| COMMON STOCK | NOTE
4 – COMMON STOCK
1. On
October 26, 2022, the Board approved the quarterly issuances of 715
shares of Common Stock to each of
two consultants commencing on January 1, 2023, and ending on December 31, 2024. On January 2, 2023, April 3, 2023 and August 7, 2023,
the Company issued 1,430
shares of Common Stock to each of
the consultants. The Company determined the value of the shares issued based on the share price on the date of the board approval.
The Company recorded share-based compensation expenses of $ 59,695
for the nine months ended September
30, 2023 and $ 19,919
for the three months ended September
30, 2023. On
August 3, 2023, the Board approved the issuance of a one-time bonus of 21,428
shares of Common Stock to each of the
two consultants. On August 7, 2023, the Company issued 21,428
shares of Common Stock for each of the
consultants. The Company determined the value of the shares issued based on the share price of the date of the board approval. The Company
recorded share-based compensation expenses of $ 173,991 .
2. On
October 26, 2022, pursuant to an investor relations consulting agreement, the board approved quarterly issuances of 1,286
shares of Common Stock to a consultant
starting in the first quarter of 2023. On each of January 2, 2023, April 3, 2023 and August 7, 2023, the Company issued 1,286
shares of Common Stock. The Company
determined the value of the shares issued based on the share price of the date of the board approval. The Company recorded share
based compensation expenses of $ 53,734
for the nine months ended September
30, 2023 and $ 17,914
for the three months ended September
30, 2023.
3. On
January 20, 2023, the Company entered into a consulting agreement with a consultant for a period of twelve months. According to the
agreement, the Company will issue on a quarterly basis, subject to the approval of the board (a) 3,572
restricted shares of the Company’s
Common Stock issued fully earned in connection with services rendered for the first quarter of 2023, and (b) 2,143
restricted shares of Common Stock
issued fully earned in connection with services rendered for each subsequent quarter of 2023, such that the consultant will receive
an aggregate of 10,001
restricted shares of Common Stock.
On
February 13, 2023, the Company issued the first 3,572
shares of Common Stock.
On
April 27, 2023, the Company issued 2,143
shares of Common Stock. The Company
determined the value of the shares issued based on the share price of the date of the board approval. The Company recorded share-based
compensation expenses of $ 47,680
for the nine months ended September
30, 2023.
On
June 14, 2023, the Company entered into a new superseding consulting agreement (see note 4 (9) below).
4. On
March 29, 2023, the board approved the amendment to the consulting agreement with EU Agritech Investment Ltd (“EU Agritech”),
pursuant to which EU Agritech will receive $ 100,000
in restricted shares of Common Stock
to be issued on the effective date of the amendment as compensation for the first twelve months of services provided to the Company.
On April 3, 2023, the Company issued 21,009
shares of Common Stock to EU Agritech.
During the period of nine months ended September 30, 2023, the Company recorded $ 66,667
as share based compensation expenses
and the remaining was classified as prepaid expenses in other current assets.
The
board additionally approved the amendment to a consulting agreement with Joachim Fuchs pursuant to which it issued 7,143
restricted shares of Common Stock,
under the Company’s 2022 Share Incentive Plan (see note 5). These shares will be subject to a twenty four months lockup period. SAVE
FOODS, INC. NOTES
TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited) NOTE
4 – COMMON STOCK (continue)
5. On
March 29, 2023, the board approved the immediate issuance of an equity grant to executive officers, employees, directors and consultants
of an aggregate of 142,860
shares of Common Stock (such number
includes the restricted shares issued pursuant to the amendment of the consulting agreement with Joachim Fuchs as detailed in note
4(4) above). Such shares were issued on April 3, 2023. The Company estimated the value of the shares issued at $ 678,000
based on the share price of the date
of the board approval and recorded $ 678,000
as share based compensation expenses
during the nine months ended September 30, 2023.
6. On
March 31, 2023, the Company entered into the securities exchange agreement with Plantify pursuant to which each of the respective
parties agreed to issue to the opposite party 19.99 %
of its issued and outstanding capital stock on a pre-closing basis. The Securities Exchange closing occurred on April 5, 2023. Upon
the closing, the Company issued 166,340
shares of Common Stock to Plantify
(see note 3 above).
7. On
May 28, 2023, the Company entered into a consulting agreement with a consultant for a period of 18 months. According to the agreement,
the Company will issue, subject to the approval of the board, 25,715
restricted shares of the Company’s
Common Stock. These shares will be subject to a lockup period pursuant to the following schedule: (a) 8,572
shares of Common Stock upon the six
months anniversary of the agreement date, (b) 8,572
shares of Common Stock upon the nine
months anniversary of the agreement date, and (c) 8,571
shares of Common Stock twelve months
anniversary of the agreement date.
