SecProbe.io

CORRESP
1
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Nexentis
Technologies Inc.

Pinhas
Sapir St. 3, Kiryat HaMada

Ness
Ziona 7403626, Israel

April
28, 2026

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    Nexentis
    Technologies Inc.

    Registration
    Statement on Form S-3 filed on April 16, 2026

    File
    No. 333-295100

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Nexentis Technologies Inc. hereby respectfully requests acceleration
of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:30
p.m. Eastern Time, on Wednesday, April 29, 2026 or as soon as practicable thereafter.

The
undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel,
Greenberg Traurig, P.A., by calling David Huberman at +1 (312) 364-1633. The Company hereby authorizes Mr. Huberman to orally modify
or withdraw this request for acceleration.

    Very
    truly yours,

    Nexentis
    Technologies Inc.

    By:

    /s/
    David Palach

    David
    Palach

    Chief
    Executive Officer

CORRESP
 1
 filename1.htm

 N2OFF,
Inc.

 HaPardes
134 (Meshek Sander)

 Neve
Yarak, Israel

 August
20, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street N.E.

 Washington,
D.C. 20549

 Re:
 N2OFF, Inc.

 Registration Statement
 on Form S-1 filed on August 6, 2025

 File No. 333-289293

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, N2OFF, Inc., hereby respectfully requests acceleration of the effectiveness
of the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:15 p.m. Eastern Time,
on Friday, August 22, 2025, or as soon as practicable thereafter.

 Very
 truly yours,

 N2OFF,
 Inc.

 By:
 /s/
 David Palach

 David
 Palach

 Chief
 Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 19, 2025

David Palach
Chief Executive Officer
N2OFF, Inc.
HaPardes 134 (Meshek Sander)
Neve Yarak, Israel

 Re: N2OFF, Inc.
 Registration Statement on Form S-1
 Filed August 6, 2025
 File No. 333-289293
Dear David Palach:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Juan Grana at 202-551-6034 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Mark E. Crone, Esq.
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 30, 2025

David Palach
Chief Executive Officer
N2OFF, Inc.
HaPardes 134 (Meshek Sander)
Neve Yarak, 4994500 Israel

 Re: N2OFF, Inc.
 Revised Preliminary Proxy Statement on Schedule 14A
 Filed July 25, 2025
 File No. 001-40403
Dear David Palach:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Industrial
Applications and
 Services
cc: Matthew Rudolph, Esq.
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 19, 2025

David Palach
Chief Executive Officer
N2OFF, Inc.
HaPardes 134 (Meshek Sander)
Neve Yarak, Israel

 Re: N2OFF, Inc.
 Preliminary Proxy Statement on Schedule 14A
 Response Letter dated March 12, 2025
 File No. 001-40403
Dear David Palach:

 We have reviewed your March 12, 2025 response to our comment letter and
have the
following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our March 6,
2025 letter.

Preliminary Proxy Statement on Schedule 14A filed February 27, 2025
General

1. We note your response to prior comments 1 and 2. We are unable to agree
with your
 analysis of why you do not need to provide the information required by
Items 13(a)
 and 14 of Schedule 14A. Your response letter notes that the reason the
Company is
 seeking approval from its stockholders in connection with the
Transaction is to
 comply with Nasdaq Listing Rules 5635(a), (b), and (d) since the
Transaction
 contemplates the issuance of the common stock in excess of 20% of the
number of
 shares of common stock outstanding before such issuance. However, Note A
to
 Schedule 14A provides that "where a solicitation of security holders is
for the purpose
 of approving the authorization of additional securities which are to be
used to acquire
 another specified company, and the registrants' security holders will
not have a
 separate opportunity to vote upon the transaction, the solicitation to
authorize the
 March 19, 2025
Page 2

 securities is also a solicitation with respect to the acquisition" and
that "[u]nder those
 facts, information required by Items 11, 13 and 14 shall be furnished."
With respect to
 materiality, the Company s stockholders would not be able to make an
informed
 voting decision to approve the Transaction without meaningful information
about the
 Target they would be acquiring. The consideration under the Purchase
Agreement
 appears to be significant enough that financial statements under Rule
3-05 and pro
 forma financial information would be material to a voting decision.
Accordingly,
 please revise the proxy statement to provide the information required
pursuant to
 Items 13(a) and 14 of Schedule 14A, including pro forma financial
information
 pursuant to Item 14(b)(11).
 Please contact Nicholas O'Leary at 202-551-4451 or Conlon Danberg at
202-551-
4466 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
cc: Eleanor Osmanoff, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Eleanor Osmanoff
 Partner
 eosmanoff@cronelawgroup.com

 VIA EDGAR

 March 12, 2025

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Industrial Applications

 and
Services

 100
F Street, NE

 Washington,
D.C., 20549

 Attn:
Nicholas O'Leary and Conlon Danberg

 Re:
 Re:
 N2OFF, Inc.
 Preliminary
 Proxy Statement on Schedule 14A
 Filed
 February 27, 2025
 File
 No. 001-40403

 Dear
Mr. O'Leary and Mr. Danberg:

 On
behalf of our client, N2OFF, Inc. (the "Company"), we are responding to the comments of the staff (the "Staff")
of the Securities and Exchange Commission (the "Commission") contained in the letter dated March 6, 2025 (the "Comment
Letter"), relating to the above-referenced Preliminary Proxy Statement on Schedule 14A. Set forth below are the Company's
responses to the Comment Letter.

