NITO / N2OFF, Inc. - SEC Filings, Annual Report, Proxy Statement

N2OFF, INC. 70,369,898 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-289293 PROSPECTUS N2OFF, INC. 70,369,898 Shares of Common Stock This prospectus relates to the resale, from time to time of up to (i) 69,119,898, shares of common stock, par value $0.0001 per share of N2OFF, Inc., a Nevada corporation (the “Company”) by YA II PN, Ltd. (the “Selling Stockholder”), pursuant to a standby equity purchase agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment No. 1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933

As filed with the Securities and Exchange Commission on August 19, 2025 Registration No.

LOAN AGREEMENT

Exhibit 10.1 LOAN AGREEMENT This Agreement (the “Agreement”) is effective as of August 17, 2025 by and between MitoCareX Bio Ltd., a private company incorporated under the laws of the State of Israel, whose principal address is at 40 Gordon Street, Givatayim, Israel (the “Company”) and the lender, who will provide the Company a loan amount as set forth in Schedule A (the “Lender”) and such entity

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2025 N2OFF, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2025 N2OFF, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File Number)

Promissory Note, dated as of August 12, 2025, between N2OFF, Inc. and YA II PN, Ltd.

Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THIS NOTE HAS BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 N2OFF, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 N2OFF, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

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, 2025 ☐ 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. 001-40403 N2OFF, INC. (Exac

Calculation of Registration Fee.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 N2OFF, Inc. Table 1: Newly Registered Securities Fees Previously Paid Security Type Security Class Title(1) Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price ($) Fee Rate ($) Amount of Registration Fee ($) Equity Common Stock, par value US$0.0001 per share 457

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933

As filed with the Securities and Exchange Commission on August 6, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2025 N2OFF, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File Number) (I

Amendment to the Purchase Agreement, dated as of July 25, 2025, between N2Off, Inc. and YA II PN, Ltd

Exhibit 10.1 Amendment Amendment, dated as of July 25, 2025 (this “Amendment”), to the Purchase Agreement dated as of May 12, 2025 (the “Agreement”), by and between N2OFF, Inc., a Nevada corporation (the “Company”), and the investor listed on the Schedule of Buyers attached thereto as Schedule 1 (the “Buyer”). Capitalized terms used herein not otherwise defined shall have the meanings given to suc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Second Amendment to the Securities Purchase and Exchange Agreement, dated July 23, 2025

Exhibit 10.3 AMENDMENT NO. 2 TO SECURITIES PURCHASE AND EXCHANGE AGREEMENT This AMENDMENT No. 2 (the “Amendment”) to the Securities Purchase and Exchange Agreement, dated February 25, 2025, as amended on May 18, 2025 (the “Agreement”), by and among N2OFF, Inc., a Nevada corporation (the “Purchaser”), MitoCareX Bio Ltd., a private company incorporated under the laws of the State of Israel (“MitoCar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2025 N2OFF, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2025 N2OFF, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File Number) (I

Amendment to Loan Agreement, dated December 22, 2024, among the Company, MitoCareX Bio Ltd. and L.A.A. Pure Capital Ltd. (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC on May 22, 2025).

Exhibit 10.3 AMENDMENT TO LOAN AGREEMENT Amendment Executed on: May 22, 2025 This AMENDMENT TO LOAN AGREEMENT (this “Amendment”) to the Loan Agreement dated December 22, 2024 (the “Agreement”) is entered into on May 22, 2025 (the “Effective Date”), by and between MitoCareX Bio Ltd, (the “MitoCareX” or the “Company” as defined in the Agreement), L.I.A Pure Capital Ltd. (“Pure Capital”, or the “Guar

Amendment to Securities Purchase and Exchange Agreement, dated May 18, 2025 among the Company, MitoCareX Bio Ltd., Alon Silberman and Ciro Leonardo Pierri (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on May 22, 2025).

Exhibit 10.1 AMENDMENT NO. 1 TO SECURITIES PURCHASE AND EXCHANGE AGREEMENT This AMENDMENT No.1 (the “Amendment”) to the Securities Purchase and Exchange Agreement, dated February 25, 2025 (the “Agreement”), by and among N2OFF, Inc., a Nevada corporation (the “Purchaser”), MitoCareX Bio Ltd., a private company incorporated under the laws of the State of Israel (“MitoCareX”), SciSparc Ltd., a public

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2025 N2OFF, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File Number) (IR

Amendment to Loan Agreement, dated March 12, 2025, among the Company, MitoCareX Bio Ltd. and L.A.A. Pure Capital Ltd. (incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed with the SEC on May 22, 2025).

Exhibit 10.4 AMENDMENT TO LOAN AGREEMENT Amendment Executed on: May 22, 2025 This AMENDMENT TO LOAN AGREEMENT (this “Amendment”) to the Loan Agreement dated March 12, 2025 (the “Agreement”) is entered into on May 22, 2025 (the “Effective Date”), by and between MitoCareX Bio Ltd, (the “MitoCareX” or the “Company” as defined in the Agreement), L.I.A Pure Capital Ltd. (“Pure Capital”, or the “Guarant

Loan Agreement, dated May 22, 2025, among the Company, MitoCareX Bio Ltd. and L.I.A. Pure Capital Ltd.

Exhibit 10.2 LOAN AGREEMENT This Agreement (the “Agreement”) is effective as of May 22, 2025 by and between MitoCareX Bio Ltd., a private company incorporated under the laws of the State of Israel, whose principal address is at 40 Gordon Street, Givatayim, Israel (the “Company”) and the lender, who will provide the Company a loan amount as set forth in Schedule A (the “Lender”) and such entity lis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

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 March 31, 2025 ☐ 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. 001-40403 N2OFF, INC. (Exa

Form of $1,500,000 Promissory Note

Exhibit 4.1 THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THIS NOTE HAS BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT O

Purchase Agreement, dated as of May 12, 2025, between the Company and the Investor

Exhibit 10.1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”), dated as of May 12, 2025, is between N2OFF, INC., a Nevada corporation, with headquarters located at 134 HaPardes (Meshek Sander) Neve Yarak, Israel 4994500 (the “Company”), and the investor listed on the Schedule of Buyers attached as Schedule I hereto (the “Buyer”). WITNESSETH WHEREAS, the Company and the Buyer desire to

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2025 N2OFF, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File Number) (IR

Unregistered Sales of Equity Securities, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 12, 2025 N2OFF, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction (Commission (IRS Employer of incorporation) Fil

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2025 N2OFF, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File Number) (I

Share Purchase Agreement, dated April 9, 2025, among the Company, NTWO OFF Ltd. and Yaaran Investments Ltd. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on April 10, 2025).