On
June 21, 2023, the Company issued 25,715
restricted shares of Common Stock.
The Company determined the value of the shares issued at $ 122,400
based on the share price on the agreement
date, of which $ 27,200
was recorded as share based compensation
expenses during the nine months ended September 30, 2023 and the remaining was classified as prepaid expenses in other current assets.
8. On
May 28, 2023, the Company entered into a consulting agreement with a consultant for a period of two years. According to the agreement,
the Company will issue, subject to the approval of the board, 35,715
restricted shares of the Company’s
Common Stock. These shares will be subject to a lockup period pursuant to the following schedule: (a) 11,905
shares of Common Stock upon the six
months anniversary of the agreement date, (b) 11,905
shares of Common Stock upon the nine
months anniversary of the agreement date, and (c) 11,905
shares of Common Stock upon the 12
months anniversary of the agreement date.
On
June 21, 2023, the Company issued 35,715
restricted shares of Common Stock.
The Company determined the value of the shares issued at $ 170,000
based on the share price on the agreement
date, of which $ 29,110
was recorded as share based compensation
expenses during the nine months ended September 30, 2023 and the remaining was classified as prepaid expenses in other current assets.
9. On
June 14, 2023, the Company entered into a consulting agreement with a consultant for a period of 30 months. According to the agreement,
the Company will issue, subject to the approval of the board, 32,143
restricted shares of the Company’s
Common Stock. These shares will be subject to a lockup period pursuant to the following schedule: (a) 10,715
shares of Common Stock upon the six
months anniversary of the agreement date, (b) 10,714
shares of Common Stock upon the nine
months anniversary of the agreement date, and (c) 10,714
shares of Common Stock upon the twelve
months anniversary of the agreement date.
On
June 21, 2023, the Company issued 32,143
restricted shares of Common Stock.
The Company determined the value of the shares issued at $ 147,150
based on the share price on the agreement
date, of which $ 17,407
was recorded as share based compensation
expenses during the nine months ended September 30, 2023 and the remaining was classified as prepaid expenses in other current assets. SAVE
FOODS, INC. NOTES
TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited) NOTE
4 – COMMON STOCK (continue)
10. On
June 15, 2023, the Company entered into a consulting agreement with a consultant for a period
of three months. According to the agreement, the Company will issue, subject to the approval
of the board the following: (a) restricted Common Stock representing an aggregate value of
$ 75,000 ,
upon the execution of the agreement, and (b) a monthly cash fee of $ 5,000 . By
June 30, 2023, the Company issued an aggregate of 16,485
shares of Common Stock, the Company was
recorded $ 75,000
as share based compensation expenses during
the nine months ended September 30, 2023.
11. On
June 21, 2023, the Company entered into a consulting agreement with legal advisors pursuant
to which the legal advisors shall provide the Company with certain legal services in consideration
for total of $ 22,500
in
cash and $ 22,500
in
restricted Common Stock of the Company of which $ 11,250
in
cash and $ 11,250
in
restricted Common Stock shall be paid upon execution of the agreement and the remaining after
the completion of the legal services. On July 6, 2023, the Company issued 4,945
shares
of restricted Common Stock as consideration for the first installment. The Company determined
the value of the shares issued at $ 24,137
based
on the share price on the agreement date, which recorded as prepaid expenses in other current
assets during the nine months ended September 30, 2023. In addition, on September 6, 2023,
the Company issued 6,123
shares
of Common Stock pursuant to a retainer legal services agreement dated August 7, 2023. The
Company determined the value of the shares issued at $ 66,862
based
on the share price on the agreement date, of which $ 9,892
was
recorded as share based compensation expenses during the nine months ended September 30,
2023 and the remaining was classified as prepaid expenses in other current assets.
12. On
July 23, 2023, the Company, entered into a Standby Equity Purchase Agreement (the “Purchase
Agreement”), with YA II PN, Ltd. (the “Investor”), pursuant to which the
Investor has agreed to purchase up to $ 3.5
million
shares of the Company’s Common Stock over the course of 40 months after the date of
the Purchase Agreement. The price of shares to be issued under the Purchase Agreement will
be 94 %
of the lowest volume weighted average trading price (the “VWAP”) of the Company’s
Common Stock for the three days prior to delivery of each advance notice by the Company.