 Preliminary
Proxy Statement on Schedule 14A filed February 27, 2025

 General

 1.
We note Proposal 1 is to approve a proposed acquisition by the Company of all of the share capital of MitoCareX Bio Ltd., including the
issuance of shares of the Company's common stock that is equal to or in excess of 20% of the Company's outstanding common
stock before the issuance. Accordingly, please revise to provide the information required by Item 13(a) and Item 14 of Schedule14A or
provide us with your analysis as to why you are not required to do so.

 Response :
Please see the Company's response below to this Staff's comment.

 Based
on the instructions to Items 13(a) and 14(a), the materiality of the information to stockholders to make informed voting decision controls
the scope of the disclosure needed to be included in a proxy statement in connection with a merger or an acquisition transaction, including
financial information/financial statements, and any information that is not material for the exercise of prudent judgment in regard to
the matter to be acted upon may be omitted.

 United
States Securities and Exchange Commission

 Attn:
Nicholas O'Leary and Conlon Danberg

 Page
2 of 4

 The
Securities Purchase and Exchange Agreement (the "Purchase Agreement"), dated on February 25, 2025, by and among the Company,
MitoCareX Bio Ltd., a private company incorporated under the laws of the State of Israel (the "Target"), and all of the shareholders
of the Target (the "Sellers"), contemplates a transaction (the "Transaction") by which the Company would acquire
all of the share capital of the Target from Sellers, in consideration of the issuance of shares of the Company's common stock equal
to approximately 40% (calculated on a fully diluted basis as of the closing of the Transaction) and the $700,000 cash consideration.
Based on the facts specific to this Transaction, the Company believes that certain requirements under Item 13(a) and Item 14 of Schedule
14A may be omitted in this proxy statement, including Target's financial statements, an MD&A section and the pro forma financials,
as they are not material for the Company's stockholders in making an informed voting decision.

 1) The
 structure of this Transaction as an acquisition is different from the structure of a merger,
 consolidation, reorganization, a tender offer, or sale of all or substantially all of the
 assets of a target company. Such transactions require the approval from the stockholders
 of a domestic Nevada corporation under applicable Nevada corporate laws. Compared to those
 transactions, the Transaction does not require approval from stockholders of the Company,
 since the Company is a legal acquirer, and the Company's stockholders are not offering,
 selling or otherwise disposing of their ownership in the Company pursuant to this Transaction;

 2) The
 Company's stockholders are not entitled to appraisal or dissenter rights in connection
 with the Transaction under applicable provisions of Nevada corporate laws;

 3) While
 the Sellers will collectively acquire a beneficial ownership of 40% of the Company's
 outstanding shares of common stock on a fully-diluted basis upon the closing of the Transaction,
 the following factors support the conclusion that the Transaction would not constitute a
 change of control (Nasdaq Listing Rules provide a different definition of a change of control):

 ● It
 is not a merger or consolidation that would result in a change of the beneficial ownership
 of the Company of more than 50% of the Company's issued and outstanding voting shares
 immediately upon the closing of the Transaction;

 ● Sellers
 are not entitled to special voting rights, registration rights, rights to nominate or appoint
 directors or officers or anti-dilution protection;

 ● The
 current directors and executive officers of the Company are expected to continue as directors
 and executive officers of the Company following the completion of the Transaction and will
 continue to exercise the decision-making capacity;

 ● Furthermore,
 pursuant to the Purchase Agreement, upon the completion of the Transaction, the Company shall
 appoint all of the three (3) new directors of the Target.

 4) The
 reason the Company is seeking approval from its stockholders in connection with the Transaction
 is to comply with the Nasdaq Listing Rules 5635(a), (b), and (d) since the Transaction contemplates
 the issuance of the common stock in excess of 20% of the number of shares of common stock
 outstanding before such issuance. Nasdaq has previously indicated that the acquisition of,
 or right to acquire, by a single investor or affiliated investor group, as little as 20%
 of the common stock or voting power of an issuer could constitute a change of control for
 purposes of Listing Rule 5635(b) and requires stockholder approval. The Purchase Agreement
 provides that the approval of the Company's stockholders is also one of the conditions
 to the closing of the Transaction.