Exhibit 10.1 Share Purchase Agreement Made and signed in on the day of April, 2025 Between: N2OFF, Inc., a Nevada corporation. Address: HaPardes 134 (Meshek Sander) Neve Yarak, Israel. Phone: (347) 468-9583 (the “Seller”) And: Yaaran Investments Ltd. Company No. 514572411 Address: 7 HaHarsit St., Shaarei Tikva Phone: (the “Purchaser”) (Collectively the “Parties”) And: NTWO OFF Company No. 51686341

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40403 N2OFF, INC. (Ex

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2025 N2OFF, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File Number) (

List of Subsidiaries

Exhibit 21.1 LIST OF SUBSIDIARIES Company Name Jurisdiction of Incorporation Save Foods Ltd.(1) Israel NTWO OFF Ltd. (2) Israel NITO Renewable Energy, Inc. (3) Nevada (1) Save Foods Ltd. is the 98.48% owned subsidiary of N2OFF, Inc. (2) NTWO OFF Ltd. is the 60% owned subsidiary of N2OFF, Inc. (3) NITO Renewable Energy, Inc. is the 100% owned subsidiary of N2OFF, Inc., and which owns 70% of SB Impa

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2025 N2OFF, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File Number) (

Amendment to Securities Purchase Agreement, dated March 19, 2025 between the Company and L.I.A. Pure Capital Ltd., Capitalink Ltd., and Amir Uziel Economic Consultant Ltd.(incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on March 20, 2025).

Exhibit 10.1 AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT THIS AMENDMENT, dated March 19, 2025, (this “Amendment”), to the Securities Purchase Agreement dated December 10, 2024 (the “SPA”) between N2OFF, Inc., a Nevada corporation, with offices located at 134 HaPardes (Meshek Sander) Neve Yarak, Israel 4994500 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (i

Loan Agreement, dated March 12, 2025, among the Company MitoCareX Bilo Ltd. and L.I.A. Pure Capital Ltd. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on March 17, 2025).

Exhibit 10.1 LOAN AGREEMENT This Agreement (the “Agreement”) is effective as of March 12, 2025 by and between MitoCareX Bio Ltd., a private company incorporated under the laws of the State of Israel, whose principal address is at 40 Gordon Street, Givatayim, Israel (the “Company”) and the lender, who will provide the Company a loan amount as set forth in Schedule A (the “Lender”) and such entity l

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2025 N2OFF, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2025 N2OFF, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File Number) (

Initial Closing Date Acknowledgement and Confirmation Addendum, among the Company, Solterra Brand Services Italy SRL, dated February 24, 2025

Exhibit 10.2 Initial Closing Date Acknowledgement and Confirmation Addendum Capitalized terms not otherwise defined herein shall have the meaning ascribed to them under the SHA (as defined below) This Initial Closing Date Acknowledgement and Confirmation Addendum is made and entered into on February 24, 2025, by and between Solterra Brand Services Italy SRL (“SB”) and N2OFF, Inc. (“N2OFF”), pursua

Shareholders Agreement, dated February 10, 2025, among the Company, Solterra Brand Services Italy SRL and SB Impact 4 Ltd.

Exhibit 10.1 SHAREHOLDERS AGREEMENT Made and Entered into on February 10, 2025 THIS SHAREHOLDERS’ AGREEMENT (“Agreement”) is entered into on February 10, 2025 (the “Effective Date”), by and among Solterra Brand Services Italy SRL, a company organized under the laws of Italy (“SB”), having its registered address at Via Angelo Secchi 8, 00197 Rome (RM), Italy; N2OFF Inc., a company organized under t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2025 N2OFF, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2025 N2OFF, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

Regulation FD Disclosure, Financial Statements and Exhibits, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2025 N2OFF, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File Number

N2OFF Signs Definitive Agreement to Acquire Next-Gen Computational Drug Discovery Company, Targeting Hard To Treat Cancers

Exhibit 99.1 N2OFF Signs Definitive Agreement to Acquire Next-Gen Computational Drug Discovery Company, Targeting Hard To Treat Cancers Neve Yarak, Israel, February 26, 2025 (GLOBE NEWSWIRE) — N2OFF, Inc.\ (NASDAQ: NITO) (FSE:80W) (“N2OFF” and the “Company”), a clean tech company engaged in sustainable solutions for solar energy, energy battery storage and innovation for agri- tech, announced toda

Securities Purchase and Exchange Agreement, dated February 25, 2025, among the Company, MitoCareX Bio Ltd., Alon Silberman and Ciro Leonardo Pierri (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on February 26, 2025).

Exhibit 10.1 SECURITIES PURCHASE AND EXCHANGE AGREEMENT This SECURITIES PURCHASE AND EXCHANGE AGREEMENT (the “Agreement”) is entered into as of February 25, 2025 by and among N2OFF, Inc., a Nevada corporation, with an office address of HaPardes 134 (Meshek Sander), Neve Yarak, Israel (“N2OFF” or the “Purchaser”), MitoCareX Bio Ltd., a private company incorporated under the laws of the State of Isr

N2OFF, INC. Up to 53,125,000 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-284337 N2OFF, INC. Up to 53,125,000 Shares of Common Stock This prospectus relates to the resale, from time to time, by the selling stockholders identified in this prospectus (the “Selling Stockholders”), of up to 53,125,000 shares of our common stock, par value $0.0001 per share, consisting of (i) up to 1,704,116 shares of common stock held by

N2OFF, INC. HaPardes 134 (Meshek Sander) Neve Yarak, Israel 4994500

N2OFF, INC. HaPardes 134 (Meshek Sander) Neve Yarak, Israel 4994500 February 14, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street N.E. Washington, D.C. 20549 Attn: Juan Grana Re: N2OFF, Inc. Amendment No. 2 to Registration Statement on Form S-1/A (File No. 333-284337) Dear Mr. Grana: Pursuant to Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 FORM S-1/A REGISTRATION STATEMENT THE SECURITIES ACT OF 1933

As filed with the Securities and Exchange Commission on February 14, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 FORM S-1/A REGISTRATION STATEMENT THE SECURITIES ACT OF 1933

As filed with the Securities and Exchange Commission on February 7, 2025 Registration No.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2025 N2OFF, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File Number)

Calculation of Registration Fee (incorporated by reference to Exhibit 107.1 to our registration statement on Form S-1 filed with the SEC on January 17, 2025).

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) N2OFF, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title(1) Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price ($) Fee Rate ($) Amount of Registration Fee ($) Equity C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933

As filed with the Securities and Exchange Commission on January 17, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2025 N2OFF, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2025 N2OFF, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File Number)

N2OFF: Save Foods Ltd. (100%) Wins Patent Opposition Filed by ECOLAB in Europe

Exhibit 99.1 N2OFF: Save Foods Ltd. (100%) Wins Patent Opposition Filed by ECOLAB in Europe Neve Yarak, Israel, January 15, 2025 (GLOBE NEWSWIRE) — N2OFF, Inc.\ (NASDAQ: NITO) (FSE:80W) (“N2OFF” and the “Company”), a clean tech company engaged in sustainable solutions for energy and agri-tech innovation, announced that its subsidiary Save Foods Ltd. (“Save Foods”) was informed that opposition to i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2025 N2OFF, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2025 N2OFF, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File Number)

N2OFF Granted 180-Day Extension by Nasdaq to Regain Compliance with Minimum Bid Price Rule

Exhibit 99.1 N2OFF Granted 180-Day Extension by Nasdaq to Regain Compliance with Minimum Bid Price Rule Neve Yarak, Israel, January 8, 2025 (GLOBE NEWSWIRE) — N2OFF, Inc.\ (NASDAQ: NITO) (FSE:80W) (“N2OFF” or the “Company”), a clean tech company engaged in sustainable solutions for the energy and agri-tech industries, announced that on January 7, 2025 the Company received formal notification from

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 2, 2025 N2OFF, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 2, 2025 N2OFF, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File Number)

Loan Agreement dated December 22, 2024, among the Company, MitoCareX Bio Ltd. and L.I.A. Pure Capital Ltd. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on December 26, 2024)