Each issuance and sale by the Company to the Investor under the Purchase Agreement (an “Advance”)
is subject to a maximum amount equal to the greater of 100% of the Daily Traded Amount (being
the product obtained by multiplying the daily trading volume of the Company’s shares
as reported by Bloomberg L.P., by the VWAP for such trading day) during the five
trading
days prior to an Advance notice and $ 200,000 .
With respect to each Advance notice, if the Company notifies the Investor of a minimum acceptable
price with respect to such Advance, then if there is no VWAP or if such price is below the
minimum price indicated by the Company, there will be an automatic reduction to the amount
of the Advance by one third, and that day will be excluded from the pricing period. The
Advances are subject to certain limitations, including that the Investor cannot purchase any shares that would result in it beneficially
owning more than 4.99% of the Company’s outstanding shares of Common Stock at the time of an Advance or acquiring more than 19.99%
of the Company’s outstanding shares of Common Stock as of the date of the Purchase Agreement (the “Exchange Cap”) .
The Exchange Cap will not apply under certain circumstances, including, where the Company has obtained stockholder approval to issue
in excess of the Exchange Cap in accordance with the rules of Nasdaq or such issuances do not require stockholder approval under Nasdaq’s
“minimum price rule.” The
Purchase Agreement will terminate automatically on the earlier of December 1, 2026 or when the Investor has purchased an aggregate of
$ 3.5
million shares of the Company’s
Common Stock. The Company has the right to terminate the Purchase Agreement upon five
trading days’ prior written notice
to the Investor. The
Purchase Agreement provided that, subject to the satisfaction of certain conditions set forth in the Purchase Agreement, upon the request
of the Company, the Investor will advance to the Company up to $ 700,000
of the $ 3,500,000
commitment amount, with such Advances
to be evidenced by a promissory note (the “Note”). The request by the Company for such Advances may only be made after the
approval of the stockholders of the transactions contemplated by the Purchase Agreement, and the Company cannot request any Advances
after January 31, 2024. There
is a 3 %
discount to the amount equal to each Note. Each Note accrues interest on the outstanding principal balance at the rate of 8% per annum.
The Company is required to pay, on a monthly basis, a one tenth of the outstanding principal of each Note and accrued interest thereon
either (i) in cash or (ii) by submitting an advance notice pursuant to the Purchaser Agreement and selling the Investor shares, or any
combination of (i) or (ii) as determined by the Company. The first payment is due 60 days after the issuance of a Note, with each subsequent
payment due 30 days after the prior payment. Unless otherwise agreed by the Investor, the funds received by the Company pursuant to the
Purchase Agreement for the sale of shares will first be used to satisfy any payments due under the Note . The
conditions that must be satisfied prior to the Investor advancing the Company funds pursuant to the terms of the Note include obtaining
shareholder approval of the transactions contemplated by the Purchase Agreement (on
October 2, 2023, at the annual meeting of stockholders, the stockholders approved the issuance of more than 20% of our issued and outstanding
Common Stock, permitting us to request Advances from the Investor under the Purchase Agreement that will result in the issuance of more
than 20% of our issued and outstanding shares of Common Stock as of the date of the Purchase Agreement without being subject to the Exchange
Cap) , the delivery by the Company to the
Investor of a request to lend funds pursuant to the Note prior to January 31, 2024, no events which could have a material adverse on
the Company and other conditions customary of financings of this nature. On
September 27, 2023, the Company issued 26,224
shares of Common Stock as a commitment
fee to a subsidiary of the Investor. The Company determined the value of the shares issued at $ 122,988
based on the share price on the agreement
date, which recorded as prepaid expenses in other current assets during the nine months ended September 30, 2023. On
October 11, 2023, the Company filed a registration statement on Form S-1 with the SEC (File No. 333-274932), which was declared effective
by the SEC on October 30, 2023 (the “S-1 Registration Statement”), registering for resale up to 1,000,000
shares of Common Stock on behalf of the
Investor, that may be offered and sold by the Investor from time to time under the terms of the Purchase Agreement. On October 31, 2023,
following the effectiveness of the Registration Statement, the Company received a gross amount of $ 700,000
and issued the Note to the Investor pursuant
to the Purchase Agreement. The first payment under the Note is due December 31, 2023. Unless otherwise agreed by the Investor, the funds
received by the Company pursuant to the Purchase Agreement for the sale of shares of Common Stock to the Investor will first be used
to satisfy any payments due under the Note.