 5) Merger,
 consolidation, change of control/tender offer or sale of all or substantially all assets
 of a company often involve higher risks for stockholders because those transactions result
 in a material modification of rights of existing stockholders. This Transaction would not
 result in a material modification of rights of existing stockholders. The Company's
 existing stockholders will continue to be stockholders of the same Company, although with
 a combined business, governed by the same provisions of the Nevada corporate laws and the
 Company's organizational documents, and will be entitled to the same voting and other
 rights after the completion of the Transaction as they are now, before the Transaction is
 consummated. This is one of the main distinctions between those transactions and the Transaction
 and is directly related to the assessment of materiality of whether disclosures required
 under Items 13(a) and 14 of Schedule 14A, including disclosures of the Target's business,
 MD&A and financial statements are material in making the informed voting decision here.
 Since the rights of the Company's stockholders would not be materially changed as a
 result of the Transaction, they may not need to receive the same detailed disclosures of
 a business the Company is acquiring compared to stockholders in mergers, consolidations,
 change of control transactions/tender offers.

 6) The
 main risk to existing stockholders of the Company, assuming the Transaction is consummated,
 is that it would result in dilution of their beneficial ownership in the Company. However,
 a similar risk exists in connection with the issuance of additional securities of the Company
 pursuant to other transactions, such as private placement offerings, unrelated to an acquisition.

 United
 States Securities and Exchange Commission

 Attn:
Nicholas O'Leary and Conlon Danberg

 Page 3 of 4

 Based
on these facts, the omission of specific disclosures under Items 13(a) and 14 of Schedule 14A, including the Target's financial
statements and Target's MD&A in this proxy statement would not be material for the Company's stockholders in making an
informed voting decision.

 However,
if the Commission determines that Target's financial statements need to be included in this proxy statement, the Company is requesting
the Commission to grant a relief from these requirements and to permit the Company to follow the requirements of the financial statements
of an acquiree pursuant to Rule 3-05 and Articles 11 of Regulation S-X when the Company files its current report on Form 8-K for Items
2.01 and 9.01 for the completion of the Transaction. We believe that such an approach would be in the best interests to the Company and
the Company's stockholders, specifically taking into an account the timing of such disclosures outlined below, Moreover, the Target
is encountering financial difficulties and, in order to be able to continue its operations, the parties desire to consummate the Transaction
without delay.

 The
Target is a foreign private company, and as such, Item 8.A.4 of Form 20-F is applicable to determination of the age of financial statements
in registration statements of foreign private issuers as well as the age of financial statements in proxy statements. Under Item 8.A.4
of Form 20-F, a registrant may include the audited financial statements that are 15 months old at the time of the offering, except in
the case of the IPO, not applicable here. If the Commission determines that Target's financial statements as foreign businesses
need to be included in this proxy statement, the Target would not be currently required to provide audited financial statements for the
most recently completed fiscal year (2024), but instead will be required to provide the audited financial statements for 2023 and 2022.
Given the fact that the Target's audited financial statements for the fiscal year ended 2024 are not currently required, the Target
needs additional time to complete these financial statements. Based on these circumstances, the Purchase Agreement provides that the
Target is required to deliver the audited financial statements for the fiscal year 2024 at the closing of the Transaction. The Purchase
Agreement also includes the provision that if the closing does not occur within 90 days from the date of the execution, the Transaction
will be terminated. It is in the best interest of the Company and its stockholders to close the Transaction as promptly as possible.

 If
the Commission permits the Company to include the required financial statements of the Target upon the completion of the Transaction,
which will occur after March 31, 2025, instead of including them in this proxy statement, and assuming that the Company's stockholders
approve this acquisition proposal, this will allow the Company to complete the Transaction timely, and upon the completion, the Company
will include Target's audited financial statements for 2024 and for 2023, together with the required pro forma in a current report
on Form 8-K or 8-K/A, as applicable, pursuant to Rules 3-01(h), 3-02(d) of Regulation S-X, Article 11 of Regulation S-X and/or Item 8.A.4
of Form 20-F. This will allow the Company to comply with applicable rules and also to complete the Transaction timely.

 Another
difference is that pursuant to Item 14 of Schedule 14A, MD&A of companies to be acquired may be required in proxy statements (if
it is material); however, MD&A of foreign business already acquired is not required for financial statements under Rules 3-05 and
3-09 of Regulation S-X, which need to be filed upon completion of an acquisition. Based on the argument that the Company believes that
disclosure of MD&A of the Target in this proxy statement is not material to the Company's stockholders in making their informed
voting decision for this proposal, and given the fact that the Target is not currently required to file the audited financial statements
for 2024, but that the MD&A would be needed for the year ended 2024, this is an additional factor evidencing that such requirements
would result in delay of the completion of the Transaction, and more importantly, may cause confusion to the Company's stockholders
based on the different age requirements of MD&A and the audited financial statements of the Target. The Company respectfully requests
the Commission to grant its request to omit MD&A of the Target in this proxy statement.

 United
 States Securities and Exchange Commission

 Attn:
Nicholas O'Leary and Conlon Danberg

 Page 4 of 4

 2.
We note you did not provide pro forma financial information pursuant to Item 14(b)(11) of Schedule 14A. Please revise to provide pro
forma financial information prepared in accordance with Article 11 of Regulation S-X or provide us with your analysis as to why you are
not required to do so.