Exhibit 10.1 LOAN AGREEMENT This Agreement (the “Agreement”) is effective as of December 22, 2024 by and between MitoCareX Bio Ltd., a private company incorporated under the laws of the State of Israel, whose principal address is at 40 Gordon Street, Givatayim, Israel (the “Company”) and the lender, who will provide the Company a loan amount as set forth in Schedule A (the “Lender”) and such entit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2024 N2OFF, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2024 N2OFF, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File Number

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2024 N2OFF, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File Number

Form of Common Warrant, as amended (incorporated by reference to Exhibit 4.1.1 to our Current Report on Form 8-K filed with the SEC on December 12, 2024)

Exhibit 4.1.1 [FORM OF COMMON WARRANT] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE R

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on December 10, 2024)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 10, 2024 by and among N2OFF, Inc., a Nevada corporation, with headquarters located at 134 HaPardes (Meshek Sander) Neve Yarak, Israel 4994500 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”). WH

Form of Registration Agreement (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on December 10, 2024)

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 10, 2024, by and among N2OFF, Inc., a corporation incorporated in Nevada, with headquarters located at HaPardes 134 (Meshek Sander), Neve Yarak, Israel 4994500 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Bu

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on December 10, 2024)

Exhibit 4.2 [FORM OF PRE-FUNDED WARRANT] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE

Form of Common Warrant (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on December 10, 2024)

Exhibit 4.1 [FORM OF COMMON WARRANT] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REG

Waiver Agreement, between the Company and L.I.A. Pure Capital Ltd., dated December 5, 2024 (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC. on December 10, 2024).

Exhibit 10.3 L.I.A. Pure Capital Ltd. 20 Wallenberg Raul Tel Aviv, Israel December 5, 2024 N2OFF, Inc. HaPardes 134 (Meshek Sander) Neve Yarak, Israel Re: Waivers Gentlemen: Reference is hereby made to the Warrant to Purchase Shares of Common Stock, dated October 1, 2024 (the “Warrant”), to purchase 1,850,000 shares of common stock issued by N2OFF, Inc. (the “Company”). Capitalized terms used here

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2024 N2OFF, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2024 N2OFF, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2024 N2OFF, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File Number

Debt Settlement Agreement, dated November 15, 2024 between Plantify Foods, Inc. and the Company (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on November 18, 2024)

Exhibit 10.1 DEBT SETTLEMENT AGREEMENT THIS AGREEMENT is made as of 15 day of November, 2024 BETWEEN: PLANTIFY FOODS, INC., a company incorporated under the laws of the Province of British Columbia, having an office at 2264 East 11th Avenue, Vancouver, British Columbia V5N 1Z6 (the “Debtor”) AND: N2OFF, INC., a company incorporated under the laws of the State of Nevada, having an office at HaParde

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

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 September 30, 2024 ☐ 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. 001-40403 N2OFF, INC.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2024 N2OFF, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

Amended and Restated Bylaws, adopted November 11, 2024 (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed with the Sec on November 12, 2024)

Exhibit 3.2 BY-LAWS OF N2OFF, INC. a Nevada corporation (the “Corporation”) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Corporation’s board of directors (“Board of Directors”), which

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2024 N2OFF, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File Number

Facility Agreement, dated October 1, 2024, between L.I.A. Pure Capital Ltd. and the Company (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on October 2, 2024)

Exhibit 10.1 FACILITY AGREEMENT THIS FACILITY AGREEMENT (the “Agreement”) is made as of October 1, 2024, by and between L.I.A. Pure Capital Ltd., company no. 514408715, or such other party as shall be designated by L.I.A. Pure Capital Ltd. (the “Lender”) and N2OFF, Inc. (the “Borrower” or the “Company”) (the Borrower together with the Lender, the “Parties” and individually each a “Party”). WHEREAS

Warrant, dated October 1, 2024 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on October 2, 2024)

Exhibit 10.2 Annex A NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEM

N2OFF Announces Strategic Initiatives Intended to Maximize Shareholder Value

Exhibit 99.1 N2OFF Announces Strategic Initiatives Intended to Maximize Shareholder Value Neve Yarak, Israel, October 2, 2024 (GLOBE NEWSWIRE) — N2OFF, Inc.\ (NASDAQ: NITO) (FSE:80W) (“N2OFF” or the “Company”), a clean tech company engaged in sustainable solutions for the energy and agri-tech industries, announced today key strategic initiatives approved by its board of directors (the “Board”) tha

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2024 N2OFF, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File Number)

Unregistered Sales of Equity Securities, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 12, 2024 N2OFF, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction (Commission (IRS Employer of incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2024 N2OFF, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2024 N2OFF, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File Numbe

N2OFF Inc. and Solterra Announce Potential to Increase Capacity in Solar PV Joint Venture Project

Exhibit 99.1 N2OFF Inc. and Solterra Announce Potential to Increase Capacity in Solar PV Joint Venture Project Solterra reported that, following a thorough review of the approval, the allocation is approximately 10% greater than originally anticipated. Neve Yarak, Israel, September 11, 2024 (GLOBE NEWSWIRE) — N2OFF, Inc.\ (NASDAQ: NITO) (FSE:80W) (“N2OFF” and the “Company”), a clean tech company e

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

According to Solterra this approval demonstrates the project meets the required safety standards to connect to the power grid and is currently aligned with the set timeline and milestones

Exhibit 99.1 N2OFF Inc. Solar PV JV Secures Approval to Connect First PV Solar Project in Germany to the Power Grid of a Regional Energy Provider According to Solterra this approval demonstrates the project meets the required safety standards to connect to the power grid and is currently aligned with the set timeline and milestones Neve Yarak, Israel, August 27, 2024 (GLOBE NEWSWIRE) — N2OFF, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2024 N2OFF, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2024 N2OFF, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

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, 2024 ☐ 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. 001-40403 N2OFF, INC. (Exac

Loan and Partnership Agreement, dated July 31, 2024, between the Company, Solterra Renewable Energy Ltd., Horizons RES PE1 UG (haftungsbeschränkt) & Co. KG, and other investors signatory thereto.

EX-10.1 2 ex10-1.htm Exhibit 10.1 Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K and, where applicable, have been marked with “[***]” to indicate where redactions have been made. The marked information has been redacted because it is both (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. LOAN A

N2OFF, INC. Entered into an Agreement to Fund up to € 8 million for 50% Rights in Several Solar PV Projects to be Developed by Solterra Renewable Energy Ltd. First PV project in a capacity of 111 MW, received a municipal approval as well as an indica

Exhibit 99.1 N2OFF, INC. Entered into an Agreement to Fund up to € 8 million for 50% Rights in Several Solar PV Projects to be Developed by Solterra Renewable Energy Ltd. First PV project in a capacity of 111 MW, received a municipal approval as well as an indicative solution for grid connection by a large regional energy service provider in Germany Neve Yarak, Israel, July 31, 2024 (GLOBE NEWSWIR

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2024 N2OFF, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File Number) (I

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2024 N2OFF, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File Number) (IR

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2024 N2OFF, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File Number) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

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 March 31, 2024 ☐ 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. 001-40403 N2OFF, INC. (Exa

$1,500.000 Promissory Note issued to YA II PN, Ltd., dated April 4, 2024 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on April16, 2024

Exhibit 4.1

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 4, 2024 N2OFF, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction (Commission (IRS Employer of incorporation) Fi

Description of the Registrant’s Securities

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 General We are currently authorized to issue up to 495,000,000 shares of common stock, of which 2,988,617 shares were issued and outstanding as of the date of this Annual Report, and 5,000,000 shares of preferred stock, par value $0.0001 per share, of which none were issu

List of Subsidiaries (incorporated by reference to Exhibit 21.1 to our Annual Report on Form 10-K filed with the SEC on April 1, 2024)

Exhibit 21.1 LIST OF SUBSIDIARIES Company Name Jurisdiction of Incorporation Save Foods Ltd.(1) Israel NTWO OFF Ltd. (2) Israel Plantify Foods, Inc. (3) Canada (1) Save Foods Ltd. is the 98.48% owned subsidiary of N2OFF, Inc. (2) NTWO OFF Ltd. is the 60% owned subsidiary of N2OFF, Inc. (3) Plantify Foods, Inc. is the 23.13% owned subsidiary of N2OFF, Inc.