13. On
July 27, 2023, the Company issued 223,008
shares
of Common Stock to Yaaran pursuant to the terms of the Exchange Agreement described in note
1d above. The Company determined the value of the shares issued at $ 997,024
based
on the share price on the agreement date, which was recorded as research and development
expenses during the nine months ended September 30, 2023. | NOTE
8 – SHAREHOLDERS’ EQUITY COMMON
STOCK Description
of the rights attached to the Shares in the Company: Common
stock: Each
share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of stockholders. The holders are not
permitted to vote their shares cumulatively. Accordingly, the stockholders of the Company’s common stock who hold, in the aggregate,
more than fifty percent of the total voting rights can elect all of the directors and, in such event, the holders of the remaining minority
shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of
common stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise
provided by law. Transactions:
1. On
May 13, 2021, the Company completed an underwritten public offering of 155,845
shares
of Common Stock of the Company at a price to the public of $ 77.00
per
share – see note 1 above.
2. On
May 15, 2021, the Company signed a consulting agreement with a third party according to which
the consultant will provide the Company with investor relations services for a period of
12 months following the commencement date. As consideration for the agreement the Company
will pay the consultant an annual fee of $ 40,000
and
shall issue the consultant 1,715
shares
of Common Stock of the Company. On June 20, 2021, the Company issued 1,715
shares
of Common Stock of the Company to the consultant. The Company determined the value of the
shares issue at $ 126,600
which
was recorded as share based compensation expenses during the ended December 31, 2021.
3. On
July 1, 2021, the Company and a consultant signed an Addendum to the October 20, 2020 Service
Agreement (the “Original Agreement”) according to which the Company agreed to
pay the consultant $ 15,000
for
digital communication services as per the Original Agreement and to issue the consultant
2,041
shares
of Common Stock of the Company. The Company determined the value of the shares issued at
$ 127,622 .
In addition, the Company agreed to continue the Original Agreement for an additional six
months for a monthly fee of $ 10,000 .
4. On
August 5, 2021, the Company signed consulting agreement with a third party according to which
the Consultant will provide the Company with strategic consulting and coordination of digital
marketing campaigns for a period of 6 months commencing September 1, 2021. As consideration
for the agreement the Company will pay the consultant a total fee of $ 301,000
and
shall issue the consultant 1,715
shares
of Common Stock of the Company. By November 3, 2021, the Company issued the Consultant 858
shares
on account of the above agreement. The Company determined the value of the shares issued
at $ 53,856 .
On November 5, 2021, the Company and the consultant mutually agreed to terminate the consulting
agreement.
5. On
June 15, 2021, the Company signed consulting agreement with a third party according to which
the Consultant will provide the Company with public relations services. Based on the agreement,
the Company will pay the consultant a monthly fee of $ 3,500
and
shall issue the consultant 29
shares
of Common Stock of the Company on the final day of each month following the commencement
date of the agreement. On November 3, 2021 the Company issued to consultants 100
shares
of the Company’s common stock based on their June 15, 2021 consulting agreement. The
Company determined the value of the shares issued at $ 5,747 .
On May 2, 2022, the Company issued the consultants 86
shares
under the 2021 consulting agreement which ended on December 31, 2021. The Company determined
the value of the shares issued at $ 4,926 .
6. On
October 1, 2021, the Company signed a consulting agreement with a consultant for a period
of 18 months, according to which the consultant will provide the Company with consulting
services related to international business development activities. Based on the agreement,
the Company will issue the consultant 1,286
shares
of common stock of the Company upon execution of the agreement and six installments of 1,786
shares
of common stock of the Company at each of following 90 days following the execution date.
On November 3, 2021 the Company issued to consultant 1,286
shares
of the Company’s common stock. The Company determined the value of the shares issued
at $ 61,200 .
On January 27, 2022, and on May 2, 2022, the Company issued an aggregate of 3,572
shares
under its October 1, 2021 consulting agreement. On June 8, 2022 the Company decided to terminate
the consulting agreement. During the years ended December 31, 2022 and 2021, the Company
recorded share based compensation expenses of $ 136,000
and
$ 95,200 ,
respectively, in respect of the above agreement.
7. 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 NIS 5,000
(approximately
$ 1,600 )
and subject to the approval of the Board, 1,286
shares
of Common Stock and, subject to the terms of the equity incentive plan to be adopted by the
Company, options
to purchase 6,015
shares
which represented 1.5% of the Company’s’ outstanding capital stock as of the
date of the agreement of which (1) 0.5% of such options shall have an exercise price of $7
and shall vest in 4 equal installments during the 12 month period commencing on the Effective
Date (January 1, 2022), (2) 0.5% of such options shall have an exercise price of $8.75 and
shall vest in 4 equal installments during the 12 month period following the 12 month anniversary
of the Effective Date, (3) 0.5% of such options shall have an exercise price of $10.5 and
shall vest in 4 equal installments during the 12 month period following the 24 month anniversary
of the Effective Date. The Company determined the fair value of the options at $ 90,665
.