 Response :
The Company is referencing its response to the Staff's comment #1 in assessing that pro-forma information is not material for the
exercise of prudent judgment by the Company's stockholders in regard to the Transaction, and therefore, may be omitted. If, however,
the Commission determines that the pro-forma needs to be included in this Preliminary Proxy Statement, please consider the difference
in calculating the age of the pro forma financial information of a foreign target company, included in a registration statement of a
U.S. domestic registrant on Form S-4, applicable here. Here, the Company is a U.S. registrant, and the Target is a foreign target non-reporting
company. In this case, the age of the pro forma information may be determined by reference to Rule 3-12 of Regulation S-X governing U.S.
registrant; which would require the foreign target company to include in a Form S-4 (or in this proxy statement) a period in the pro
forma information that would be more current than its separate historical financial statements. In this case, the Target audited financial
statements for 2024 are not required yet, but the pro forma would be based on December 31, 2024.

 Although
Article 11 of Regulation S-X permits the periods included for the target company to differ from those of the registrant by up to 93 days
and to use combinations of periods that involve overlaps or gaps in the information of the target company of up to 93 days, the requirement
to include pro forma in the proxy statement under these circumstances would result in additional challenges in completion of the Transaction.
However, if the pro forma financial information pursuant to Article 11 of Regulation S-X would instead be included under current report
on Form 8-K or 8-K/A, upon the completion of the Transaction, the timing of the closing of the Transaction after March 31, 2025, would
make this significantly easier to the Company and the Target, as this would reconcile the periods for the pro forma information, as the
pro forma for both the Target and the Company would be based on December 31, 2024. For all these reasons, the Company respectfully requests
that pro forma information to be omitted from this proxy statement, and instead to be included upon the completion of the Transaction
on Form 8-K or 8-K/A.

 3.
The preliminary proxy statement was filed using the EDGAR tag "PRE 14A" rather than the required tag "PREM14A,"
which tag indicates that the materials relate to a merger, acquisition, or disposition. Please file any revised preliminary proxy statement
with the PREM14A EDGAR tag and ensure that any subsequent proxy March 6, 2025 statement filings are properly designated. Filers must
prepare electronic filings in the manner prescribed by the EDGAR Filer Manual. See Rule 301 of Regulation S-T.

 Response :
In response to this Staff's comment, the Company will file a revised preliminary proxy statement with the PREM14A EDGAR tag in
accordance with Rule 301 of Regulation S-T.

 Please
feel free to contact me should you require additional information at (917) 679-5931 or eosmanoff@cronelawgroup.com.

 THE
CRONE LAW GROUP, P.C.

 By:
 /s/
 Eleanor Osmanoff

 Eleanor
 Osmanoff

March 6, 2025
David Palach
Chief Executive Officer
N2OFF, Inc.
HaPardes 134 (Meshek Sander)
Neve Yarak, Israel
Re:N2OFF, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed February 27, 2025
File No. 001-40403
Dear David Palach:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed February 27, 2025
General
1.We note Proposal 1 is to approve a proposed acquisition by the Company of all of the
share capital of MitoCareX Bio Ltd., including the issuance of shares of the
Company’s common stock that is equal to or in excess of 20% of the Company’s
outstanding common stock before the issuance. Accordingly, please revise to provide
the information required by Item 13(a) and Item 14 of Schedule14A or provide us
with your analysis as to why you are not required to do so.
2.We note you did not provide pro forma financial information pursuant to Item
14(b)(11) of Schedule 14A. Please revise to provide pro forma financial information
prepared in accordance with Article 11 of Regulation S-X or provide us with your
analysis as to why you are not required to do so.
The preliminary proxy statement was filed using the EDGAR tag “PRE 14A” rather
than the required tag “PREM14A,” which tag indicates that the materials relate to a
merger, acquisition, or disposition. Please file any revised preliminary proxy
statement with the PREM14A EDGAR tag and ensure that any subsequent proxy 3.

March 6, 2025
Page 2
statement filings are properly designated. Filers must prepare electronic filings in the
manner prescribed by the EDGAR Filer Manual. See Rule 301 of Regulation S-T.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Nicholas O'Leary at 202-551-4451 or Conlon Danberg at 202-551-
4466 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Eleanor Osmanoff, Esq.

CORRESP
1
filename1.htm

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 461 promulgated under the Securities Act of 1933, as amended, Save Foods, Inc. (the “Company”) hereby requests acceleration
of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective at 4:00
p.m. on Friday, February 14, 2025, or as soon as practicable thereafter. In connection with such request, the undersigned hereby
acknowledges the following:

1.
Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare
the filing effective, it does not foreclose the Commission from taking any action with respect to the filing.

2.
The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing.

3.
The Company may not assert staff comments or the declaration of effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

    Sincerely,

    N2OFF,
    INC.