Clawback Policy

Exhibit 97.1 SAVE FOODS, INC. COMPENSATION RECOVERY POLICY Adopted by the Board of Directors on November 12, 2023. Introduction The Board of Directors (the “Board”) of Save Foods, Inc. (the “Company”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-p

First Amendment to Save Foods, Inc. 2022 Share Incentive Plan (incorporated by reference to Exhibit 10.19 to our Annual Report on Form 10-K filed with the SEC on April 1, 2024)

Exhibit 10.19 FIRST AMENDMENT TO THE SAVE FOODS, INC. 2022 SHARE INCENTIVE PLAN FIRST AMENDMENT TO THE SAVE FOODS, INC. 2022 SHARE INCENTIVE PLAN This FIRST AMENDMENT TO THE SAVE FOODS, INC. 2022 SHARE INCENTIVE PLAN (this “Amendment”), dated as of October 2, 2023 (the “Effective Date”) is made and entered into by Save Foods, Inc., a Delaware corporation (the “Company”). Terms used in this Amendme

Insider Trading Policy

Exhibit 19.1 SAVE FOODS, INC. Insider Trading Compliance Policy Adopted November 12, 2023 Contents Page I. Introduction and Persons Covered by this Policy 1 II. Statement of Policies Prohibiting Insider Trading 2 III. Explanation of Insider Trading 2 IV. Procedures to Prevent Insider Trading 5 V. Additional Prohibited Transactions 6 VI. Rule 10b5-1 Trading Plans 8 VII. Interpretation, Amendment, a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40403 N2OFF, INC. (Ex

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 18, 2024 N2OFF, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction (Commission (IRS Employer of incorporation) F

Certificate of Amendment to Articles of Incorporation of Save Foods, Inc., effective as of March 15, 2024 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on March 19, 2024)

Exhibit 3.1

Save Foods Announces Corporate Rebranding Changes Name to N2OFF Inc. to Reflect Core Values of its Business

Exhibit 99.1 Save Foods Announces Corporate Rebranding Changes Name to N2OFF Inc. to Reflect Core Values of its Business Save Foods’ Nasdaq trading symbol will change to NITO on March 19, 2024 Neve Yarak, Israel, March 18, 2024/Global Newswire/ – Save Foods, Inc. (NASDAQ: SVFD) (FSE:80W) (“Save Foods” or the “Company”), an innovative agri-food tech company providing sustainable solutions for agric

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2024 Save Foods, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2024 Save Foods, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction (Commission (IRS Employer of incorpo

Save Foods’ Subsidiary Changes its Name to NTWO OFF Ltd.

Exhibit 99.1 Save Foods’ Subsidiary Changes its Name to NTWO OFF Ltd. Neve Yarak, Israel – February 21, 2024 – Save Foods, Inc. (NASDAQ: SVFD) (FSE:80W), a pioneer agri-food tech company offering sustainable solutions for agriculture and plant based food, today announced that its subsidiary, formerly known as Nitrousink Ltd., received approval from The Registrar of Companies in Israel, to change i

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2024 Save Foods, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File N

Save Foods’ Board of Directors Decide to Distribute Plantify Holdings to Stockholders Later in 2024

Exhibit 99.1 Save Foods’ Board of Directors Decide to Distribute Plantify Holdings to Stockholders Later in 2024 The Company believes this strategic decision will add value to its stockholders at no additional cost Neve Yarak, Israel – February 12, 2024 – Save Foods, Inc. (NASDAQ: SVFD) (FSE:80W), a pioneer in sustainable solutions for agriculture, announced today that its board of directors agree

Save Foods Announces the approval by its stockholders of the Nasdaq 20% Share Issuance under the $USD20 Million Standby Equity Purchase Agreement and the Name Change to “N2OFF, INC.”

Exhibit 99.1 Save Foods Announces the approval by its stockholders of the Nasdaq 20% Share Issuance under the $USD20 Million Standby Equity Purchase Agreement and the Name Change to “N2OFF, INC.” Neve Yarak, Israel – (GLOBE NEWSWIRE) February 9, 2024 – Save Foods, Inc. (NASDAQ: SVFD) (FSE:80W), a pioneer in sustainable solutions for agriculture, announced today the results of its special meeting o

Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2024 Save Foods, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File Nu

SAVE FOODS, INC. 6,666,667 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-276474 SAVE FOODS, INC. 6,666,667 Shares of Common Stock This prospectus relates to the resale from time to time of up to 6,666,667 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Save Foods, Inc., a Nevada corporation (the “Company”), by YA II PN, Ltd. (the “Investor” or the “Selling Stockholder”), pursuant to a st

SAVE FOODS, INC. HaPardes 134 (Meshek Sander) Neve Yarak, Israel 4994500

SAVE FOODS, INC. HaPardes 134 (Meshek Sander) Neve Yarak, Israel 4994500 February 5, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street N.E. Washington, D.C. 20549 Attn: Juan Grana Re: Save Foods, Inc. Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-276474) Dear Mr. Grana: Pursuant t

As filed with the Securities and Exchange Commission on February 2, 2024

As filed with the Securities and Exchange Commission on February 2, 2024 Registration No.

SVFD / Save Foods, Inc. / Fetisov Gleb - SC 13G Passive Investment

SC 13G 1 d764657dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.  )* Save Foods, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 80512Q303 (CUSIP Number) November 14, 2023 (Date of Event Which Requires Filing of this Statement) Check the appr

Calculation of Registration Fee.

Exhibit 107 Calculation of Filing Fee Table Form S-1 Save Foods, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered(1) Proposed Maximum Offering Price per Share(2) Proposed Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Common Stock, $0.0001 par value per share 457(c) 6,666,667 $ 2.08 $ 13,866,66

As filed with the Securities and Exchange Commission on January 11, 2024

As filed with the Securities and Exchange Commission on January 11, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

Standby Equity Purchase Agreement, dated December 22, 2023, between Save Foods, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on December 26, 2023).