On March 24, 2022, the Company issued to Mr. Joachim Fuchs 1,286
shares
of common stock. The Company determined the value of the shares at $ 38,790
based
on the share price at the agreement date.
8. On
August 29, 2022, the Board of Directors approved an increase in Mr. Joachim Fuchs monthly
fee to $ 5,000
and
in addition, a one time issuance of 429
shares
of Common Stock. Such shares were issued on September 7, 2022. The Company determined the
value of the shares at $ 8,610
based
on the share price at the resolution date. SAVE
FOODS, INC. NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (U.S.
dollars) NOTE
8 – SHAREHOLDERS’ EQUITY (continue)
9. 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, 2,000
shares
of Common Stock of the Company upon execution of the March IR Agreement. The shares were
issued on March 10, 2022. The Company determined the value of the shares at $ 103,600 .
During the year ended December 31, 2022, the Company recorded share based compensation expenses
of $ 84,015
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 would be $ 5,500 .
10. 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, 1,715
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 (the “April Warrant”) to purchase 8,572
shares
of Common Stock (see note 10(2) below).
On
June 26, 2022 (the “April IR Amendment Date”), the Company entered into an amendment
to the April IR Agreement (the “April IR Amendment”), according to which the
Company shall engage the consultant for additional period of 90 days commencing on 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 1,715
shares
of Common Stock upon execution of the amendment. Such shares were issued on August 22, 2022.
The Company determined the value of the shares at $ 39,480
based
on the share price of the April IR Amendment Date.
In
addition, per the April IR Amendment, the Company will issue warrants to purchase 5,715
shares
of Common Stock (see note 10(2) below).
On
August 29, 2022, the Board approved a one-time bonus of $ 100,000
to
the consultant. SAVE
FOODS, INC. NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (U.S.
dollars) NOTE
8 – SHAREHOLDERS’ EQUITY (continue)
11. On
May 18, 2022, the Company issued 1,286
shares
of Common Stock to the consultant, pursuant to a May 11, 2022 Board resolution. The shares
were estimated at $ 39,420
based
on the share price of the resolution date.
12. 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 as of July 1, 2022, and for the remaining period
of the Consulting Agreement, the Company shall issue the consultant (a) 858
shares
of Common Stock, and (b) Common Stock 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 858
shares
of Common Stock.
On
July 11, 2022, the Company issued the consultant 858
shares
of Common Stock. The Company determined the value of the shares at $ 17,220
based
on the share price of the date of the Consulting Agreement, of which $ 16,852
was
recorded as share based compensation expenses and the remaining portion was classified as
prepaid expenses in other current assets.
Additionally,
on August 29, 2022, the Board approved a one-time bonus of $ 7,500
and
1,072
shares
of Common Stock of the Company, to the consultant. The shares were issued on September 7,
2022. The Company determined the value of the shares at $ 21,525
based
on the share price of the date of the Consulting Agreement.
On
October 11, 2022, the Company issued the consultant 1,442
shares
of Common Stock, the Company recorded share based compensation expenses of $ 19,125
in
respect of the agreement.
13. On
August 15, 2022, the Company issued 228,572
shares
of Common Stock in conjunction with its underwritten public offering as detailed in Note
1.
14. On
September 6, 2022 the Company entered into a Services Agreement (the “Services Agreement”)
with a consultant. According to the Services Agreement, the consultant would provide the
Company with strategic advisory services for a period of six months. The Company agreed to
pay the consultant for his services $ 275,000 ,
of which $ 195,355
was
recorded as investor relations expenses and the remaining was classified as prepaid expenses
in other current assets. In addition, the Company issued to the consultant 7,143
shares
of Common Stock. The Company determined the value of the shares at $ 141,750
based
on the share price of the date of the Services Agreement, of which $ 100,697
was
recorded as share based compensation expenses and the remaining was classified as prepaid
expenses in other current assets.
15. On
October 26, 2022, the Board approved the issuance of 7,143
shares
of Common Stock to a consultant pursuant to his investor relations consulting agreement and
in addition, quarterly issuances of 1,286
shares
of Common Stock commencing January 1, 2023 and ending on December 31, 2024. On November 16,
2022 the Company issued 7,143
shares
of Common Stock. The Company determined the value of the shares at $ 99,500
based
on the share price of the date of the board resolution. SAVE
FOODS, INC. NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (U.S.
dollars) |