    /s/David
    Palach

    David
    Palach

    Chief
    Executive Officer

January 24, 2025
David Palach
Chief Executive Officer
N2OFF, Inc.
HaPardes 134 (Meshek Sander)
Neve Yarak, Israel
Re:N2OFF, Inc.
Registration Statement on Form S-1
Filed January 17, 2025
File No. 333-284337
Dear David Palach:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Juan Grana at 202-551-6034 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Nancy Brenner, Esq.

CORRESP
1
filename1.htm

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
to Rule 461 promulgated under the Securities Act of 1933, as amended, Save Foods, Inc. (the “Company”) hereby requests acceleration
of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective at 4:00
p.m. on Tuesday, February 6, 2024, or as soon as practicable thereafter. In connection with such request, the undersigned hereby acknowledges
the following:

1.
Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing.

2.
The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not
relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing.

3.
The Company may not assert staff comments or the declaration of effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

    Sincerely,

    SAVE
    FOODS INC.

    /s/
    David Palach

    David
    Palach

    Chief
    Executive Officer

United States securities and exchange commission logo
January 19, 2024
David Palach
Chief Executive Officer
Save Foods, Inc.
HaPardes 134 (Meshek Sander)
Neve Yarak, Israel
Re:Save Foods, Inc.
Registration Statement on Form S-1
Filed January 11, 2024
File No. 333-276474
Dear David Palach:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Juan Grana at 202-551-6034 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Eleanor Osmanoff, Esq.

CORRESP
1
filename1.htm

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 Securities Act of 1933, as amended (the “Act”), Save Foods, Inc. (the “Company”)
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement so that such Registration Statement
will become effective at 5:30 p.m. on Monday, October 30, 2023, or as soon as practicable thereafter. In connection with such
request, the undersigned hereby acknowledges the following:

1.
Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare
the filing effective, it does not foreclose the Commission from taking any action with respect to the filing.

2.
The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing.

3.
The Company may not assert staff comments or the declaration of effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

    Sincerely,

    SAVE
    FOODS INC.

    By:

    /s/
    David Palach

    David
    Palach

    Chief
    Executive Officer

United States securities and exchange commission logo
October 20, 2023
David Palach
Chief Executive Officer
Save Foods, Inc.
HaPardes 134 (Meshek Sander)
Neve Yarak, Israel
Re:Save Foods, Inc.
Registration Statement on Form S-1
Filed October 11, 2023
File No. 333-274932
Dear David Palach:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Margaret Schwartz at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Eleanor Osmanoff, Esq.

CORRESP
1
filename1.htm

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 acceleration of the effectiveness of the above-referenced Registration
Statement pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that it may
become effective on July 22, 2022 at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable.

The
Registrant understands that the Securities and Exchange Commission will consider this request for acceleration of the effective date
of the Registration Statement as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities
Act as they relate to the proposed public offering of the securities specified in the Registration Statement.

    Very
    truly yours,

    SAVE
    FOODS, INC.

    By:
    /s/
    Lital Barda

    Lital
    Barda

    Chief
    Financial Officer

United States securities and exchange commission logo
July 18, 2022
David Palach
Chief Executive Officer
Save Foods, Inc.
730 NW 107 Avenue
Miami, Florida, 33172
Re:Save Foods, Inc.
Registration Statement on Form S-3
Filed July 15, 2022
File No. 333-266159
Dear Mr. Palach:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tim Buchmiller at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       David Huberman, Esq.

CORRESP
1
filename1.htm

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. (the “Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration
Statement pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that
it may become effective on Thursday, May 13, 2021 at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The
Registrant understands that the Securities and Exchange Commission will consider this request for acceleration of the effective
date of the Registration Statement as a confirmation of the fact that the Registrant is aware of its responsibilities under the
Securities Act as they relate to the proposed public offering of the securities specified in the Registration Statement.

    Very
    truly yours,

    SAVE
    FOODS, INC.

    By:
    /s/
    David Palach

    David
        Palach

        Chief
        Executive Officer

CORRESP
1
filename1.htm

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.E.

Washington,
D.C. 20549

    Re:
    Save
    Foods, Inc. (the “Company”)

    Registration
                                         Statement on Form S-1, as amended (the “Registration Statement”)

        File
        No. 333-254327

        Request
        for Acceleration Effective Date

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the United States Securities and Exchange Commission under the Securities
Act of 1933, as amended (the “Securities Act”), ThinkEquity, a division of Fordham Financial Management, Inc.,
as representative of the underwriters of the offering, hereby joins the request of the Company that the effective date of the
above-referenced Registration Statement on Form S-1 be accelerated so as to permit it to become effective on Thursday, May
13, 2021, at 5:00 p.m. (Eastern Time), or as soon thereafter as practicable.

Pursuant
to Rule 460 of the General Rules and Regulations of the Securities Act, please be advised that there will be distributed to each
underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the securities, as many
copies, as well as “E-red” copies of the preliminary prospectus, as appears to be reasonable to secure adequate distribution
of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed
by participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange
Act of 1934, as amended, in connection with the above-referenced issue.