Exhibit 10.1 STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of December 22, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and SAVE FOODS, INC., a company incorporated under the laws of the State of Delaware (the “Company”). WHEREAS, the parties desire that, upon the terms and subject t

Form of Promissory Note from the Company to YA II PN Ltd. (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on December 26, 2023)

Exhibit 4.1 THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THIS NOTE HAS BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2023 Save Foods, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2023 Save Foods, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2023 Save Foods, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2023 Save Foods, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

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 September 30, 2023 ☐ 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. 001-40403 SAVE FOODS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2023 Save Foods, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2023 Save Foods, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File N

Articles of Incorporation of Save Foods, Inc., dated November 3, 2023 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on November 9, 2023)

Exhibit 3.1

Certificate of Merger filed with the Secretary of State of the State of Delaware, dated November 6, 2023 (incorporated by reference to Exhibit 3.3 to our Current Report on Form 8-K filed with the SEC on November 9, 2023)

Exhibit 3.3

Agreement of Merger between Save Foods, Inc., a Delaware corporation and Save Foods, Inc., a Nevada corporation, dated November 6, 2023 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on November 9, 2023).

Exhibit 10.1 AGREEMENT OF MERGER OF SAVE FOODS, INC. AND SAVE FOODS, INC. THIS AGREEMENT OF MERGER (this “Agreement”) is entered into by and between Save Foods, Inc., a Delaware corporation (“Parent”) and Save Foods, Inc., a Nevada corporation (“Subsidiary”), as of the 6th day of November, 2023. WHEREAS, the boards of directors of each of Parent and Subsidiary have declared it advisable and to the

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2023 Save Foods, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File Nu

Bylaws, adopted November 3, 2023 (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed with the SEC on November 9, 2023)

Exhibit 3.2 BY-LAWS OF SAVE FOODS, INC. a Nevada corporation (the “Corporation”) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Corporation’s board of directors (“Board of Directors”),

Articles of Merger filed with the Secretary of State of the State of Nevada, dated November 6, 2023 (incorporated by reference to Exhibit 3.4 to our Current Report on Form 8-K filed with the SEC on November 9, 2023)

Exhibit 3.4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2023 Save Foods, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2023 Save Foods, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File

Promissory Note issued by the Company to YA II PN Ltd. (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on November 2, 2023)

Exhibit 4.1 THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THIS NOTE HAS BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT O

SAVE FOODS, INC. 1,000,000 Shares of Common Stock

PROSPECTUS Filed pursuant to Rule 424(b)(3) Registration No. 333-274932 SAVE FOODS, INC. 1,000,000 Shares of Common Stock This prospectus relates to the offer and sale by Save Foods, Inc. (the “Company”) of up to an aggregate of 1,000,000 shares of our common stock, par value $0.0001 per share (the “Common Stock”), pursuant to a standby equity purchase agreement (the “Purchase Agreement”) we enter

As filed with the Securities and Exchange Commission on October 26, 2023

As filed with the Securities and Exchange Commission on October 26, 2023 Registration No.

SAVE FOODS, INC. HaPardes 134 (Meshek Sander) Neve Yarak, Israel 4994500

SAVE FOODS, INC. HaPardes 134 (Meshek Sander) Neve Yarak, Israel 4994500 October 26, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Attn: Margaret Schwartz Re: Save Foods, Inc. Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-274932) Dear Ms. Schwartz: Pursuant to Rule 461 promulgated under the Securitie

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2023 Save Foods, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File

October 12, 2023

October 12, 2023 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.

As filed with the Securities and Exchange Commission on October 11, 2023

As filed with the Securities and Exchange Commission on October 11, 2023 Registration No.

Calculation of Registration Fee

Exhibit 107 Calculation of Filing Fee Table Form S-1 Save Foods, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered(1) Proposed Maximum Offering Price per Share(2) Proposed Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Common Stock, $0.0001 par value per share 457(c) 1,000,000 $ 3.01 $ 3,010,000

List of Subsidiaries (incorporated by reference to Exhibit 21.1 to our Registration Statement on Form S-1 filed with the SEC on October 11, 2023).

Exhibit 21.1 SUBSIDIARIES Name Jurisdiction Save Foods Ltd. is 98.48% owned by Save Foods, Inc. Israel Nitrousink, Ltd. is 60% owned by Save Foods, Inc. Israel

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Save Foods, Inc., effective as of October 5, 2023 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on October 5, 2023)

Exhibit 3.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2023 Save Foods, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2023 Save Foods, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File N

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2023 Save Foods, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File N

EARLY WARNING PRESS RELEASE

Exhibit 99.1 EARLY WARNING PRESS RELEASE Vancouver, B.C. – September 22, 2023, Save Foods, Inc. (“Save Foods” or the “acquiror”), of Hapardes 134 (Meshek Sander), Neve Yarak, 4994500 Israel, makes the following announcement in accordance with Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insid

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2023 Save Foods, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2023 Save Foods, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2023 Save Foods, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File N

Second Amendment to Stock Exchange Agreement, dated August 13, 2023 (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed with the SEC on August 16, 2023).

Exhibit 10.3 SECOND AMENDMENT TO THE STOCK EXCHANGE AGREEMENT THIS SECOND AMENDMENT TO THE STOCK EXCHANGE AGREEMENT by and among Yaaran Investments Ltd., a company organized under the laws of the State of Israel (“Yaaran”), Save Foods Ltd. and Save Foods, Inc. (together “Save Foods”) and NewCo Ltd. (or such future name as shall be determined between the Parties upon the incorporation of NewCo or a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

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, 2023 ☐ 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. 001-40403 SAVE FOODS, INC.

SVFD / Save Foods Inc / Yaaran Investments Ltd. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 Save Foods, Inc. (Name of Issuer) Common Stock, $0.0001 Par Value (Title of Class of Securities) 80512Q303 (CUSIP Number) July 27, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2023 (July 24, 2023) Sav

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2023 (July 24, 2023) Save Foods, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Com

First Amendment to Stock Exchange Agreement, dated July 24, 2023, by and among Save Foods, Inc., Save Foods Ltd., Yaaran Investments Ltd., and NewCo, Ltd. (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed with the SEC on July 28, 2023)

Exhibit 10.2 FIRST AMENDMENT TO THE STOCK EXCHANGE AGREEMENT THIS FIRST AMENDMENT TO THE STOCK EXCHANGE AGREEMENT by and among Yaaran Investments Ltd., a company organized under the laws of the State of Israel (“Yaaran”), Save Foods Ltd. and Save Foods, Inc. (together “Save Foods”) and NewCo Ltd. (or such future name as shall be determined between the Parties upon the incorporation of NewCo or as

Form of Promissory Note from the Company to YA II PN Ltd. (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on July 27, 2023)

Exhibit 4.1 THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THIS NOTE HAS BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT O

Standby Equity Purchase Agreement, dated July 23, 2023, by and between Save Foods, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on July 27, 2023).

