listing of our Common Stock on the Nasdaq Capital Market, which occurred during the second quarter of 2021.

Financing Income (Expenses), Net

Financing income, net, for the six months ended June 30, 2022 were $18,832, a decrease of $174,893, or 112%, compared to total financing expenses of $156,061 for the six months ended June 30, 2021. The decrease is mainly a result of the decrease in compensation expenses related to the accrued interest and amortization expenses associated with our convertible loans which were fully converted during the three months ended June 30, 2021.

Total Comprehensive Loss

As a result of the foregoing, our total comprehensive loss for the six months ended June 30, 2022 was $2,603,774, compared to $1,995,520 for the six months ended June 30, 2021, an increase of $608,254, or 30%.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures. Since our inception through June 30, 2022, we have funded our operations, principally with approximately $16 million (net of issuance expenses), from the issuance of shares of our Common Stock, options and loans.

On May 13, 2021, we completed an underwritten public offering of 1,090,909 shares of Common Stock at a price to the public of $11.00 per share. The gross proceeds we received from this offering were $12,000,000 (net proceeds of $10,457,862) (the “Underwritten Offering”).

The table below presents our cash flows for the periods indicated:

	Six Months Ended June 30,
	2022			2021
Net cash used in operating activities		(2,355,007	)		(1,717,629	)

Net cash provided by investing activities		(15,681	)		4,375

Net cash provided by financing activities		(3,965	)		10,768,010

Effect of exchange rate changes on cash and cash equivalents and restricted cash		(4,239	)		8,144

Increase (decrease) in cash and cash equivalents		(2,378,892	)		9,062,900

As of June 30, 2022, we had cash and cash equivalents of $4,378,434, as compared to $9,305,800 as of June 30, 2021. As of June 30, 2022, we had a working capital of $4,227,109, as compared to the working capital of $8,904,187 as of June 30, 2021. The decrease in our cash balance is mainly attributable to cash used in operations.

In view of our cash balance following the above transactions, we anticipate that our cash balances will be sufficient to permit us to conduct our operations for at least a period of twelve months from the date of the date of these unaudited condensed consolidated financial statements. We may also satisfy our liquidity through the sale of securities, either in public or private transactions.

If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned development, which could harm our business, financial condition and operating results. If we obtain additional funds by selling any of our equity securities or by issuing Common Stock to pay current or future obligations, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution, or the equity securities may have rights preferences or privileges senior to the Common Stock. If adequate funds are not available to us when needed on satisfactory terms, we may be required to cease operating or otherwise modify our business strategy.

Operating Activities

Net cash used in operating activities was $2,355,007 for the six months ended June 30, 2022, as compared to $1,717,629 for the six months ended June 30, 2021. The increase is mainly attributable to our net loss of $637,378.

Investing Activities

Net cash used in investing activities was $15,681 for the six months ended June 30, 2022, as compared to net cash provided by investing activities of $4,375 for the six months ended June 30, 2021. The increase is mainly attributable to increase in purchase of property and equipment partially offset by increase in funds in respect of employee rights upon retirement

Financing Activities

Net cash used in financing activities was $3,965 for the six months ended June 30, 2022, as compared to net cash provided by financing activities of $10,768,010 for the six months ended June 30, 2021. The decrease is mainly the result of proceeds from the Underwritten Offering described above and conversions of convertible loans which occurred during the second quarter of 2021.

Financial Arrangements

During January 2021, we entered into a series of convertible loan agreements with an aggregate principal amount of $274,000 that each bear interest at a rate of 5% per annum.

On May 11, 2021 and May 12, 2021, we issued an aggregate of 66,877 shares of Common Stock following the conversion of convertible promissory notes in the aggregate principal amount of $499,000 and of aggregated accrued interest amount of $11,211, at a conversion price of $7.63 per share.

On May 18, 2021, we closed the Underwritten Offering pursuant to which we issued a total of 1,090,909 shares of our Common Stock at a purchase price of $11.00 per share. In connection with the Underwritten Offering, we agreed to grant ThinkEquity, a division of Fordham Financial Management, Inc. (the “Underwriter”), a 45-day option to purchase up to 163,636 additional shares of Common Stock at the public offering price of $11.00 per share, less the underwriting discounts and commissions solely to cover over-allotments, and to issue the Underwriter a five-year warrant to purchase up to 54,545 shares of Common Stock, at a per share exercise price equal to 125% of the Underwritten Offering price per share of Common Stock. The gross proceeds from the Underwritten Offering were approximately $12,000,000.

Changes to Critical Accounting Policies and Estimates

Our critical accounting policies and estimates are set forth in our 2021 Annual Report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2022. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2022, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting or in other factors identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the period covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1A. RISK FACTORS.

Our business faces many risks, a number of which are described under the caption “Risk Factors” in our 2021 Annual Report. Other than as set forth below, there have been no material changes from the risk factors previously disclosed in our 2021 Annual Report. The risks described in our 2021 Annual Report and below may not be the only risks we face. Other risks of which we are not yet aware, or that we currently believe are not material, may also materially and adversely impact our business operations or financial results. If any of the events or circumstances described in the risk factors contained in our 2021 Annual Report or described below occurs, our business, financial condition or results of operations could be adversely impacted and the value of an investment in our securities could decline. Investors and prospective investors should consider the risks described in our 2021 Annual Report and below, and the information contained under the caption “Forward-Looking Statements” and elsewhere in this Quarterly Report on Form 10-Q before deciding whether to invest in our securities.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Except as set forth below, there were no sales of equity securities sold during the period covered by this Quarterly Report on Form 10-Q that were not registered under the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the Company.

On May 2, 2022, the Company issued 12,500 shares of Common Stock to a consultant in consideration for services under the October 1, 2021 consulting agreement.

On May 2, 2022, the Company issued 12,000 shares of Common Stock to a consultant in consideration for services under the April 1, 2022 investor relations agreement.

On May 2, 2022, the Company issued 600 shares of Common Stock to a consultant in consideration for services under the June 15, 2021 consulting agreement.

On May 18, 2022, the Company issued 9,000 shares of Common Stock to a consultant in consideration for services pursuant to a resolution of the Company’s board of directors on May 11, 2022.

The foregoing shares were issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder for transactions not involving a public offering.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURE

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS.

(a) The following documents are filed as exhibits to this Quarterly Report or incorporated by reference herein.

Exhibit
Number		Description
31.1*		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act

31.2*		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act

32.1**		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*		Inline XBRL Instance Document
101.INS*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

*	Filed herewith.

**	Furnished herewith.

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.

Date: August 15, 2022	SAVE FOODS INC.

	By:	/s/ David Palach
	Name:	David Palach
	Title:	Chief Executive Officer
		Save Foods, Inc.

	By:	/s/ Lital Barda
	Name:	Lital Barda
	Title:	Chief Financial Officer
		Save Foods, Inc.