    Very
    truly yours,

    ThinkEquity,

    a
    division of Fordham Financial Management, Inc.

    By:
     /s/ Kevin Mangan

    Name:
     Kevin Mangan

    Title:
     Managing Director, Head of Equity Syndicate

    cc:
    Leslie Marlow, Esq., Gracin & Marlow, LLP

    Patrick
J. Egan, Esq. Gracin & Marlow, LLP

United States securities and exchange commission logo
January 5, 2021
David Palach
Co-Chief Executive Officer
Save Foods Inc.
Raoul Wallenberg 20
Tel Aviv, Israel 6971916
Re:Save Foods Inc.
Draft Registration Statement on Form S-1
Submittted December 28, 2020
CIK No. 0001789192
Dear Mr. Palach:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Jeffrey Gabor at 202-551-2544 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       David Huberman, Esq.

January 10, 2020
Dan Sztybel
Chief Executive Officer
Save Foods, Inc.
Habarzel 7
Tel Aviv, Israel 6971011
Re:Save Foods, Inc.
Form 10
Filed September 26, 2019
File No. 000-56100
Dear Mr. Sztybel:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

December 20, 2019
Dan Sztybel
Chief Executive Officer
Save Foods, Inc.
Habarzel 7
Tel Aviv, Israel 6971011
Re:Save Foods, Inc.
Amendment No. 2 to Form 10
Filed December 11, 2019
File No. 000-56100
Dear Mr. Sztybel:
            We have reviewed your amended filing and have the following comments.  In some of
our comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.  Unless we note otherwise, our references to prior
comments are to comments in our November 27, 2019 letter.
Amendment No. 2 to Form 10 filed December 11, 2019
Description of Registrant's Securities to be Registered, page 41
1.We note your response to our prior comment 2.  Please clarify in your disclosure under
"Description of Securities," to revise the phrase "or any other claim for which the federal
courts have exclusive jurisdiction" in light of the fact that Section 27 of the Exchange Act
creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability
created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state courts over all suits
brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.

 FirstName LastNameDan Sztybel
 Comapany NameSave Foods, Inc.
 December 20, 2019 Page 2
 FirstName LastName
Dan Sztybel
Save Foods, Inc.
December 20, 2019
Page 2
            You may contact Heather Clark at 202-551-3624 or Claire Erlanger at 202-551-3301 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Susan Block at 202-551-3210 or John Dana Brown at 202-551-3859 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

November 27, 2019
Dan Sztybel
Chief Executive Officer
Save Foods, Inc.
Habarzel 7
Tel Aviv, Israel 6971011
Re:Save Foods, Inc.
Amendment No. 1 to Form 10
Filed November 14, 2019
File No. 000-56100
Dear Mr. Sztybel:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Amendment to Form 10 filed November 14, 2019
Our Business, page 6
1.We note your response to our prior comment 1 and reissue the comment in part.  We note
you indicate you have initiated the registration process for regulatory approvals in the
United States.  Please expand to further explain what actions you have taken in the
registration process, including whether or not you have submitted anything to the
regulatory agencies you reference.
Description of Registrant's Securities to be Registered, page 41
2.We note your response to our prior comment 9 and re-issue in part.  We note your revised
disclosure that indicates the choice of forum does not apply to suits brought to enforce a
duty or liability created by the Securities Act or Exchange Act.  If this provision does not
apply to actions arising under the Securities Act or Exchange Act, disclose that in this

 FirstName LastNameDan Sztybel
 Comapany NameSave Foods, Inc.
 November 27, 2019 Page 2
 FirstName LastName
Dan Sztybel
Save Foods, Inc.
November 27, 2019
Page 2
section, and please also ensure that the the exclusive forum provision in the governing
document states this clearly or tell us how you will inform investors in future filings that
the provision does not apply to actions arising under the Securities Act or Exchange Act.
December 31, 2018 Financial Statements, page F-1
3.Please note that the par value of your shares should increase inversely in a reverse stock
split so that the number of shares decreases by a multiple of 15, yet the par value increases
by the same multiple so that the value of the stock remains unchanged.  Please revise
accordingly.
Notes to Consolidated Financial Statements
Note 18, page F-29
4.We note your response to our prior comment 7.  We also note your disclosure that on May
26, 2019 the Company amended and restated its Certificate of Incorporation to effect a 15
to 1 reverse split of the company's outstanding stock.  Please file your amended and
restated Certificate of Incorporation or advise.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Heather Clark at 202-551-3624 or Claire Erlanger at 202-551-3301
if you have questions regarding comments on the financial statements and related matters.
Please contact Susan Block at 202-551-3210 or John Dana Brown at 202-551-3859 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

November
14, 2019

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street N.E.