Exhibit 10.1 STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of July 23, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and SAVE FOODS, INC., a company incorporated under the laws of the State of Delaware (the “Company”). WHEREAS, the parties desire that, upon the terms and subject to th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2023 Save Foods, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2023 Save Foods, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40403 26-4684680 (State or other jurisdiction (Commission (IRS Employer of incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2023 Save Foods, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2023 Save Foods, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40403 26-4684680 (State or other jurisdiction (Commission (IRS Employer of incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2023 Save Foods, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2023 Save Foods, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File Num

Stock Exchange Agreement, by and among Save Foods, Inc., Save Foods Ltd., Yaaran Investments Ltd., and NewCo, Ltd., dated July 11, 2023 (incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K filed with the SEC on July 12, 2023)

Exhibit 1.1 Certain identified information has been excluded from the exhibit because it both (i) is not material and (ii) is the type that the company treats as private or confidential, and such information has been marked at the appropriate place with [***]. STOCK ExchAnge AGREEMENT This STOCK EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of July 11, 2023 (the “Effective Date

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2023 (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2023 (April 6, 2023) Save Foods, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40403 26-4684680 (State or other jurisdiction (Com

PLANTIFY FOODS, INC. (Formerly Antalis Ventures Corp.) CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2022

Exhibit 99.1 PLANTIFY FOODS, INC. (Formerly Antalis Ventures Corp.) CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2022 INDEX Page Independent Auditors’ Report 2 Statements of Financial position 3 – 4 Statements of Comprehensive Loss 5 Statements of Changes in Shareholders’ Equity (Deficiency) 6 Statements of Cash Flows 7 Notes to Financial Statements 8 – 34 - - - - - - - - - - - 1 Independe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

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 March 31, 2023 ☐ 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. 001-40403 SAVE FOODS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2023 (April 25, 2023) S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2023 (April 25, 2023) Save Foods, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40403 26-4684680 (State or other jurisdiction of incorporation) (C

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2023 (April 10, 2023) Save Foods, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40403 26-4684680 (State or other jurisdiction of incorporation) (C

Save Foods, Inc. Has Acquired Direct Ownership of 30,004,349 Common Shares of Plantify Foods, Inc.

Exhibit 99.1 Save Foods, Inc. Has Acquired Direct Ownership of 30,004,349 Common Shares of Plantify Foods, Inc. Neve Yarak, Israel, April 10, 2023 (GLOBE NEWSWIRE) — Save Foods, Inc. (NASDAQ: SVFD) (FSE:80W) (“Save Foods” or the “Company”), an agri-food tech company specializing in eco-crop protection that helps to reduce food waste and ensure food safety while reducing the use of pesticides, toda

SVFD / Save Foods Inc / Plantify Foods, Inc Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 Save Foods, Inc. (Name of Issuer) Common Stock, $0.0001 Par Value (Title of Class of Securities) 80512Q303 (CUSIP Number) April 5, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

Securities Exchange Agreement, dated March 31, 2023, between Plantify Foods, Inc. and Save Foods, Inc. (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed by Save Foods with the SEC on April 6, 2023).

Exhibit 1.1 SECURITIES EXCHANGE AGREEMENT This SECURITIES EXCHANGE AGREEMENT (the “Agreement”) is entered into as of March 31, 2023 by and among Save Foods, Inc., a Delaware corporation, with an office address of HaPardes 134 (Meshek Sander), Neve Yarak, Israel (“Save Foods”) and Plantify Foods, Inc., a British Columbia company, with an office address of 2264 East 11th Avenue, Vancouver, Canada (“

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2023 (March 31, 2023) Save Foods, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Co

CDN $1,500,000 Debenture, dated April 4, 2023, incorporated by reference to Exhibit 1.2 to our Current Report on Form 8-K filed with the SEC on April 6, 2023)

Exhibit 1.2 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B)

Plantify to issue CA$1,500,000 convertible debenture to Save Foods in a private placement, subject to the approval of Plantify’s shareholders

Exhibit 99.1 Save Foods, Inc. Announces Signing of Securities Exchange Agreement with Plantify Foods, Inc. Plantify to issue CA$1,500,000 convertible debenture to Save Foods in a private placement, subject to the approval of Plantify’s shareholders Neve Yarak, Israel, March 31, 2023 – Save Foods, Inc. (Nasdaq: SVFD) (“Save Foods” or the “Company”) is pleased to announce that it has signed a securi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2023 Save Foods, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2023 Save Foods, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File Num

List of Subsidiaries

Exhibit 21.1 LIST OF SUBSIDIARIES Company Name Jurisdiction of Incorporation Save Foods Ltd.(1) Israel (1) Save Foods Ltd. is the 98.48% owned subsidiary of Save Foods Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56100 SAVE FOODS, INC

SVFD / Save Foods, Inc. / L.I.A. Pure Capital Ltd - AMENDMENT NO. 3 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Act of 1934 (Amendment No. 3) SAVE FOODS, INC. (Name of Issuer) Common Stock, $0.0001 Par Value (Title of Class of Securities) 80512Q 303 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which t

SVFD / Save Foods, Inc. / UZIEL AMIR Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Act of 1934 (Amendment No. 2) SAVE FOODS, INC. (Name of Issuer) Common Stock, $0.0001 Par Value (Title of Class of Securities) 80512Q 303 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2023 Save Foods, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2023 Save Foods, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

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 September 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. 001-40403 SAVE FOODS,

Submission of Matters to a Vote of Security Holders, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2022 (August 29, 2022) Save Foods, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40403 26-4684680 (State or other jurisdiction of incorporation)

The Save Foods, Inc. 2022 Share Incentive Plan (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on August 30, 2022)

Exhibit 10.1 Save Foods, Inc. 2022 Share Incentive Plan Unless otherwise defined, terms used herein shall have the meaning ascribed to them in Section 2 hereof. 1. PURPOSE; TYPES OF AWARDS; CONSTRUCTION. 1.1. Purpose. The purpose of this 2022 Share Incentive Plan (as amended, this ?Plan?) is to afford an incentive to Service Providers of Save Foods, Inc., a Delaware registered company (together wi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION (Amendment No.

Amended and Restated Bylaws. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on August 24, 2022)

Exhibit 3.1 AMENDED AND RESTATED BY-LAWS OF SAVE FOODS, INC. (the ?Corporation?) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an ?Annual Meeting?) shall be held at the hour, date and place within or without the United States which is fixed by the Corporation?s board of directors (?Board of Directors?),

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 2022 SAVE FOODS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40403 26-4684680 (State or other jurisdiction of incorporation) (Commission File N

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 18, 2022 (August 15, 2022) SAVE FOODS, INC.

Form of Representative Warrant

Exhibit 4.1 Form of Representative?s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT EXCEPT AS HEREIN

Underwriting Agreement, between ThinkEquity LLC, a division of Fordham Financial Management, Inc., as representative of the several underwriters, and Save Foods, Inc. (incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K filed with the SEC on August 18, 2022)

EX-1.1 2 ex1-1.htm Exhibit 1.1 UNDERWRITING AGREEMENT between Save foods, inc. and ThinkEquity LLC as Representative of the Several Underwriters SAVE FOODS, INC. UNDERWRITING AGREEMENT New York, New York August 15, 2022 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Floor New York, New York 10004 Ladies and Gentlemen: The und

Save Foods Announces Pricing of Public Offering of Common Stock

Exhibit 99.1 Save Foods Announces Pricing of Public Offering of Common Stock Neve Yarak, Israel ? Aug. 15, 2022 ? Save Foods, Inc. (Nasdaq: SVFD) (?Save Foods? or the ?Company?), an agri-food tech company specializing in eco crop protection that helps to reduce food waste and ensure food safety while reducing the use of pesticides, today announced the pricing of a public offering of 1,600,000 shar

ThinkEquity The date of this prospectus supplement is August 15, 2022. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT

Filed pursuant to Rule 424(b)(5) Registration No. 333-266159 PROSPECTUS SUPPLEMENT (To the Prospectus dated July 22, 2022) 1,600,000 Shares Common Stock Save Foods, Inc. We are offering 1,600,000 shares of our common stock pursuant to this prospectus supplement and the accompanying prospectus. Our common stock, par value $0.0001 per share is listed on the Nasdaq Capital Market, or Nasdaq, under th

ThinkEquity The date of this prospectus supplement is , 2022. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT

Filed pursuant to Rule 424(b)(5) Registration No. 333-266159 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, but the information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell and are not soliciting an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

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.

