October 23, 2019
Dan Sztybel
Chief Executive Officer
Save Foods, Inc.
Habarzel 7
Tel Aviv, Israel 6971011
Re: Save Foods, Inc.
Form 10
Filed September 26, 2019
File No. 000-56100
Dear Mr. Sztybel:
We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response and any amendment you may file in response
to these
comments, we may have additional comments.
Form 10 filed September 26, 2019
Our Business, page 6
1. For each of the products you currently offer, or plan to offer, please
clarify where you are
in the process of regulatory approvals in each country in which you plan
to sell, and what
steps are needed to get required approvals.
Intellectual Property, page 7
2. Please disclose which of your products are protected by patents and
describe the general
nature of the patent protection.
Risk Factors, page 9
3. We note that some of your products may serve the cannabis market. Please
tell us what
consideration you gave to providing related risk factor disclosure,
including possible law
Dan Sztybel
FirstName LastNameDan Sztybel
Save Foods, Inc.
Comapany NameSave Foods, Inc.
October 23, 2019
October 23, 2019 Page 2
Page 2
FirstName LastName
enforcement consequences under federal and state laws related to the
cannabis industry.
Executive Compensation
Employment Agreement, page 32
4. Please file the Corporate Advisory Consulting Agreement with Goldmed
Ltd. or advise.
Item 9. Market Price of and Dividends on the Registrant's Common Equity, page
38
5. Please state the high and low bid information for your common stock,
as applicable.
Refer to Item 201(a)(1)(iii) of Regulation S-K.
Condensed Consolidated Statements of Changes in Shareholders Equity, page F-34
6. Please revise to include the year to date information for the
comparable period of 2018
(i.e. June 30, 2018). Refer to Rule 8-03(a)(5) of Regulation S-X and
SEC Release 33-
10532.
June 30, 2019 Financial Statements
Notes to Condensed Consolidated Financial Statements (unaudited)
Note 1 General , page F-36
7. We note that in June 2019, you effected a 15 to 1 reverse stock split.
Please be advised
that even though the transaction took place subsequent to year-end,
the stock split should
be reflected retroactively for all periods in which financial
statements are presented. .
Although it appears as though your interim June 30, 2019 financials
have been
appropriately revised to account for the reverse split, your December
31, 2018 financial
statements do not appear to reflect the change. Accordingly, please
revise your filing to
retroactively reflect the 15-to-1 reverse stock split, including
appropriate disclosure
concerning the details of the split in all financial statement periods
presented and
elsewhere in the document as appropriate. In this regard, we note that
the 5,000,000
shares issued in January 2018 on page 39 appears to reflect the
pre-split amount. Please
revise accordingly. See guidance in ASC 260-10-55-12 and SAB Topic 4C.
General
8. Please note that your registration statement will become effective
automatically sixty days
after filing. Upon effectiveness, you will become subject to the
reporting requirements of
the Securities Exchange Act of 1934, even if we have not cleared
comments on your
filing. If you do not wish to incur those obligations until all issues
are resolved, you may
wish to consider withdrawing your registration statement and
resubmitting a new
registration statement when you have revised your document.
9. We note that your forum selection provision in your Amended and
Restated By-Laws
identifies the Court of Chancery of the State of Delaware as the
exclusive forum for
certain litigation, including any "derivative action." Please disclose
whether this provision
Dan Sztybel
Save Foods, Inc.
October 23, 2019
Page 3
applies to actions arising under the Securities Act or Exchange Act.
In that regard, we note
that Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all suits
brought to enforce any duty or liability created by the Exchange Act
or the rules and
regulations thereunder, and Section 22 of the Securities Act creates
concurrent jurisdiction
for federal and state courts over all suits brought to enforce any
duty or liability created by
the Securities Act or the rules and regulations thereunder. If the
provision applies to
Securities Act claims, please also revise your prospectus to state
that there is uncertainty
as to whether a court would enforce such provision and that investors
cannot waive
compliance with the federal securities laws and the rules and
regulations thereunder. If
this provision does not apply to actions arising under the Securities
Act or Exchange Act,
please also ensure that the exclusive forum provision in the governing
documents states
this clearly, or tell us how you will inform investors in future
filings that the provision
does not apply to any actions arising under the Securities Act or
Exchange Act.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Heather Clark at 202-551-3624 or Claire Erlanger at
202-551-3301 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Susan Block at 202-551-3210 or John Dana Brown at 202-551-3859 with any
other
questions.
FirstName LastNameDan Sztybel Sincerely,
Comapany NameSave Foods, Inc.
Division of
Corporation Finance
October 23, 2019 Page 3 Office of Life
Sciences
FirstName LastName