Save Foods, Inc. Announces Signing of Securities Exchange Agreement with Plantify Foods, Inc.
March 31 2023 - 4:01PM
Save Foods, Inc. (Nasdaq: SVFD) ("
Save Foods" or
the "
Company") is pleased to announce that it has
signed a securities exchange agreement (the
“Agreement”) with Plantify Foods,
Inc. (TSXV: PTFY) (“
Plantify”), a Canadian
corporation traded on the TSX Venture Exchange (“TSXV”).
The Agreement provides that the parties will
issue to each other such number of common shares representing
19.99% of the respective company’s issued and outstanding capital
stock on a non-diluted basis, which percentage will be calculated
immediately prior to the closing of the Agreement (the
“Securities Exchange”).
The Agreement also provides that, effective as
of the closing date of the Agreement (and subject to the required
corporate approvals), each party will appoint one director of the
other party. Save Foods has designated Mr. Amitai Weiss, Chairman
of the Board of Save Foods, as its appointee to the board of
directors of Plantify, and Plantify has designated Dr. Roy
Borochov, Chief Executive Officer of Plantify, as its appointee to
the board of directors of Save Foods.
The completion of the Securities Exchange is
subject to certain customary closing conditions, as well as receipt
of TSXV’s acceptance, and the concurrent closing of Plantify’s
issuance to Save Foods of a convertible debenture (the
“Debenture”) in the principal sum of CA$1,500,000
(the “Debenture Financing”),
which is also subject to TSXV acceptance.
The Debenture will bear interest at the rate of
8% per annum and will be repayable by Plantify over approximately
18 months. The principal may be converted, at the sole discretion
of Save Foods, into common shares of Plantify at a price of CA$0.05
per share until the first anniversary of the debenture issuance
date and CA$0.10 per share thereafter. The accrued interest may be
converted at the market price of Plantify’s common shares, subject
to TSXV approval at the time of conversion. Plantify will execute a
general security agreement in favor of Save Foods and will
specifically pledge to Save Foods the shares of Plantify’s
subsidiary, Peas of Bean Ltd.
If the principal under the Debenture is
converted in the first year into 30,000,000 Plantify common shares,
and assuming no further Plantify common shares are issued following
the Securities Exchange, Save Foods will hold approximately 28.56 %
of Plantify’s outstanding common shares. Accordingly, closing of
the Debenture Financing is subject to the approval of Plantify’s
shareholders.
“We are thrilled to announce that Plantify and
Save Foods have agreed to undertake the Securities Exchange and the
Debenture Financing” David Palach, CEO of Save Foods, and Roy
Borochov commented together in a joint statement “This
cross-ownership has the potential to introduce game-changing
advancements to the Food Tech and Agro Tech industries, paving the
way for growth and progress. Both companies are confident that
working together will bring new and exciting opportunities to our
respective businesses. Save Foods' innovative treatments present an
opportunity for Plantify to introduce a new line of fresh-cut
products, making the relationship mutually beneficial, and Save
Foods can benefit from Plantify's extensive relationships with
retailers to expand its market reach and grow its distribution
channels. We are confident that this move will enable both Save
Foods and Plantify to continue to mutually grow and thrive
together."
About Save Foods:
Save Foods is an innovative, dynamic company
addressing two of the most significant challenges in the agri-food
tech industry: food waste and loss and food safety. We are
dedicated to delivering integrated solutions for improved safety,
freshness and quality, every step of the way from field to fork.
Collaborating closely with our customers, we develop new solutions
that benefit the entire supply chain and improve the safety and
quality of life of both the workers and the consumers alike. Our
initial applications are in post-harvest treatments in fruit and
vegetable packing houses processing produce including citrus,
avocado, pears, apples and mangos.
By controlling and preventing pathogen
contamination and significantly reducing the use of hazardous
chemicals and their residues, Save Foods treatment not only prolong
fresh produce shelf life and reduce food loss and waste, but they
also ensure a safe, natural, and healthy product.
For more information, visit our
website: www.savefoods.co
About
Plantify Foods, Inc.
Plantify Foods, Inc. is an Israeli food tech
company focused on the development and production of "clean-label"
plant-based products. Plantify’s unique technology allows for the
production of plant-based meat alternatives, dips, and snacks, with
natural ingredients familiar to consumers that are free of
preservatives, free of common food allergens, are GMO-free and
enjoy the same or longer shelf life than most
preservative-containing products of the same category. Plantify is
also engaged in developing functional foods with health benefits
supported by independent testing that it anticipates will enable it
to make health claims under US Food and Drug Administration and
Canadian Food Inspection Agency regulations. Plantify currently
sells its products in Israel and North America.
For more information, visit Plantify’s website:
www.plantifyfoods.com
Plantify Foods, Inc.
Gabriel Kabazo - Chief Financial Officer and
Corporate SecretaryPhone: 1 604 8336820 Forward-looking
Statements:
This press release contains forward-looking
statements within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995 and other
Federal securities laws. Words such as “expects,” “anticipates,”
“intends,” “plans,” “believes,” “seeks,” “estimates” and similar
expressions or variations of such words are intended to identify
forward-looking statements. Because such statements deal with
future events and are based on our current expectations, they are
subject to various risks and uncertainties. For example, the
Company is using forward-looking statements when it discusses the
potential synergies between Save Foods and Plantify, operational
and business opportunities available to Save Foods following the
contemplated completion of the share exchange with Plantify, and
the potential benefits Plantify can present to Save Foods,
including through its relationships with retailers and expansion of
Save Foods’ market reach and growth of its distribution channels.
Additional examples of forward-looking statements relate to the
possibility of securing additional business opportunities and
pursuing new pilot programs and commercial sales opportunities with
members of the LATAM delegation. Actual results, performance or
achievements could differ materially from those described in or
implied by the statements in this press release. The
forward-looking statements contained or implied in this press
release are subject to other risks and uncertainties, including
market conditions and the satisfaction of all conditions to, and
the closing of, the offering, as well as those discussed under the
heading “Risk Factors” in Save Foods’ annual report on Form 10-K
filed with the SEC on March 27, 2023, and in any subsequent filings
with the SEC. Except as otherwise required by law, we undertake no
obligation to publicly release any revisions to these
forward-looking statements to reflect events or circumstances after
the date hereof or to reflect the occurrence of unanticipated
events. References and links to websites have been provided as a
convenience, and the information contained on such websites is not
incorporated by reference into this press release. We are not
responsible for the contents of third-party websites.
Media Contact:IR@savefoods.co
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