Save Foods, Inc. HaPardes 134 (Meshek Sander) Neve Yarak, Israel, 4994500

Save Foods, Inc. HaPardes 134 (Meshek Sander) Neve Yarak, Israel, 4994500 July 20, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 RE: Save Foods, Inc. (CIK 0001789192) Registration Statement No. 333-266159 on Form S-3 (the ?Registration Statement?) Ladies and Gentlemen: Save Foods, Inc. (the ?Registrant?) hereby requests ac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

As filed with the Securities and Exchange Commission on July 15, 2022

As filed with the Securities and Exchange Commission on July 15, 2022 Registration No.

Filing Fee Table.

EX-FILING FEES 5 ex107.htm Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Save Foods, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

Corporate Presentation (furnished herewith)

Exhibit 99.1

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 30, 2022 SAVE FOODS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

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 March 31, 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.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 18, 2022 SAVE FOODS, INC.

List of Subsidiaries

Exhibit 21.1 LIST OF SUBSIDIARIES Company Name Jurisdiction of Incorporation Save Foods Ltd.(1) Israel (1) Save Foods Ltd. is the 98.48% owned subsidiary of Save Foods, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56100 SAVE FOODS, INC

SVFD / Save Foods, Inc. / L.I.A. Pure Capital Ltd - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Act of 1934 (Amendment No. 2) SAVE FOODS, INC. (Name of Issuer) Common Stock, $0.0001 Par Value (Title of Class of Securities) 80512Q 303 (CUSIP Number) March 17, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 10, 2022 SAVE FOODS, INC.

Corporate Presentation (furnished herewith)

Exhibit 99.1

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 24, 2022 SAVE FOODS, INC.

Corporate Presentation (furnished herewith)

Exhibit 99.1

SVFD / Save Foods, Inc. / L.I.A. Pure Capital Ltd - AMENDMENT NO.1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Act of 1934 (Amendment No. 1) SAVE FOODS, INC. (Name of Issuer) Common Stock, $0.0001 Par Value (Title of Class of Securities) 80512Q 303 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which t

SVFD / Save Foods, Inc. / YAAD consulting & management (1995) Ltd. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Act of 1934 (Amendment No. 1) SAVE FOODS, INC. (Name of Issuer) Common Stock, $0.0001 Par Value (Title of Class of Securities) 80512Q 303 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which t

SVFD / Save Foods, Inc. / Nir Ecology Ltd. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Act of 1934 (Amendment No. 1) SAVE FOODS, INC. (Name of Issuer) Common Stock, $0.0001 Par Value (Title of Class of Securities) 80512Q 303 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which t

SVFD / Save Foods, Inc. / Reinhold Nir Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Act of 1934 (Amendment No. 1) SAVE FOODS, INC. (Name of Issuer) Common Stock, $0.0001 Par Value (Title of Class of Securities) 80512Q 303 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which t

SVFD / Save Foods, Inc. / UZIEL AMIR Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Act of 1934 (Amendment No. 1) SAVE FOODS, INC. (Name of Issuer) Common Stock, $0.0001 Par Value (Title of Class of Securities) 80512Q 303 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which t

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 19, 2022 SAVE FOODS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

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 September 30, 2021 ? 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,

Save Foods Receives Regulatory Approval from the CDPR to Commence Commercialization in California

Exhibit 99.1 Save Foods Receives Regulatory Approval from the CDPR to Commence Commercialization in California Company to launch sales campaign for its SavePROTECTTM product in California?s $50 billion market TEL AVIV, Israel, November 9, 2021 - Save Foods (Nasdaq: SVFD) (?Save Foods? or the ?Company?), an agri-food tech company focused on developing and selling eco-friendly products specifically

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2021 SAVE FOODS, INC.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 18, 2021 SAVE FOODS, INC.

Corporate Presentation (furnished herewith)

Exhibit 99.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

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, 2021 ? 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. 000-40403 SAVE FOODS, INC.

Letter from Halperin Ilanit CPA, an independent registered public accounting firm, dated July 25, 2021

EX-16.1 2 ex16-1.htm Exhibit 16.1 July 25, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Save Foods, Inc. (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to a Current Report on Form 8-K of Save Foods, Inc. dated July 26, 2021. We agree with the statements co

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 26, 2021 SAVE FOODS, INC.

Corporate Presentation (furnished herewith)

Exhibit 99.1

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 9, 2021 SAVE FOODS, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 19, 2021 SAVE FOODS, INC.

May 18, 2021

EX-99.1 2 ex99-1.htm Exhibit 99.1 May 18, 2021 The Board of Directors of Save Foods, Inc. Dear Board members, Re: Resignation As previously disclosed in the registration statement on Form S-1 (File No. 333- 254327) (the “Registration Statement”), filed by Save Foods, Inc. (the “Company”) with the Securities and Exchange Commission, please be advised that upon consumption of the initial public offe

May 18, 2021

Exhibit 99.2 May 18, 2021 The Board of Directors of Save Foods, Inc. Dear Board members, Re: Resignation As previously disclosed in the registration statement on Form S-1 (File No. 333- 254327) (the ?Registration Statement?), filed by Save Foods, Inc. (the ?Company?) with the Securities and Exchange Commission, please be advised that upon consumption of the initial public offering of the Company a

Save Foods, Inc. Announces pricing of $12 million Public Offering and nasdaq listing

Exhibit 99.1 Save Foods, Inc. Announces pricing of $12 million Public Offering and nasdaq listing Tel Aviv, Israel, May 13, 2021 ? Save Foods, Inc. (?Save Foods? or the ?Company?) (Nasdaq: SVFD), an agri-food-tech company focused on developing and selling eco-friendly products specifically designed to extend the shelf life and ensure food safety of fresh fruits and vegetables, today announced the

Form of Representative’s Warrant

Exhibit 4.1 Form of Representative?s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT EXCEPT AS HEREIN

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 18, 2021 (May 13, 2021) SAVE FOODS, INC.

Save Foods, Inc. Announces CLOSING of $12 million Public Offering and nasdaq listinG

Exhibit 99.2 Save Foods, Inc. Announces CLOSING of $12 million Public Offering and nasdaq listinG Tel Aviv, Israel, May 18, 2021 ? Save Foods, Inc. (?Save Foods? or the ?Company?) (Nasdaq: SVFD), an agri-food-tech company focused on developing and selling eco-friendly products specifically designed to extend the shelf life and ensure food safety of fresh fruits and vegetables, today announced the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 [ ] 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,

Underwriting Agreement, between ThinkEquity, a division of Fordham Financial Management, Inc., as representative of the several underwriters, and Save Foods, Inc.

EXECUTION VERSION Exhibit 1.1 UNDERWRITING AGREEMENT between Save foods, inc. and ThinkEquity, a division of Fordham Financial Management, Inc., as Representative of the Several Underwriters SAVE FOODS, INC. UNDERWRITING AGREEMENT New York, New York May 13, 2021 ThinkEquity, A Division of Fordham Financial Management, Inc. As Representative of the several Underwriters named on Schedule 1 attached

ThinkEquity a division of Fordham Financial Management, Inc. The date of this prospectus is May 13, 2021.

Filed Pursuant to Rule 424(b)(4) Registration No. 333-254327 PROSPECTUS 1,090,909 Shares Common Stock Save Foods, Inc. We are offering 1,090,909 shares of our Common Stock par value $0.0001 per share (?Common Stock?), at a price of $11.00 per share. Our Common Stock has been approved for listing on the Nasdaq Capital Market (?Nasdaq?), under the symbol ?SVFD.? Investing in our securities involves

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-56100 CUSIP NUMBER NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-CEN [ ] Form N-CSR For Period Ended: March 31, 2021 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-

A Division of Fordham Financial Management, Inc 17 State Street, 22nd Floor New York, New York 10004 May 11, 2021

ThinkEquity, A Division of Fordham Financial Management, Inc 17 State Street, 22nd Floor New York, New York 10004 May 11, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Save Foods, Inc.

SAVE FOODS, INC. Kibbutz Alonim, Israel, 3657700

SAVE FOODS, INC. Kibbutz Alonim, Israel, 3657700 May 11, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 RE: Save Foods, Inc. (CIK 0001789192) Registration Statement on Form S-1, as amended (the ?Registration Statement?) File No. 333-254327 Request for Acceleration of Effective Date Ladies and Gentlemen: Save Foods, Inc. (th

-

As filed with the Securities and Exchange Commission on April 6, 2021 Registration Statement No.

List of Subsidiaries

EX-21.1 3 ex21-1.htm Exhibit 21.1 LIST OF SUBSIDIARIES Company Name Jurisdiction of Incorporation Save Foods Ltd.(1) Israel (1) Save Foods Ltd. is the 98.94% owned subsidiary of Save Foods, Inc.

Description of the Registrant’s Securities (incorporated by reference to Exhibit 4.1 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 29, 2021)

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 General We are currently authorized to issue up to 495,000,000 shares of Common Stock, of which 1,606,734 shares were issued and outstanding as of the date of this Annual Report, and 5,000,000 shares of preferred stock, par value $0.0001 per share, of which none were issu

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2020 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56100 SAVE FOODS,

Certificate of Amendment of the Certificate of Incorporation of Save Foods, Inc., effective as of February 23, 2020.

Exhibit 3.1.4

Loan Agreement, dated February 26, 2019, by and between Pimi Agro Cleantech Ltd. and Nimrod Ben Yehuda.

Exhibit 10.7

Form of Underwriter’s Warrant.

Exhibit 4.2 Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT EXCEPT AS HEREIN

Form of Underwriting Agreement by and between the Company and ThinkEquity, a Division of Fordham Financial Management, Inc., as Representative of the several underwriters named therein.

Exhibit 1.1 UNDERWRITING AGREEMENT between Save foods, inc. and ThinkEquity, a division of Fordham Financial Management, Inc., as Representative of the Several Underwriters SAVE FOODS, INC. UNDERWRITING AGREEMENT New York, New York [?], 2021 ThinkEquity, A Division of Fordham Financial Management, Inc. As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Stree

Consulting Agreement, dated November 6, 2020, by and between Save Foods, Inc. and S.T. Sporting (1996) Ltd. (incorporated by reference to Exhibit 10.13 to our Registration Statement on Form S-1 filed with the SEC on March 16, 2021)

Exhibit 10.13 CONSULTING AGREEMENT This CONSULTING AGREEMENT (this ?Agreement?) is made and entered as of November 1, 2020 (the ?Effective Date?), by and between Save Foods, Inc., a Delaware corporation (the ?Company?), and S.T. Sporting (1996) Ltd. (the ?Consultant?). Each of the Company and the Consultant shall additionally be referred to herein as a ?Party? and collectively, the ?Parties?. 1. S

Engagement Letter, dated September 28, 2017, related to financial services rendered to Save Foods, Inc. and Save Foods Ltd. by Shlomo Zakai.

Exhibit 10.3 To: Adv. Eitan Shmueli Pimi Agro Cleantech Ltd. Kibbutz Alonim 28 September 2017 Re: Engagement Letter for Accounting Services I enjoyed our meeting and am honored to hereby submit an offer of my services for services related to auditing and advisory services to Pimi Agro Cleantech Ltd. (?PIMI?) and Save Foods Inc. (?SAFO?), of which is quoted on the OTCQB Market. I am certain that ou

Certificate of Amendment of the Certificate of Incorporation of Save Foods, Inc., effective as of November 24, 2020 (incorporated by reference to Exhibit 3.1.3 to our Registration Statement on Form S-1 filed with the SEC on March 16, 2021)

Exhibit 3.1.3

Certificate of Amendment of the Certificate of Incorporation of Save Foods, Inc., effective as of June 12, 2019.

Exhibit 3.1.2

Settlement Agreement, dated March 18, 2019, by and between Pimi Agro Cleantech Ltd. and Nimrod Ben Yehuda.

Exhibit 10.8

Power of Attorney (included on the signature page of this registration statement).

As filed with the Securities and Exchange Commission on March 16, 2021 Registration Statement No.

Services Agreement, dated October 10, 2018, by and between Pimi Agro Cleantech Ltd., Dan Sztybel and Dan Sztybel Consulting Group Ltd. (incorporated by reference to Exhibit 10.4 our Registration Statement on Form S-1 filed with the SEC on March 16, 2021)

EX-10.4 12 ex10-4.htm Exhibit 10.4 SERVICES AGREEMENT This Services Agreement (the “Agreement”) is made and entered into this 10 day of October 2018, by and between Pimi Agro Cleantech Ltd., registration number 51-349712-3, a company organized and registered under the laws of the State of Israel with address at POB 360, Yokneam, Israel (the “Company”), and Mr. Dan Sztybel (“Sztybel”) on behalf of

Distribution Agreement, dated September 22, 2020, by and among Save Foods Ltd. and Safe-Pack Products Ltd. (incorporated by reference to Exhibit 10.11 to our Registration Statement on Form S-1 filed with the SEC on March 16, 2021)

EX-10.11 19 ex10-11.htm Exhibit 10.11 Certain confidential information contained in this document, marked by brackets and asterisk, has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, because it (i) is not material and (ii) would be competitively harmful if publicly disclosed Distribution Agreement This DISTRIBUTION AGREEMENT (this “Agreement”) is made as of September 22nd, 2020 (t

Amended and Restated Certificate of Incorporation of Save Foods, Inc., effective as of March 16, 2021 (incorporated by reference to Exhibit 3.1.1 to our Registration Statement on Form S-3 filed with the SEC on July 15, 2022).

EX-3.1.1 3 ex3-11.htm Exhibit 3.1.1 FIRST AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SAVE FOODS, INC. Save Foods, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Save Foods, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of St

Services Agreement, dated January 15, 2019, by and between Pimi Agro Cleantech Ltd. and NSNC Consulting Ltd. (incorporated by reference to Exhibit 10.5 to our Registration Statement on Form S-1 filed with the SEC on March 16, 2021)

Exhibit 10.5 Confidential SERVICES AGREEMENT This Services Agreement (the ?Agreement?) is made and entered into this 15 day of January 2019, by and between Pimi Agro Cleantech Ltd., registration number 51-349712-3, a company organized and registered under the laws of the State of Israel with address at POB 360, Yokneam, Israel (the ?Company?), and NSNC Consulting Ltd., a company organized and regi