Washington,
D.C. 20549

    Attention:

    Division
    of Corporation Finance,

    Office
    of Life Sciences

VIA
EDGAR

    Re:
    Save
    Foods, Inc. (the “Company”)

    Form
    10

    Filed
    on September 26, 2019

    File
    No. 000-56100

Dear
Madam or Sir:

We
hereby provide the following responses to the comments of the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) concerning the above-referenced filing that were provided to the Company by the
Staff in its letter dated October 23, 2019 (the “Comment Letter”). To assist your review, we have retyped the
text of the Staff’s comments below in bold face type and have provided the Company’s responses immediately following
each numbered comment.

Form
10 filed September 26, 2019

Our
Business, page 6

    1.

    For
    each of the products you currently offer, or plan to offer, please clarify where you are in the process of regulatory approvals
    in each country in which you plan to sell, and what steps are needed to get required approvals.

Response:
The Company advises the Staff that it has updated the disclosure on page 6 of Amendment No. 1 to the Form 10 in response to the
Staff’s comment.

Intellectual
Property, page 7

    2.
    Please
    disclose which of your products are protected by patents and describe the general nature of the patent protection.

Response:
The Company advises the Staff that it has updated the disclosure on page 7 of Amendment No. 1 to the Form 10 in response to the
Staff’s comment.

Risk
Factors, page 9

    3.
    We
    note that some of your products may serve the cannabis market. Please tell us what consideration you gave to providing related
    risk factor disclosure, including possible law enforcement consequences under federal and state laws related to the cannabis
    industry.

Response:
The Company advises the Staff that it has updated the disclosure on page 17 of Amendment No. 1 to the Form 10 in response to the
Staff’s comment.

    -2-

Executive
Compensation

Employment
Agreement, page 32

    4.
    Please
    file the Corporate Advisory Consulting Agreement with Goldmed Ltd. or advise.

Response:
The Company advises the Staff that it has included as Exhibit 10.5 the Corporate Advisory Consulting Agreement with Goldmed Ltd.,
which has been filed with Amendment No. 1 to the Form 10 in response to the Staff’s comment.

Item
9. Market Price and Dividends on the Registrant’s Common Equity, page 38

    5.
    Please
    state the high and low bid information for your common stock, as applicable. Refer to Item 201(a)(1)(iii) of Regulation S-K.

Response:
The Company advises the Staff that it has updated the disclosure on page 37 of Amendment No. 1 to the Form 10 in response to the
Staff’s comment.

Condensed
Consolidated Statements of Changes in Shareholders Equity, page F-34

    6.
    Please
    revise to include the year to date information for the comparable period of 2018 (i.e. June 30, 2018). Refer to Rule 8-03(a)(5)
    of Regulation S-X and SEC Release 33-10532.

Response:
The Company advises the Staff that it has revised its Consolidated Financial Statements in response to the Staff’s comment.

June
30, 2019 Financial Statements

Notes
to Condensed Consolidated Financial Statements (unaudited)

Note
1 – General, page F-36

    7.
    We
    note that in June 2019, you effected a 15 to 1 reverse stock split. Please be advised that even though the transaction took
    place subsequent to year-end, the stock split should be reflected retroactively for all periods in which financial statements
    are presented. Although it appears as though your interim June 30, 2019 financials have been appropriated revised to account
    for the reverse split, your December 31, 2018 financial statements do not appear to reflect the change. Accordingly, please
    revised your filing to retroactively reflect the 15-to-1 reverse stock split, including appropriate disclosure concerning
    the details of the split in all financial statement periods presented and elsewhere in the document as appropriate. In this
    regard, we note that the 5,000,000 shares issued in January 2018 on page 39 appears to reflect the pre-split amount. Please
    revise accordingly. See guidance in ASC 260-10-55-12 and SAB Topic 4C.

Response:
The Company advises the Staff that it has revised its Consolidated Financial Statements in response to the Staff’s comment.

 General

    8.
    Please
    note that your registration statement will become effective automatically sixty days after filing. Upon effectiveness, you
    will become subject to the reporting requirements of the Securities Exchange Act of 1934, even if we have not cleared comments
    on your filing. If you do not wish to incur those obligations until all issues are resolved, you may wish to consider withdrawing
    your registration statement and resubmitting a new registration statement when you have revised your document.

Response:
The Company acknowledges the Staff’s comment and is aware of the reporting requirements of the Securities Exchange Act of
1934, which shall become applicable upon effectiveness of the Form 10.

    -3-

    9.
    We
    note that your forum selection provision in your Amended and Restated By-Laws identifies the Court of Chancery of the State
    of Delaware as the exclusive forum for certain litigation, including any “derivative action.” Please disclose
    whether this provision applies to actions arising under the Securities Act or Exchange Act. In that regard, we note that Section
    27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
    by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction
    for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the
    rules and regulations thereunder. If the provision applies to Securities Act claims, please also revise your prospectus to
    state that there is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance
    with the federal securities law and the rules and regulations thereunder. If this provision does not apply to actions arising
    under the Securities Act or Exchange Act, please also ensure that the exclusive forum provision in the governing documents
    states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions
    arising under the Securities Act or Exchange Act.

Response:
The Company advises the Staff that it has updated the disclosure on page 41 of Amendment No. 1 to the Form 10 in response to the
Staff’s comment.

Should
you wish to discuss the aforesaid at any time, please do not hesitate to contact Dr. Shachar Hadar, Esq. of Meitar Liquornik Geva
Leshem Tal (+972-3-610-3961).

    Sincerely,

    /s/
    Dan Sztybel

    Dan
    Sztybel

    Chief
    Executive Officer

    Save
    Foods, Inc.

October 23, 2019
Dan Sztybel
Chief Executive Officer
Save Foods, Inc.
Habarzel 7
Tel Aviv, Israel 6971011
Re:Save Foods, Inc.
Form 10
Filed September 26, 2019
File No. 000-56100
Dear Mr. Sztybel:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Form 10 filed September 26, 2019
Our Business, page 6
1.For each of the products you currently offer, or plan to offer, please clarify where you are
in the process of regulatory approvals in each country in which you plan to sell, and what
steps are needed to get required approvals.
Intellectual Property, page 7
2.Please disclose which of your products are protected by patents and describe the general
nature of the patent protection.
Risk Factors, page 9
3.We note that some of your products may serve the cannabis market.  Please tell us what
consideration you gave to providing related risk factor disclosure, including possible law

 FirstName LastNameDan Sztybel
 Comapany NameSave Foods, Inc.
 October 23, 2019 Page 2
 FirstName LastNameDan Sztybel
Save Foods, Inc.
October 23, 2019
Page 2
enforcement consequences under federal and state laws related to the cannabis industry.
Executive Compensation
Employment Agreement, page 32
4.Please file the Corporate Advisory Consulting Agreement with Goldmed Ltd. or advise.
Item 9. Market Price of and Dividends on the Registrant's Common Equity, page 38
5.Please state the high and low bid information for your common stock, as applicable.
Refer to Item 201(a)(1)(iii) of Regulation S-K.
Condensed Consolidated Statements of Changes in Shareholders Equity, page F-34
6.Please revise to include the year to date information for the comparable period of 2018
(i.e. June 30, 2018).  Refer to Rule 8-03(a)(5) of Regulation S-X and SEC Release 33-
10532.
June 30, 2019 Financial Statements
Notes to Condensed Consolidated Financial Statements (unaudited)
Note 1 – General , page F-36
7.We note that in June 2019, you effected a 15 to 1 reverse stock split.  Please be advised
that even though the transaction took place subsequent to year-end, the stock split should
be reflected retroactively for all periods in which financial statements are presented. .
Although it appears as though your interim June 30, 2019 financials have been
appropriately revised to account for the reverse split, your December 31, 2018 financial
statements do not appear to reflect the change.  Accordingly, please revise your filing to
retroactively reflect the 15-to-1 reverse stock split, including appropriate disclosure
concerning the details of the split in all financial statement periods presented and
elsewhere in the document as appropriate.  In this regard, we note that the 5,000,000
shares issued in January 2018 on page 39 appears to reflect the pre-split amount. Please
revise accordingly. See guidance in ASC 260-10-55-12 and SAB Topic 4C.
General
8.Please note that your registration statement will become effective automatically sixty days
after filing.  Upon effectiveness, you will become subject to the reporting requirements of
the Securities Exchange Act of 1934, even if we have not cleared comments on your
filing.  If you do not wish to incur those obligations until all issues are resolved, you may
wish to consider withdrawing your registration statement and resubmitting a new
registration statement when you have revised your document.
9.We note that your forum selection provision in your Amended and Restated By-Laws
identifies the Court of Chancery of the State of Delaware as the exclusive forum for
certain litigation, including any “derivative action.” Please disclose whether this provision

 FirstName LastNameDan Sztybel
 Comapany NameSave Foods, Inc.
 October 23, 2019 Page 3
 FirstName LastName
Dan Sztybel
Save Foods, Inc.
October 23, 2019
Page 3
applies to actions arising under the Securities Act or Exchange Act. In that regard, we note
that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce any duty or liability created by the Exchange Act or the rules and
regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state courts over all suits brought to enforce any duty or liability created by
the Securities Act or the rules and regulations thereunder. If the provision applies to
Securities Act claims, please also revise your prospectus to state that there is uncertainty
as to whether a court would enforce such provision and that investors cannot waive
compliance with the federal securities laws and the rules and regulations thereunder. If
this provision does not apply to actions arising under the Securities Act or Exchange Act,
please also ensure that the exclusive forum provision in the governing documents states
this clearly, or tell us how you will inform investors in future filings that the provision
does not apply to any actions arising under the Securities Act or Exchange Act.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Heather Clark at 202-551-3624 or Claire Erlanger at 202-551-3301 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Susan Block at 202-551-3210 or John Dana Brown at 202-551-3859 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences