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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the quarterly period ended ~~September 30,~~March ~~2023~~31, 2024

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the period from ~~___________~~ to ~~___________~~ .

Commission file number: 333-208814

SATIVUS TECH CORP.

(Exact name of registrant as specified in its charter)

Delaware		47-2847446
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
#3 Bethesda Metro Center, #700 Bethesda, Md 20814		06880
#3 Bethesda Metro Center, #700 Bethesda, MD 20814		06880
(Address of principal executive offices)		(Zip Code)

800 608-6432

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered NA NA NA

Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 day. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☒

(Does not currently apply to the Registrant)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 if the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November~~May 715, ~~2023~~2024, the registrant had 4,215,571 shares of its Common Stock, $0.001 par value, outstanding.

When used in this quarterly report, the terms “Sativus Tech Corp.” “the Company,” “we,” “our,” and “us” refer to Sativus Tech Corp.

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION	1
ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	F-1
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2
ITEM 1C	CYBER SECURITY	2
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	5
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3
ITEM 4.	CONTROLS AND PROCEDURES	5
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	7
PART II	OTHER INFORMATION	6
ITEM 4.	CONTROLS AND PROCEDURES	7
ITEM 6.	EXHIBITS	6
PART II	OTHER INFORMATION	8
SIGNATURES		7
ITEM 5.	OTHER INFORMATION	8
ITEM 6.	EXHIBITS	8
SIGNATURES		9

PART I. ~~Financial~~FINANCIAL ~~Information~~INFORMATION

~~SATIVUS~~Item ~~TECH CORP~~1. Condensed Consolidated Financial Statements

~~CONDENSED~~SATIVUS ~~CONSOLIDATED~~TECH ~~FINANCIAL STATEMENTS As of September 30, 2023~~CORP.

1CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of March 31, 2024

~~SATIVUS TECH CORP.~~1

~~CONDENSED~~SATIVUS ~~CONSOLIDATED~~TECH ~~FINANCIAL STATEMENTS~~CORP.

AsCONDENSED ofCONSOLIDATED ~~September~~FINANCIAL ~~30, 2023~~STATEMENTS

INAs ~~THOUSANDS~~of OFMarch ~~U.S.~~31, ~~DOLLARS~~2024

~~INDEX~~IN THOUSANDS OF U.S. DOLLARS

		Page
Condensed Consolidated Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022		F-2
Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended September 30, 2023 and 2022 (unaudited)		F-3
Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Nine and Three Months Ended September 30, 2023 and 2022 (unaudited)		F-4
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 (unaudited)		F-5
Notes to Unaudited Consolidated Financial Statements		F-6 – F-16

INDEX

- - - - - - - - - - - -

	Page
Condensed Consolidated Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023	F-2

Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2024 (unaudited) and 2023	F-3

Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2024(unaudited) and 2023 (unaudited)	F-4

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 (unaudited) and 2023 (unaudited)	F-5

Notes to Unaudited Consolidated Financial Statements	F-6 – F-18

F-1

SATIVUS TECH CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands, except share and per share data

	September 30,			December 31,
	March 31,			December 31,
	2023			2022
	2024			2023
	(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	~~425~~141		$	~~810~~176
Short-term deposits		732			6
Deposits		438			637
Other current assets		34			85
Restricted cash		11			11
Total current assets		1,191			901
Other current assets		290			313
Total current assets		880			1,137
NON-CURRENT ASSETS
Right-of-use asset		1911			3015
Property and equipment, net		~~240~~358			~~219~~256
Total non-current assets		~~259~~369			~~249~~271
Total assets	$	1,~~450~~249		$	1,~~150~~408
LIABILITIES AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payables	$	1090		$	5546
Loans		-			114
Other current liabilities		129			112
Other current liabilities		119			160
Convertible loans		2,116			2,074
Convertible loans		2,032			2,031
Fair value of convertible component in convertible loans		633			885
Fair value of convertible component in convertible loans		762			1,327
Short term lease liability		6			13
Short term lease liability		12			32
Total Liabilities		2,974			3,130
Total Liabilities		2,935			3,719
SHAREHOLDER’S DEFICIT
Ordinary shares of $0.0001 par value
Ordinary shares of $0.0001 par value Authorized: 500,000,000 shares at March 31, 2024 and December 31, 2023; Issued and Outstanding: 4,215,571 and 4,215,571 shares at March 31, 2024 and December 31, 2023, respectively		4			4
Authorized: 500,000,000 shares at September 30, 2023 and December 31, 2022; Issued and Outstanding: 4,215,571 and 4,215,571 shares at September 30, 2023 and December 31, 2022, respectively		4			4
Additional Paid in capital		20,646			20,640
Additional Paid in capital		20,638			19,756
Accumulated deficit		(22,858	)		(22,928	)
Accumulated deficit		(22,704	)		(22,604	)
Shareholders’ deficit		(2,208	)		(2,284	)
		(2,062	)		(2,844	)
Non-controlling interests		483			562
Non-controlling interests		577			275
Total shareholders’ deficit		(1,725	)		(1,722	)
Total shareholders’ deficit		(1,485	)		(2,569	)
Total liabilities and shareholders’ deficit	$	1,249		$	1,408
Total liabilities and shareholders’ deficit	$	1,450		$	1,150

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-2

SATIVUS TECH CORP.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)

U.S. dollars in thousands, except share and per share data

	Three months ended						Nine months ended
	Three months ended March 31,
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
	2024			2023
Operating expenses:
Research and development	$	(~~161~~126	)	$	(~~218~~233	)	$	~~(301~~	)	$	~~(494~~	)
Selling and marketing		-			-			-			-
General and administrative		(89	)		(160	)
General and administrative		(107	)		(189	)		(412	)		(490	)
Operating loss		(215	)		(393	)
Operating loss		(268	)		(407	)		(713	)		(984	)
Financial income, net		203			77
Financial income (expenses), net		1,252			(435	)		380			(117	)
Net loss		(12	)		(316	)
Net profit (loss)	$	984			(842	)	$	(333	)	$	(1,101	)
Non-controlling interests		82			130
Non-controlling interests		(98	)		(110	)		(233	)		(205	)
Net income (loss) attributable to equity holders of the Company	$	70		$	(186	)
Net loss attributable to equity holders of the Company		1,082			(732	)		(100	)		(896	)
Basic and diluted net income (loss) per share attributable to equity holders of the Company	$	0.02		$	(0.04	)
Basic net gain (loss) per share	$	0.26			(0.17	)	$	(0.02	)	$	(0.21	)
Weighted average number of ordinary shares used in computing basic and diluted loss per share		4,215,571			4,215,571
Diluted net gain (loss) per share	$	0.22			(0.17	)	$	(0.02	)	$	(0.21	)
Weighted average number of Ordinary shares used in computing basic loss per share		4,215,571			4,194,385			4,215,571			4,194,385
Weighted average number of Ordinary shares used in computing diluted loss per share		4,820,442			4,194,385			4,215,571			4,194,385

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-3

SATIVUS TECH CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

U.S. dollars in thousands, except share and per share data

	Ordinary shares				Additional Paid in			Accumulated			Total Shareholders’			Non- controlling
					Additional						Total			Non-
	Ordinary shares				Paid in			Accumulated			Shareholders’			controlling
	Number		Amount		capital			Deficit			Deficiency			interests			Total
Balance as of January 1, 2022		4,194,385	$	4	$	18,595		$	(21,077	)	$	(2,478	)	$	106		$	(2,372	)
Balance as of January 1, 2024		4,215,571	$	4	$	20,640		$	(22,928	)	$	(2,284	)	$	562		$	(1,722	)
Share based compensation to non-controlling parties		-		-		117			-			117			30			147
Share Based Compensation to employees and non-employees		–		–		6			–			6			3			9
Share Based Compensation to employees and non-employees		-		-		40			-			40			-			40
Net income		–		–		–			70			70			(82	)		(12	)
Cancellation of share options in subsidiary		-		-		(168	)		-			(168	)		(43	)		(211	)
Balance as of March 31, 2024 (Unaudited)		4,215,571	$	4	$	20,646		$	(22,858	)	$	(2,208	)	$	483		$	(1,725	)
Net income (loss)		-		-		-			448			448			(27	)		421
Balance as of March 31, 2022 (Unaudited)		4,194,385	$	4	$	18,584		$	(20,629	)	$	(2,041	)	$	66		$	(1,975	)
Share based compensation to non-controlling parties		-		-		101			-			101			26			127
Share Based Compensation to employees and non-employees		-		-		35			-			35			-			35
Net income (loss)		-		-		-			(612	)		(612	)		(68	)		(680	)
Balance as of June 30, 2022 (Unaudited)		4,194,385	$	4	$	18,720		$	(21,241	)	$	(2,517	)	$	24		$	(2,493	)
Transactions with non-controlling parties		-		-		78			-			78			22			100
Share based compensation to non-controlling parties		-		-		39			-			39			11			50
Share Based Compensation to employees and non-employees		-		-		13			-			13			-			13
Net income (loss)		-		-		-			(732	)		(732	)		(110	)		(842	)
Balance as of September 30, 2022 (Unaudited)		4,194,385		4		18,850			(21,973	)		(3,119	)		(53	)		(3,172	)

	Ordinary shares				Additional Paid in			Accumulated			Total Shareholders’			Non- controlling
					Additional						Total			Non-
	Ordinary shares				Paid in			Accumulated			Shareholders’			controlling
	Number		Amount		capital			Deficit			Deficiency			interests			Total
Balance as of January 1, 2023		4,215,571	$	4	$	19,756		$	(22,604	)	$	(2,844	)	$	275		$	(2,569	)
Share based compensation to non-controlling parties		-–		-–		25			-–			25			14			39
Share Based Compensation to employees and non-employees		-–		-–		35			-–			35			-–			35
Transactions with non-controlling parties		-–		-–		767			-–			767			507			1,274
Net income (loss)		-		-		-			(186	)		(186	)		(130	)		(316	)
Net income		–		–		–			(186	)		(186	)		(130	)		(316	)
Balance as of March 31, 2023 (Unaudited)		4,215,571	$	4	$	20,583		$	(22,790	)	$	(2,203	)	$	666		$	(1,537	)
Share based compensation to non-controlling parties		-		-		15			-			15			11			26
Share Based Compensation to employees and non-employees		-		-		35			-			35			-			35
Cancellation of share options in subsidiary		-		-		(8	)		-			(8	)		(6	)		(14	)
Net loss		-		-		-			(996	)		(996	)		(4	)		(1,000	)
Balance as of June 30, 2023 (Unaudited)		4,215,571	$	4	$	20,625		$	(23,786	)	$	(3,157	)	$	667		$	(2,490	)
Share based compensation to non-controlling parties		-		-		11			-			11			8			19
Share Based Compensation to employees and non-employees		-		-		2			-			2			-			2
Net gain (loss)		-		-		-			1,082			1,082			(98	)		984
Balance as of September 30, 2023 (Unaudited)		4,215,571		4		20,638			(22,704	)		(2,062	)		577			(1,485	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-4

SATIVUS TECH CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

U.S. dollars in thousands

	Nine months ended
	Three months ended
	September 30,
	March 31,
	2023			2022
	2024			2023
Cash flows from operating activities:
Net loss	$	(333	)	$	(1,101	)
Net income (loss)	$	(12	)	$	(316	)
Adjustments to reconcile loss to net cash used in operating activities:
Depreciation and amortization		3913			3610
Share based compensation expenses to employees and non-employees		~~142~~9			~~172~~74
Financial expenses related to convertible loans and warrants		~~122~~42			~~(980~~45	)
Change in fair value of convertible component in convertible loans		(~~565~~252	)		~~1,081~~(141	)
Changes in assets and liabilities:
Decrease in other accounts receivable		51			37
Decrease (Increase) in other accounts receivable		23			10
Increase in trade payables		(45	)		21
Decrease (Increase) in trade payables		17			(13	)
Decrease in other current liabilities		(41	)		1
Decrease (Increase) in other accounts payables		44			(86	)
Net cash used in operating activities		(~~630~~116	)		(~~733~~417	)
Cash flows from investing activities:
Decrease (Increase) in short-term deposits		(726	)		9
Purchase of property and equipment. net		(113	)		(26	)
Purchase of property and equipment		(48	)		(199	)
Decrease (increase) in restricted cash		–			–
Net cash used in investing activities		(774	)		(190	)
Decrease (increase) in deposits		199			–
Net cash used in investing activities		86			(26	)
Cash flows from financing activities:
Proceeds from convertible loans		-			239
Repayment of loans		–			(114	)
Lease payments		(145	)		(165	)
Repayment of convertible loans		~~(126~~–	)		(75121	)
Repayment of short term loans		(114	)		-
Proceeds from issuance of shares to minority interests in subsidiary		–			1,273
Proceeds from issuance of shares to minority interests in subsidiary		1,273			100
Net cash provided (used) by financing activities		(5	)		1,033
Net cash provided by financing activities		1,019			248
Increase (decrease) in cash and cash equivalents and restricted cash		(35	)		590
Decrease in cash and cash equivalents		(385	)		(675	)
Cash and cash equivalents and restricted cash at the beginning of the year		176			810
Cash and cash equivalents at the beginning of the year		810			866
Cash and cash equivalents at the end of the period	$	141		$	1,400
Cash and cash equivalents at the end of the period	$	425		$	191
Supplemental disclosures of cash flow information:
Cash paid for interest	$	-–		$	75121
Conversion of convertible loans	$	-		$	-
Purchase of fixed assets by issuance of share capital	$	-		$	28

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-5

SATIVUS TECH CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands

~~NOTES~~NOTE TO1:- ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)~~GENERAL

Ua.S SATIVUS TECH CORP. ~~dollars~~(formerly SEEDO CORP.) (the “Company”, “Our” or “We”) was formed on January 16, 2015, under the laws of the State of Delaware. Prior to July 2020, we were involved in ~~thousands~~producing a plant growing device managed and controlled by an artificial intelligent algorithm, allowing consumers to grow their own herbs and vegetables effortlessly from seed to plant, while providing optimal conditions to assure premium quality produce year-round. However, due to financial and operational difficulties and during 2020, we ceased these operations and on July 19, 2020, the Company formed a new wholly-owned subsidiary in Israel, Hachevra Legiduley Pkaot Beisrael Ltd. (the “New Subsidiary”), to develop a fully automated and remotely managed system for growing saffron and other vegetables. On November 5, 2020, the New Subsidiary changed its name to Saffron-Tech Ltd. (or “Saffron Tech”). As of the date of this report, and following various financings in Saffron Tech, the Company owns 54% of Saffron Tech. The Company, through Saffron Tech, is focusing on its in-house research and development of agriculture technology products, among others, in the fields of exotic plants and mushrooms. Saffron Tech plans to roll out its proof of concept in the coming months. This technology will provide turnkey automated growing containers for high-quality, high-yield saffron all year round. The Company is in advanced stages of developing and testing a fully automated and remotely managed system for growing high-quality, high-yield saffron anywhere and anytime. It is also environmentally friendly, using economic levels of water, space, fertilizer, and energy. Accounting to the Company’s calculations, we believe that the controlled indoor growing area will produce ten times more yield compared to the same land area using traditional methods. The sealed environment eliminates the need for harmful pesticides and herbicides, producing a clean and safe product that is easy to control from anywhere. The Company’s solution is easily scalable and pre-designed to quickly grow operations. Saffron is used in many industries, such as the food industry, particularly by famous chefs and Michelin starred restaurants, the natural cosmetics industry and the food supplements industry and as a dye in the textile industry. Medicinal claims as an anti-depressant, antioxidant, and antiseptic are constantly increasing.

~~NOTE~~b. ~~1:-~~The ~~GENERAL~~Company has an accumulated deficit in the total amount of $22,858 as of March 31, 2024, the Company has negative operating cash flow in the total amount of $116 for the three months ended March 31, 2024, further losses are anticipated in the development of its business. Those factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. The Company intends to finance operating costs over the next twelve months with existing cash on hand, reducing operating spend, and future issuances of equity and debt securities, or through a combination of the foregoing. However, the Company will need to seek additional sources of financing if the Company requires more funds than anticipated during the next 12 months or in later periods. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and liabilities and commitments in the normal course of business. The consolidated financial statements for the three months ended March 31, 2024, do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern.

a. SATIVUS TECH CORP. (formerly SEEDO CORP.) (the “Company”, “Our” or “We”) was formed on January 16, 2015, under the laws of the State of Delaware. Prior to July 2020, we were involved in producing a plant growing device managed and controlled by an artificial intelligent algorithm, allowing consumers to grow their own herbs and vegetables effortlessly from seed to plant, while providing optimal conditions to assure premium quality produce yearF-round. However, due to financial and operational difficulties and during 2020, we ceased these operations and on July 19, 2020, the Company formed a new wholly-owned subsidiary in Israel, Hachevra Legiduley Pkaot Beisrael Ltd. (the “New Subsidiary”), to develop a fully automated and remotely managed system for growing saffron and other vegetables. On November 5, 2020, the New Subsidiary changed its name to Saffron-Tech Ltd. (or “Saffron Tech”). As of the date of this report, and following various financings in Saffron Tech, the Company owns 59% of Saffron Tech.6

~~The~~SATIVUS ~~Company,~~TECH ~~through Saffron Tech, is focusing on its in-house research and development of agriculture technology products, among others, in the fields of exotic plants~~ CORP. ~~Saffron Tech~~NOTES ~~plans~~TO toCONDENSED ~~roll~~CONSOLIDATED ~~out~~FINANCIAL ~~its~~STATEMENTS ~~proof~~(Unaudited) ~~of concept in the coming months~~U. ~~This technology will provide turnkey automated growing containers for high-quality, high-yield saffron all year round~~S. ~~The~~dollars ~~Company is~~ in ~~advanced stages of developing and testing a fully automated and remotely managed system for growing high-quality, high-yield saffron anywhere and anytime.~~thousands

ItNOTE is also environmentally friendly, using economic levels of water, space, fertilizer, and energy. Accounting to the Company’s calculations, we believe that the controlled indoor growing area will produce ten times more yield compared to the same land area using traditional methods. The sealed environment eliminates the need for herbicides, producing a clean and safe product that is easy to control from anywhere. The Company’s solution is easily scalable and pre2:-~~designed~~ toSIGNIFICANT ~~quickly~~ACCOUNTING ~~grow operations.~~POLICIES

~~Saffron~~Basis isof ~~used~~Presentation ~~in many industries, such as the food industry, particularly by famous chefs~~ and ~~Michelin starred restaurants, the natural cosmetics industry and the food supplements~~Principles ~~industry~~of ~~and as a dye in the food industry. Medicinal claims as an anti-depressant, antioxidant, and antiseptic are constantly increasing.~~Consolidation:

b. The ~~Company~~accompanying ~~has~~unaudited ancondensed consolidated ~~accumulated~~financial ~~deficit~~statements ininclude the ~~total~~accounts ~~amount~~ of ~~$22,704 as of September 30, 2023,~~ the Company ~~has~~and ~~negative~~its ~~operating~~wholly-owned ~~cash~~subsidiary ~~flow~~and inwere ~~the~~prepared ~~total~~in ~~amount~~accordance with ofGenerally ~~$630~~Accepted ~~for~~Accounting ~~the~~Principles ~~nine months ended September 30, 2023, further losses are anticipated~~ in the ~~development~~United States of ~~its~~America business. Those factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due.(“GAAP”)

~~The~~All ~~Company~~intercompany ~~intends~~accounts ~~to finance operating costs over the next twelve months with existing cash on hand, reducing operating spend,~~ and ~~future issuances of equity and debt securities,~~transactions orhave ~~through~~been aeliminated ~~combination of the foregoing. However, the Company will need to seek additional sources of financing if the Company requires more funds than anticipated during the next 12 months or~~ in ~~later periods~~consolidation.

~~The~~Unaudited ~~accompanying~~Interim ~~condensed~~Financial consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and liabilities and commitments in the normal course of business.Information

The Company’s unaudited condensed consolidated financial statements ~~for~~ ~~the~~have ~~nine~~been ~~months~~prepared ~~ended~~in ~~September~~accordance ~~30,~~with ~~2023,~~GAAP doand ~~not~~pursuant ~~include~~to ~~any~~the ~~adjustments~~rules toand ~~reflect~~regulations of the ~~possible~~Securities and ~~future~~Exchange ~~effects~~Commission on (the ~~recoverability~~ “SEC”). Certain information and ~~classification~~footnote ofdisclosures ~~assets~~normally included in financial statements prepared in accordance with GAAP have been condensed or ~~the~~omitted ~~amounts~~from this report, as is permitted by such rules and ~~classification~~regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements as of ~~liabilities~~and ~~that~~for ~~may~~the year ~~result~~ended ~~from~~December 31, ~~uncertainty~~2023, ~~related~~and tothe notes thereto included in the Company’s Annual Report on Form 10-K for the year ~~ability~~ended toDecember 31, ~~continue~~2023, asfiled awith ~~going~~the ~~concern~~SEC on April 1st, 2024 (the “2023 Annual Report”). The results for any interim period are not necessarily indicative of results for any future period.

~~F-6~~The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments that are necessary to present fairly the Company’s financial position and results of operations for the interim periods presented. The results for the three months ended March 31, 2024, are not necessarily indicative of the results for the year ending December 31, 2023, or for any future period.

~~SATIVUS~~As ~~TECH~~of ~~CORP.~~March ~~NOTES~~31, TO2024, ~~CONDENSED~~there ~~CONSOLIDATED~~have ~~FINANCIAL~~been no ~~STATEMENTS~~material ~~(Unaudited)~~changes ~~U.S.~~in ~~dollars~~the Company’s significant accounting policies from those that were disclosed in ~~thousands~~the 2023 Annual Report.

~~NOTE~~Fair ~~2:-~~value ~~SIGNIFICANT~~of ~~ACCOUNTING~~financial ~~POLICIES~~instruments

~~Basis~~ASC ofTopic ~~Presentation~~820, “Fair Value Measurements and ~~Principles~~Disclosures” (“ASC 820”), defines fair value as the price that would be received to sell an asset or paid to transfer ofa ~~Consolidation:~~liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.

~~The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly~~F-~~owned subsidiary and were prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”)~~7

~~All~~SATIVUS ~~intercompany~~TECH ~~accounts~~CORP. ~~and~~NOTES ~~transactions have~~TO ~~been~~CONDENSED ~~eliminated~~CONSOLIDATED inFINANCIAL ~~consolidation~~STATEMENTS (Unaudited) U.S. dollars in thousands

~~Unaudited~~NOTE ~~Interim~~2:- ~~Financial~~SIGNIFICANT ~~Information~~ACCOUNTING POLICIES (cont.)

~~The~~In ~~Company’s~~determining ~~unaudited~~fair ~~condensed consolidated~~value, ~~financial~~the ~~statements~~Company uses ~~have~~various ~~been~~valuation ~~prepared~~approaches. inASC ~~accordance~~820 ~~with~~establishes ~~GAAP~~a ~~and~~hierarchy ~~pursuant~~for toinputs ~~the~~used ~~rules~~in ~~and~~measuring ~~regulations~~fair ofvalue ~~the~~that ~~Securities and~~maximizes ~~Exchange Commission (~~the ~~“SEC”).~~use ~~Certain~~of ~~information~~observable inputs and ~~footnote~~minimizes ~~disclosures~~the ~~normally~~use ~~included~~of inunobservable ~~financial~~inputs ~~statements prepared~~by inrequiring ~~accordance~~that ~~with~~the ~~GAAP~~most ~~have~~observable ~~been~~inputs ~~condensed~~be orused ~~omitted~~when ~~from~~available. ~~this~~Observable ~~report,~~inputs are asinputs isthat ~~permitted~~market byparticipants ~~such~~would ~~rules~~use ~~and~~in ~~regulations.~~pricing ~~Accordingly, these~~the ~~condensed~~asset ~~consolidated~~or ~~financial~~liability ~~statements~~developed ~~should~~based beon ~~read~~market indata ~~conjunction~~obtained ~~with~~from ~~the~~sources ~~audited financial statements as~~ independent of ~~and for~~ the ~~year~~ ~~ended~~Company. ~~December 31,~~Unobservable ~~2022,~~inputs ~~and~~are ~~the~~inputs ~~notes~~that ~~thereto~~reflect ~~included in~~ the Company’s ~~Annual~~assumptions ~~Report~~about onthe ~~Form 10-K~~assumptions ~~for~~market ~~the year~~participants ~~ended~~would ~~December 31,~~use ~~2022,~~in ~~filed~~pricing ~~with~~ the ~~SEC~~asset onor ~~March 31,~~liability ~~2023~~developed (based on the ~~“2022~~best ~~Annual~~information ~~Report”)~~available in the circumstances. The ~~results~~hierarchy ~~for~~is ~~any interim~~broken ~~period~~down ~~are~~into ~~not~~three ~~necessarily~~levels ~~indicative~~based ofon ~~results~~the ~~for~~inputs ~~any~~as ~~future period.~~follows:

The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments that are necessary to present fairly the Company’s financial position and results of operations for the interim periods presented. The results for the three and nine months ended September 30, 2023, are not necessarily indicative of the results for the year ending December 31, 2023, or for any future period.

	Level 1 —	Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access.

	Level 2 —	Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

	Level 3 —	Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

AsThe offair ~~September~~value ~~30,~~hierarchy ~~2023,~~also ~~there have~~requires ~~been~~an noentity ~~material~~to ~~changes~~maximize in the ~~Company’s~~use ~~significant~~of ~~accounting~~observable ~~policies~~inputs ~~from~~and ~~those~~minimize ~~that~~the ~~were~~use ~~disclosed~~of inunobservable ~~the~~inputs ~~2022~~when ~~Annual~~measuring ~~Report~~fair value.

FThe carrying amounts of cash and cash equivalents, short term deposits, trade receivables, trade payables and short-7term loan approximate their fair value due to the short-term maturity of such instruments.

~~SATIVUS~~The ~~TECH~~Company ~~CORP.~~elected ~~NOTES~~to TOmeasure ~~CONDENSED~~some of ~~CONSOLIDATED~~the ~~FINANCIAL~~convertible ~~STATEMENTS~~loans ~~(Unaudited)~~under Uthe fair value option.S. ~~dollars~~Under the fair value option the convertible loans will be measured at fair value in ~~thousands~~each reporting period until they will be converted, with changes in the fair values being recognized in the Company’s consolidated statement of operations as financial income or expense. The proceeds received for the issuance of the convertible loans were allocated at fair value conducted on an arm’s-length basis.

~~NOTE 2:~~F- ~~SIGNIFICANT ACCOUNTING POLICIES (cont.)~~8

~~Fair~~SATIVUS ~~value~~TECH ofCORP. ~~financial~~NOTES ~~instruments~~TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands

~~ASC~~NOTE ~~Topic~~2:- ~~820,~~SIGNIFICANT ~~“Fair~~ACCOUNTING ~~Value~~POLICIES ~~Measurements and Disclosures”~~ (~~“ASC 820”), defines fair value as the price that would be received to sell an asset or paid to transfer a liability (i~~cont.~~e., the “exit price”~~) ~~in an orderly transaction between market participants at the measurement date.~~

InThe ~~determining fair value, the~~ Company ~~uses~~’s ~~various~~financial ~~valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable~~assets ~~inputs~~ and ~~minimizes~~liabilities ~~the use of unobservable inputs by requiring~~ that ~~the most observable inputs be used when available. Observable inputs~~ are ~~inputs~~measured ~~that~~at ~~market~~fair ~~participants~~value ~~would use in pricing the asset or liability developed based~~ on ~~market~~a ~~data~~recurring ~~obtained~~basis ~~from~~by ~~sources~~level ~~independent of~~within the ~~Company.~~fair ~~Unobservable~~value ~~inputs~~hierarchy are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the inputs as follows:

Level 1 — Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access.


	Balance as of March 31, 2024
	Level 1		Level 2		Level 3		Total
Liabilities:
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs	$	–	$	–	$	633	$	633

Total liabilities	$	–	$	–	$	633	$	633

Level 2 — Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

	Balance as of December 31, 2023
	Level 1		Level 2		Level 3		Total
Liabilities:
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs	$	–	$	–	$	885	$	885

Total liabilities	$	–	$	–	$	885	$	885

~~Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.~~F-9

~~The~~SATIVUS ~~fair~~TECH ~~value~~CORP. ~~hierarchy~~NOTES ~~also~~TO ~~requires an~~CONDENSED ~~entity~~CONSOLIDATED toFINANCIAL ~~maximize~~STATEMENTS ~~the~~(Unaudited) ~~use~~U.S. ofdollars ~~observable~~in ~~inputs and minimize the use of unobservable inputs when measuring fair value.~~thousands

~~The~~NOTE ~~carrying amounts of cash and cash equivalents, short term deposits, trade receivables, trade payables and short~~3:-~~term~~ ~~loan~~CONVERTIBLE ~~approximate their fair value due to the short-term maturity of such instruments.~~LOANS

~~The~~a. On February 21, 2019, the Company ~~elected~~received toa ~~measure~~convertible ~~some~~ loan from third party (“February 2019 Lender”), with a two-year term, in the principal amount of $550, which bears 10% annual interest rate (“February 2019 Loan”). The Company at its option shall have the ~~convertible~~right ~~loans~~to redeem, in part or in whole, outstanding principal amount and interest under ~~the~~this ~~fair~~loan ~~value~~agreement ~~option~~prior to the maturity date. ~~Under~~The Company shall pay an amount equal to the ~~fair~~principal ~~value~~amount ~~option~~being redeemed plus a redemption premium equal to 20% of the ~~convertible~~outstanding ~~loans~~principal ~~will~~amount being redeemed plus outstanding and accrued interest. The February 2019 Lender shall be ~~measured~~entitled to convert at ~~fair~~its ~~value in~~option ~~each~~any ~~reporting~~portion ~~period~~of ~~until~~the ~~they~~outstanding ~~will~~and beunpaid ~~converted~~principal or accrued interest into fully paid and nonassessable of shares of common stock, ~~with~~at ~~changes~~the inlower of the ~~fair~~fixed ~~values~~conversion ~~being~~price ~~recognized~~then in effect or the market conversion price. The number of shares of common stock issuable upon conversion of any conversion amount shall be determined by dividing (x) such conversion amount by (y) the fixed conversion price of $20.00 or (z) 80% of the lowest the volume-weighted average price of the Company’s ~~consolidated statement~~shares of ~~operations~~common asstock ~~financial~~during ~~income~~the or30 ~~expense~~trading days immediately preceding the conversion date. The ~~proceeds~~Company ~~received~~accounted for the ~~issuance~~February 2019 Loan in accordance with ASC 470-20, Debt with conversion and other Options. As of March 31, 2024, the BCF was revalued at $127. On December 10, 2023, the Loan agreement as extended until June 30, 2024. The February 2019 Loan is included in the convertible loans ~~were~~in ~~allocated at~~current ~~fair~~liabilities ~~value~~as ~~conducted~~of onMarch an31, ~~arm’s-length~~2024, ~~basis~~in the amount of $369, and $361 as of December 31, 2023.

~~The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows:~~F-10

	Balance as of September 30, 2023
	Level 1		Level 2		Level 3		Total
Liabilities:
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs	$	-	$	-	$	762	$	762
Total liabilities	$	-	$	-	$	762	$	762

SATIVUS TECH CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands

	Balance as of December 31, 2022
	Level 1		Level 2		Level 3		Total
Liabilities:
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs	$	-	$	-	$	1,327	$	1,327
Total liabilities	$	-	$	-	$	1,327	$	1,327

NOTE 3:-

CONVERTIBLE LOANS (cont.)

Fb. On October 15, 2019, the Company received a convertible loan from a third party (“October 2019 Lender”) in the principal amount of $1,100 that bears an annual 10% interest rate (“October 2019 Loan”). The October 2019 Loan has a two-8year term. Prior to the maturity date of the October 2019 Loan, the Company, at its option, has the right to redeem, in cash, in part or in whole, the amounts outstanding provided that as of the date of the redemption notice (i) the volume-weighted average price of the Company’s ordinary shares is less than $12.50 and (ii) there is no equity condition failures as defined therein. In the event that the Company wishes to redeem any amount under the convertible loan, the Company shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to 20% of the outstanding amount being redeemed in addition to outstanding and accrued interest. The October 2019 Lender shall be entitled to convert the principal loan and the outstanding interest (the “Conversion Amount”) into such number of ordinary shares determined by dividing (x) such Conversion Amount by (y) the fixed conversion price of $12.50 or (z) 80% of the lowest the volume-weighted average price of the Company’s ordinary shares during the 10 trading days immediately preceding the conversion date. The Company accounted for the October 2019 Loan in accordance with ASC 470-20, Debt with conversion and other Options. As of March 31, 2024, the BCF was revalued at $389. On December 20, 2022, the Company paid accrued interest of the October 2019 Loan in the amount of $100, and the October 2019 Loan agreement as extended until June 30, 2023. On January 2023, the Company paid accrued interest of the October 2019 Loan in the amount of $100. On December 10, 2023, the Loan agreement as extended until June 30, 2024. The October 2019 Loan is included in the convertible loans in current liabilities as of December 31, 2023, in the amount of $1,341.

~~SATIVUS~~c. ~~TECH~~On ~~CORP.~~August ~~NOTES~~7, TO2020, ~~CONDENSED~~the ~~CONSOLIDATED~~Company ~~FINANCIAL~~received ~~STATEMENTS~~a convertible loan from a third party (~~Unaudited~~“August 2020 Lender”) Uin the amount of $200 (the “August 2020 Loan”).S. ~~dollars~~Per inthe ~~thousands~~terms of the Agreement, the August 2020 Loans has a maturity date of August 7, 2022, (“Maturity Date”) and accrues annual interest at a rate of 10%

~~NOTE~~The ~~3:-~~August ~~CONVERTIBLE~~2020 ~~LOANS~~Loan is convertible by the August 2020 Lender into Shares, at their discretion, at the lower of a fixed price of $1.02 (the “Fixed Conversion Price”) or 80% of the lowest volume weighted average price (“VWAP”) of the Company’s common stock during the 10 trading days immediately preceding the conversion date (the “Market Conversion Price”).

~~a. On February 21, 2019, the Company received a convertible loan from third party (“February 2019 Lender”), with a two~~F-~~year term, in the principal amount of $550, which bears 10% annual interest rate (“February 2019 Loan”).~~11

~~The~~SATIVUS ~~Company~~TECH atCORP. ~~its~~NOTES ~~option~~TO ~~shall~~CONDENSED ~~have~~CONSOLIDATED ~~the right~~FINANCIAL toSTATEMENTS ~~redeem,~~(Unaudited) inU.S. ~~part~~dollars or in whole, outstanding principal amount and interest under this loan agreement prior to the maturity date. The Company shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to 20% of the outstanding principal amount being redeemed plus outstanding and accrued interest.thousands

~~The~~NOTE ~~February~~3:- ~~2019~~CONVERTIBLE ~~Lender~~LOANS shall be entitled to convert at its option any portion of the outstanding and unpaid principal or accrued interest into fully paid and nonassessable of shares of common stock, at the lower of the fixed conversion price then in effect or the market conversion price. The number of shares of common stock issuable upon conversion of any conversion amount shall be determined by dividing (~~x) such conversion amount by (y) the fixed conversion price of $20~~cont.~~00 or (z~~) ~~80% of the lowest the volume-weighted average price of the Company’s shares of common stock during the 30 trading days immediately preceding the conversion date.~~

The Company ~~accounted~~also ~~for~~granted the ~~February~~August ~~2019~~2020 ~~Loan~~Investor inwarrants ~~accordance~~to ~~with~~purchase ~~ASC 470-20~~50,000 ~~Debt~~shares ~~with~~of ~~conversion~~common ~~and~~stock ~~other~~of ~~Options.~~the AsCompany at an exercise price of ~~December~~$2.00 ~~31,~~per ~~2022~~share, such exercise price is subject to any future price-based anti-dilution adjustments. Accordance with ASU 2017-11 the ~~BCF~~warrants ~~was~~were ~~revalued~~classified atin ~~$326~~shareholders equity.

~~During~~The ~~the~~fair ~~year~~value ~~ended December 31, 2020, a portion~~ of the ~~February~~warrants ~~2019~~granted was ~~Loan~~$35 using in the ~~amount~~Black-Scholes-Merton ofoption ~~$190~~pricing ~~and~~model ~~accrued~~using ~~interest~~the offollowing ~~$87 was converted into 1,045,521 Shares.~~assumptions:

On February 20, 2021, the Company and the February 2019 Lender extended the February 2019 Loan to November 10, 2021.


	August 2020
Share price	$	0.86
Dividend yield		0%
Risk-free interest rate		0.21%
Expected term (in years)		5
Volatility		176.96%

OnThe ~~May~~Company ~~12,~~accounted ~~2021~~for the August 2020 Loan in accordance with ASC 470-20, aDebt ~~portion~~with conversion and other Options. The combined intrinsic value of the ~~February~~BCF for the August ~~2019~~2020 Loan inwas ~~the~~calculated ~~amount~~and ofvalued at $60249 ~~and~~as ~~accrued~~of ~~interest~~August of7, 2020, and the ~~February~~Company ~~2019~~allocated ~~Loan~~$249 into the ~~amount~~BCF as a liability. As of ~~$14~~March 31, 2024, the BCF was ~~paid~~revalued byat ~~the~~$82 ~~Company~~($190 as of December 31, 2023).

OnThe ~~January 26, 2022, the~~ Company ~~paid~~used ~~accrued~~an ~~interest~~independent ofappraiser to ~~the~~estimate ~~February 2019 Loan in~~ the ~~amount~~fair value of ~~$20,~~BCF ~~and~~which ~~the~~used ~~February 2019 Loan agreement was extended until December 31, 2022. On December 10, 2022,~~ the ~~February~~Monte ~~2019~~Carlo ~~Loan~~option ~~agreement~~pricing ~~was~~model ~~extended~~using ~~until June 30, 2023. On July 31,~~ the ~~February 2019~~following ~~Loan~~weighted ~~agreement~~average ~~was extended until December 30, 2023.~~assumptions:

Conversion feature


	August 7, 2020		December 31, 2023		March 31, 2024
Share price	$	0.80	$	0.160	$	0.09
Dividend yield		0		0		0%
Risk-free interest rate		0.13%		5.26%		5.23%
Expected term (in years)		2		0.50		0.25
Volatility		163.31%		54.14%		54.14%

InThe ~~accordance~~August 2020 ~~with~~Loan ~~ASC~~is ~~815-15-25 the conversion~~included ~~feature~~in ~~was considered an embedded derivative instrument, and is to be recorded at its fair value separately from~~ the convertible ~~notes, within~~loans ~~current liabilities~~ in ~~the~~short ~~Company’s~~term ~~balance~~liabilities ~~sheet.~~as ~~The~~of ~~conversion~~March ~~component~~31, is2024 ~~then~~in ~~marked to market at each reporting period with~~ the ~~resulting~~amount ~~gains~~of or$273, ~~losses~~and ~~shown~~$268 inas ~~the statements~~ of ~~operations~~December 31, 2023.

~~The~~On ~~fair~~December ~~value~~10, of2023, the ~~conversion~~Loan ~~feature~~agreement ~~(hereafter~~as ~~“Convertible~~extended ~~Component”)~~until June in30, ~~the amount of $171 was estimated using the Monte Carlo Simulation Model to compute the Convertible Component’s fair value~~2024. ~~The assumptions used to perform the Monte-Carlo simulation model below:~~

	September 30, 2023
Share price	$	0.2988
Dividend yield		0	%
Risk-free interest rate		4.92	%
Expected term (in years)		0.25
Volatility		73.33	%

During the three months ended March 31, 2024, the Company recorded financial income related to August 2020 Loan in the amount of $5.

~~The February 2019 Loan is included in the convertible loans in current liabilities as of September 30, 2023, in the amount of $354, and $332 as of December 31, 2022.~~F-12

~~During~~SATIVUS ~~the~~TECH ~~nine~~CORP. ~~months~~NOTES ~~ended~~TO ~~September 30,~~CONDENSED ~~2023,~~CONSOLIDATED ~~the~~FINANCIAL ~~Company~~STATEMENTS ~~recorded~~(Unaudited) ~~interest~~U.S. ~~and~~dollars ~~financial income related to February 2019 Loan~~ in ~~the amount of $133, and financial income in the amount of $228 in the nine months ended September 30, 2022.~~thousands

FNOTE 3:-9 CONVERTIBLE LOANS (cont.)

~~SATIVUS~~d. ~~TECH~~On ~~CORP~~July 31, 2020, the Company received a convertible loan from Mr. ~~NOTES~~Shmuel TOYannay ~~CONDENSED~~(a ~~CONSOLIDATED~~third ~~FINANCIAL~~party ~~STATEMENTS~~at that time, and a director of the Company as of October 28, 2021) in the amount of $100 (~~Unaudited~~“Director Loan”). UThe loan has a maturity date of July 31, 2022 (“Maturity Date”) and accrues annual interest at a rate of 10% The Director Loan is convertible into Shares, at his discretion, at the lower of a fixed price of $1.S02 (the “Fixed Conversion Price”) or 80% of the lowest volume weighted average price (“VWAP”) of the Company’s common stock during the 10 trading days immediately preceding the conversion date (the “Market Conversion Price”). ~~dollars~~The Company also granted the Mr. Yannay warrants to purchase 25,000 shares of common stock of the Company at an exercise price of $2.00 per share, such exercise price is subject to any future price-based anti-dilution adjustments. Accordance with ASU 2017-11 the warrants were classified in ~~thousands~~shareholders equity. The fair value of the warrants granted was $18 using the Black-Scholes-Merton option pricing model using the following assumptions:

NOTE 3:- CONVERTIBLE LOANS (cont.)


	August 2020
Share price	$	0.86
Dividend yield		0%
Risk-free interest rate		0.21%
Expected term (in years)		5
Volatility		176.96%

b.The OnCompany ~~October~~accounted ~~15,~~for ~~2019,~~ the ~~Company~~director’s ~~received a convertible~~ loan ~~from a third party (“October 2019 Lender”)~~ in ~~the~~accordance ~~principal~~with ~~amount~~ASC ~~of $1~~470-20,~~100~~ ~~that~~Debt ~~bears~~with anconversion ~~annual~~and ~~10%~~other ~~interest rate (“October 2019 Loan”)~~Options. The ~~October~~combined ~~2019~~intrinsic ~~Loan~~value ~~has~~of ~~a two-year term. Prior to~~ the ~~maturity~~BCF ~~date~~for of the ~~October~~August ~~2019~~2020 Loan, ~~the~~was ~~Company,~~calculated atand ~~its~~valued ~~option,~~at ~~has~~$129 ~~the~~as ~~right~~of toJuly ~~redeem~~31, ~~in cash~~2020, inand ~~part~~the orCompany inallocated ~~whole,~~$129 to the ~~amounts~~BCF ~~outstanding provided that~~ as ofa ~~the~~liability. ~~date~~As of ~~the~~March ~~redemption~~31, ~~notice~~2024, ~~(i)~~ the ~~volume-weighted~~BCF ~~average~~was ~~price~~revalued ofat ~~the Company’s ordinary shares is less than~~ $1234.50 ~~and~~The ~~(ii) there is no equity condition failures as defined therein. In the event that the~~ Company ~~wishes~~estimated ~~to redeem any amount under~~ the ~~convertible~~fair ~~loan,~~value ~~the~~of ~~Company~~BCF ~~shall~~using ~~pay an amount equal to~~ the ~~principal~~Monte ~~amount~~Carlo ~~being~~option ~~redeemed~~pricing ~~plus~~model ausing ~~redemption premium equal to 20% of~~ the ~~outstanding~~following ~~amount~~weighted ~~being~~average ~~redeemed in addition to outstanding and accrued interest.~~assumptions:

The October 2019 Lender shall be entitled to convert the principal loan and the outstanding interest (the “Conversion Amount”) into such number of ordinary shares determined by dividing (x) such Conversion Amount by (y) the fixed conversion price of $12.50 or (z) 80% of the lowest the volume-weighted average price of the Company’s ordinary shares during the 10 trading days immediately preceding the conversion date.


	July 31, 2020		December 31, 2023		March 31, 2024
Share price	$	0.86	$	0.160	$	0.09
Dividend yield		0		0		0%
Risk-free interest rate		0.11		5.26%		5.23%
Expected term (in years)		2		0.50		0.25
Volatility		164.04%		54.14%		54.14%

~~The~~During ~~Company~~the ~~accounted~~three ~~for~~months ended March 31, 2024, the ~~October 2019~~Company recorded financial income related to Director Loan in ~~accordance~~the ~~with~~amount ~~ASC~~of ~~470-20~~$73, ~~Debt~~and ~~with~~interest ~~conversion~~ and ~~other~~financial ~~Options.~~expenses Asin ofthe ~~December~~amount ~~31,~~of ~~2022,~~$2.5 in the ~~BCF~~three ~~was~~months ~~revalued~~ended atMarch ~~$732~~31, 2024.

~~As of December 31, 2021, the Company has defaulted on the October 2019 Loan and the October 2019 Loan was presented in fair value in financial statements for the year ended December 31, 2021.~~F-13

OnSATIVUS ~~January~~TECH ~~26, 2022,~~CORP. ~~the~~NOTES ~~Company~~TO ~~paid~~CONDENSED ~~accrued~~CONSOLIDATED ~~interest~~FINANCIAL ofSTATEMENTS ~~the~~(Unaudited) ~~October~~U.S. ~~2019~~dollars ~~Loan~~ in ~~the amount of $55, and the October 2019 Loan agreement was extended until December 31, 2022.~~thousands

OnNOTE ~~December~~4:- ~~20, 2022,~~RELATED the Company paid accrued interest of the October 2019 Loan in the amount of $100, and the October 2019 Loan agreement was extended until June 30, 2023. On July 31, the October 2019 Loan agreement was extended until December 30, 2023.PARTIES

~~Conversion~~The ~~feature~~following transactions arose with related parties:

In accordance with ASC 815-15-25 the conversion feature was considered an embedded derivative instrument, and is to be recorded at its fair value separately from the convertible notes, within current liabilities in the Company’s balance sheet. The conversion component is then marked to market at each reporting period with the resulting gains or losses shown in the statements of operations.

Schedule of related parties
	Three months ended March 31, 2024								Amounts owing
	Directors Fees		Consulting Fees / Salaries		Share based awards		Total		by (to) as of March 31, 2024
Director and CEO	$	–	$	46	$	–	$	46	$	(15	)
CFO		–		7		–		7		(2	)
Company controlled by CFO		–		8		–		8		(3	)
Directors		–		28		–		28		(138	)
	$	–	$	89	$	–	$	89	$	(158	)

The fair value of the conversion feature (hereafter “Convertible Component”) in the amount of $460 was estimated using the Monte Carlo Simulation Model to compute the Convertible Component’s fair value. The assumptions used to perform the Monte-Carlo simulation model below:

	Three months ended March 31, 2023								Amounts owing
	Directors Fees		Consulting Fees / Salaries		Share based awards		Total		by (to) as of March 31, 2023
Director and CEO	$	–	$	30	$	–	$	30	$	–
CFO		–		18		–		18		(8	)
Company controlled by CFO		–		13		–		13		–
Directors		–		2		–		2		(117	)
	$	–	$	63	$	–	$	63	$	(125	)

	September 30, 2023
Share price	$	0.2988
Dividend yield		0	%
Risk-free interest rate		4.92	%
Expected term (in years)		0.25
Volatility		73.33	%

NOTE 5:-

SHAREHOLDERS’ DEFICIT

~~The~~a. ~~October 2019~~As ~~Loan~~of isMarch ~~included in~~31, ~~the~~2024 ~~convertible~~and ~~loans~~December ~~in current liabilities as of September 30~~31, 2023, in the ~~amount~~Company’s ofshare ~~$1,287,~~capital ~~and~~is ~~$1,304~~composed as ~~of December 31, 2022.~~follows:

During the nine months ended September 30, 2023, the Company recorded interest and financial income related to October 2019 Loan in the amount of $190, and financial income in the amount of $228 in the nine months ended September 30, 2022.

March 31,
2024

December 31,
2023

Authorized

Issued and
outstanding

Number of shares

Shares of common stock of $0.0001 par value each “Shares”

500,000,000

4,215,571

500,000,000

4,215,571

c. On August 7, 2020, the Company received a convertible loan from a third party (“August 2020 Lender”) in the amount of $200 (the “August 2020 Loan”). Per the terms of the Agreement, the August 2020 Loans has a maturity date of August 7, 2022, (“Maturity Date”) and accrues annual interest at a rate of 10%F-14

~~The~~SATIVUS ~~August~~TECH ~~2020 Loan is convertible by the August 2020 Lender into Shares, at their discretion, at the lower of a fixed price of $1~~CORP.02 ~~(the~~NOTES ~~“Fixed~~TO ~~Conversion~~CONDENSED ~~Price”) or~~CONSOLIDATED ~~80%~~FINANCIAL ofSTATEMENTS ~~the lowest volume weighted average price~~ (~~“VWAP”~~Unaudited) ofU.S. ~~the~~dollars ~~Company’s~~in ~~common stock during the 10 trading days immediately preceding the conversion date (the “Market Conversion Price”).~~thousands

FNOTE 5:-10 SHAREHOLDERS’ DEFICIT (cont.)

~~SATIVUS~~b. ~~TECH~~Warrants ~~CORP.~~A ~~NOTES~~summary TOof ~~CONDENSED~~warrant ~~CONSOLIDATED~~activity ~~FINANCIAL~~during ~~STATEMENTS~~the ~~(Unaudited)~~three ~~U.S.~~months ~~dollars~~period inended ~~thousands~~March 31, 2024, and year ended December 31, 2023 is as follows:

NOTE 3:- CONVERTIBLE LOANS (cont.)

Schedule of warrant activity
	Number			Average exercise price
Warrants outstanding at January 1, 2023		198,750		$	5.40
Forfeited/Cancelled		(13,750	)		2.00
Forfeited/Cancelled		(66,000	)		1.50
Warrants outstanding at December 31, 2023		119,000			5.88

Warrants outstanding at March 31, 2024		119,000		$	5.88

The ~~Company~~following ~~also granted the August 2020 Investor~~ warrants toare ~~purchase~~outstanding ~~50,000~~as ~~shares~~ of ~~common~~December ~~stock of the Company at an exercise price of $2.00 per share~~31, ~~such exercise price is subject to any future price-based anti-dilution adjustments. Accordance with ASU 2017-11 the warrants were classified in shareholders equity.~~2023:

The fair value of the warrants granted was $35 using the Black-Scholes-Merton option pricing model using the following assumptions:

Schedule of warrants outstanding
Issuance date	Warrants outstanding		Exercise price per warrant		Warrants outstanding and exercisable		Expiry date
October 15, 2019		44,000	$	12.50		44,000	October 15, 2024
August 7, 2020		50,000	$	2.00		50,000	August 7, 2025
August 11, 2020		25,000	$	2.00		25,000	August 11, 2025
		119,000				119,000

	August 2020
Share price	$	0.86
Dividend yield		0	%
Risk-free interest rate		0.21	%
Expected term (in years)		5
Volatility		176.96	%

The following warrants and are outstanding as of March 31, 2024:

The Company accounted for the August 2020 Loan in accordance with ASC 470-20, Debt with conversion and other Options. The combined intrinsic value of the BCF for the August 2020 Loan was calculated and valued at $249 as of August 7, 2020, and the Company allocated $249 to the BCF as a liability. As of December 31, 2021, the BCF was revalued at $146 ($339 as of December 31, 2020).

Issuance date	Warrants outstanding		Exercise price per warrant		Warrants outstanding and exercisable		Expiry date
October 15, 2019		44,000	$	12.50		44,000	October 15, 2024
August 7, 2020		50,000	$	2.00		50,000	August 7, 2025
August 11, 2020		25,000	$	2.00		25,000	August 11, 2025
		119,000				119,000

~~On July 31, the August 2020 Loan agreement was extended until December 30, 2023.~~F-15

~~The~~SATIVUS ~~fair~~TECH ~~value~~CORP. ofNOTES ~~the~~TO ~~conversion~~CONDENSED ~~feature (hereafter~~CONSOLIDATED ~~“Convertible~~FINANCIAL ~~Component”~~STATEMENTS (Unaudited) ~~in the amount of $94 was estimated using the Monte Carlo Simulation Model to compute the Convertible Component’s fair value~~U.S. ~~The~~dollars ~~assumptions~~in ~~used to perform the Monte-Carlo simulation model below:~~thousands

	September 30, 2023
Share price	$	0.2988
Dividend yield		0	%
Risk-free interest rate		4.92	%
Expected term (in years)		0.25
Volatility		73.33	%

NOTE 5:-

SHAREHOLDERS’ DEFICIT (cont.)

~~The~~c. ~~August 2020~~Share ~~Loan~~option isplans: ~~included in~~On April 1, 2019, the ~~convertible~~Company’s ~~loans~~board inof ~~short~~directors ~~term~~adopted ~~liabilities~~the asSativus Tech Corp. 2018 Share Options Plan (the “2018 Plan”). Awards granted under the 2018 Plan are subject to vesting schedules and unless determined otherwise by the administrator of ~~September~~the 302018 Plan, ~~2023~~generally vest following a period of four years from the applicable vesting commencement date, such that the awards vest in four annual equal instalments and/or generally vest following a period of one year from the ~~amount~~applicable vesting commencement date, such that the awards vest in four quarterly equal instalments. (i) A summary of ~~$264~~employee share options activity during the three-month period ended March 31, 2024, and ~~$249~~for asthe ofyear ended December 31, ~~2022.~~2023, is as follows:

During the nine months ended September 30, 2023, the Company recorded interest and financial income related to August 2020 Loan in the amount of $70, and interest and financial expenses in the amount of $76 in the nine months ended September 30, 2022.

Schedule of share options activity
	Number			Average weighted exercise price
Options outstanding at January 1, 2023		240,000		$	0.7
Exercised		(80,000	)		0.1
		–			–
Options outstanding at December 31, 2023		160,000		$	1.05
Granted		–			–
Exercised		–			–
Forfeited		–			–
Options outstanding at March 31, 2024		160,000		$	1.05

Options exercisable at March 31, 2024		160,000		$	1.05

~~d. From November 2020 through to December 31, 2020, the Company received $425 from third party investors from the issuance of convertible promissory notes (“2020 Promissory Notes”).~~ The ~~Promissory~~following ~~Notes~~options ~~bear no interest,~~ are ~~convertible~~outstanding ~~into~~as ~~Shares based on a fixed conversion price~~ of ~~$1.00~~March ~~per share and mature between 6 and 24 months from the issuance date. Pursuant to the 2020 Promissory Notes~~31, ~~one of the investors received warrants to purchase 33,000 Shares at an exercise price of $1.50 through to December 17, 2021. (“2020 Promissory Warrants”)~~2023:

From January 2021 through to February 16, 2021, the Company received an additional $530 from third party investors from the issuance of Promissory Notes (“2021 Promissory Notes). One of the investors received 33,000 warrants (“2021 Promissory Warrants”). The 2021 Promissory Warrants have the same terms as the 2020 Promissory Notes. During December 2021 the 2020 Promissory Warrants and the 2021 Promissory Warrants were extended to December 31, 2022.

Schedule of options outstanding
Issuance date	Options outstanding		Exercise price per option		Options outstanding and exercisable		Expiry date
September 1, 2020		15,000	$	0.70		12,500	September 1, 2025
October 13, 2020		50,000	$	1.00		50,000	October 12, 2023
November 3, 2020		25,000	$	1.00		25,000	October 25, 2025
November 3, 2020		25,000	$	1.50		25,000	October 25, 2025
November 15, 2022		45,000	$	1.00		45,000	November 15, 2024
		240,000				160,000

During the year ended December 31, 2021, Promissory Notes in the amount of $830 have been converted into shares. On December 14, 2022, Promissory Notes in the amount of $100 were repaid to the investors.F-16

~~F-11~~SATIVUS TECH CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands

~~SATIVUS~~NOTE ~~TECH~~5:- ~~CORP.~~SHAREHOLDERS’ ~~NOTES~~DEFICIT ~~TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~ (~~Unaudited) U~~cont.~~S. dollars in thousands~~)

~~NOTE~~d. 3Restricted Share Units:- ~~CONVERTIBLE~~RSUs ~~LOANS~~under the 2018 Plan may be granted upon such terms and conditions, no monetary payment (~~cont~~other than payments made for applicable taxes) shall be required as a condition of receiving the Company’s shares pursuant to a grant of RSUs, and unless determined otherwise by the Company, the aggregate nominal value of such RSUs shall not be paid and the Company shall capitalize applicable profits or take any other action to ensure that it meets any requirement of applicable laws regarding issuance of shares for consideration that is lower than the nominal value of such shares. If, however, the Company’s board of directors determines that the nominal value of the shares shall not be waived and shall be paid by the grantees, then it shall determine procedures for payment of such nominal value by the grantees or for collection of such amount from the grantees by the Company. Shares issued pursuant to any RSUs units may (but need not) be made subject to exercise conditions, as shall be established by the Company and set forth in the applicable notice of grant evidencing such award. During any restriction period in which shares acquired pursuant to an award of RSUs remain subject to exercise conditions, such shares may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of unless otherwise provided in the 2018 Plan. Upon request by the Company, each grantee shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares hereunder and the Company may place appropriate legends evidencing any such transfer restrictions on the relevant share certificates. A summary of RSU activity during the three months ended March 31, 2024, and the year ended December 31, 2023 is as follows:

e. On July 31, 2020, the Company received a convertible loan from Mr. Shmuel Yannay (a third party at that time, and a director of the Company as of October 28, 2021) in the amount of $100 (“Director Loan”). The loan has a maturity date of July 31, 2022 (“Maturity Date”) and accrues annual interest at a rate of 10%

Schedule of RSU activity
	Number
RSU outstanding at January 1, 2023		536,000
Forfeited		(5,000	)
RSU outstanding at December 31, 2023		531,000

RSU’s outstanding at March 31, 2024		531,000

The Director Loan is convertible into Shares, at his discretion, at the lower of a fixed price of $1.02 (the “Fixed Conversion Price”) or 80% of the lowest volume weighted average price (“VWAP”) of the Company’s common stock during the 10 trading days immediately preceding the conversion date (the “Market Conversion Price”).F-17

~~The~~SATIVUS ~~Company~~TECH ~~also granted the Mr~~CORP. ~~Yannay warrants~~NOTES toTO ~~purchase~~CONDENSED ~~25,000~~CONSOLIDATED ~~shares~~FINANCIAL ofSTATEMENTS ~~common~~(Unaudited) ~~stock of the Company at an exercise price of $2~~U.~~00 per share, such exercise price is subject to any future price-based anti-dilution adjustments~~S. ~~Accordance~~dollars ~~with ASU 2017-11 the warrants were classified~~ in ~~shareholders equity.~~thousands

~~The~~NOTE ~~fair value of the warrants granted was $18 using the Black~~6:-~~Scholes-Merton~~ ~~option~~FINANCIAL ~~pricing~~INCOME ~~model using the following assumptions:~~(EXPENSES)

	August 2020
Schedule of financial income (expenses)
Share price	$	0.86
	Three months ended			Three months ended
Dividend yield		0	%
	March 31,			March 31,
Risk-free interest rate		0.21	%
	2024			2023
Expected term (in years)		5
Financial income (expense) related to interest and revaluation of convertible component in convertible loans	$	209		$	80
Volatility		176.96	%
Financial expenses related to warrants		–			–
Foreign currency transactions and other		(6	)		(3	)
	$	203		$	77

~~The~~NOTE ~~Company accounted for the director’s loan in accordance with ASC 470~~7:-~~20,~~ ~~Debt with conversion and other Options. The combined intrinsic value of the BCF for the August 2020 Loan was calculated and valued at $129 as of July 31~~LIENS, ~~2020, and the Company allocated $129 to the BCF as a liability. As of September 30, 2023, the BCF was revalued at $82 ($88 as of December 31, 2022).~~COMMITMENTS

~~The~~Saffron ~~fair~~leases ~~value~~its offacility ~~the~~on ~~conversion~~a ~~feature~~lease ~~(hereafter~~that ~~“Convertible~~expires ~~Component”)~~on inSeptember ~~the~~11, ~~amount of $37 was estimated using the Monte Carlo Simulation Model to compute the Convertible Component’s fair value~~2024. ~~The~~Lease ~~assumptions~~payments ~~used~~are toapproximately ~~perform~~$2 ~~the~~per ~~Monte-Carlo~~month ~~simulation~~($23 ~~model below:~~annually).

	September 30, 2023
Share price	$	0.2988
Dividend yield		0	%
Risk-free interest rate		4.92	%
Expected term (in years)		0.25
Volatility		73.33	%

Saffron Tech is committed to pay royalties to the IIA on the proceeds from sales of products resulting from research and development projects in which the IIA participates by way of grants. In the first 3 years of sales the Company shall pay 3% of the sales of the product which was developed under IIA research and development projects. In the fourth, fifth and sixth years of sales, the Company shall pay 4% of such sales and from the seventh year onwards the Company shall pay 5% of up to 100% of the amount of grants received plus interest at LIBOR. Saffron Tech was entitled to the grants only upon incurring research and development expenditures. There were no future performance obligations related to the grants received from the IIA. As of March 31, 2024, the contingent liabilities with respect to grants received from the IIA, subject to repayment under these royalty agreements on future sales is $Nil.

~~The~~NOTE ~~Director~~8:- ~~Loan~~SUBSEQUENT ~~is included in the convertible loans in short term liabilities as of September 30, 2023 in the amount of $102, and $124 as of December 31, 2022.~~ EVENTS

~~During~~In ~~the~~accordance ~~nine~~with ~~months~~ASC ~~ended September 30~~855-10, ~~2023, the~~ Company management ~~recorded~~reviewed ~~interest~~all ~~and~~material ~~financial~~events ~~income~~through ~~related to Director Loan in~~ the ~~amount~~date of ~~$44,~~this ~~and~~report ~~interest~~ and ~~financial expenses~~determined inthat ~~the~~there ~~amount~~are ofno ~~$36~~additional inmaterial ~~the~~subsequent events ~~nine~~to ~~months ended September 30, 2022~~report.

F-1218

~~SATIVUS~~Item ~~TECH CORP~~1C. ~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands~~Cybersecurity

~~NOTE~~We ~~4:-~~recognize ~~RELATED~~the ~~PARTIES~~critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data. We currently have security measures in place to protect our clients, customers, employees,‌ and vendor information and prevent data loss and other security breaches. We also only use third party software for accounting, billing and payroll that have successful SOC 1 type 2 compliance. Both management and the Board are actively involved in the continuous assessment of risks from cybersecurity threats, including prevention, mitigation, detection, and remediation of cybersecurity incidents.

Our current cybersecurity risk assessment program consists of an annual review of our risks and policies. The ~~following~~program ~~transactions~~outlines ~~arose~~governance, ~~with~~policies and procedures, ~~related~~and ~~parties:~~technology we use to oversee and identify risks from cybersecurity threats.

	Nine months ended September 30, 2023								Amounts owing
	Directors Fees		Consulting Fees / Salaries		Interest		Total		by the Company as of September 30, 2023
Director and CEO	$	-	$	120	$	-	$	120	$	(7	)
CFO		-		54		-		54		(4	)
Company controlled by CFO		-		38		-		38		(4	)
Directors		-		65		29		94		(112	)
	$	-	$	277	$	29	$	306	$	(127	)

Our CEO is responsible for overseeing our business operations and are responsible for day-to-day assessment and management of risks from cybersecurity threats, including the prevention, mitigation, detection, and remediation of cybersecurity incidents. We also use the services of an outside consulting firm to monitor activity and advise the company of cybersecurity protocols.

	Nine months ended September 30, 2022								Amounts owing
	Directors Fees		Consulting Fees / Salaries		Interest		Total		by the Company as of September 30, 2022
Director and CEO	$	-	$	89	$		$	89	$	(6	)
CFO		-		54				54		(25	)
Company controlled by CFO		-		39		-		39		-
Directors		-		-		8		8		(122	)
	$	-	$	182	$	8	$	190	$	(153	)

We routinely undertake activities to prevent, detect, and minimize the effects of cybersecurity incidents, including an annual risk review, policy reviews and revisions. In addition, we maintain business continuity, contingency, and recovery plans for use in the event of a cybersecurity incident by the administering of local and cloud based back up of files. and emails.

~~NOTE~~We 5:engaged and used the advice of a third-party ~~SHAREHOLDERS’~~consultant ~~DEFICIT~~to help us assess and identify risks from cybersecurity threats, including the threat of a cybersecurity incident, and manage our risk assessment program. Among other things, these providers have recommended periodic evaluations of the work stations.

a.We Ashave ofmultiple ~~September~~controls ~~30,~~in ~~2023~~place ~~and~~in ~~December~~order ~~31,~~to ~~2022~~prevent breaches, ~~the~~some ~~Company’s~~of ~~share~~these ~~capital~~controls ~~is composed as follows~~include:

September 30, 2023

December 31, 2022

Authorized

Issued and outstanding

Number of shares

Shares of common stock of $0.0001 par value each “Shares”

500,000,000

4,215,571

500,000,000

4,215,571

	a.	FMA/2FA, this is our first AND most important first line of defense, no one should have MFA bypassed or disabled, with no exceptions.

	b.	Email Banner for external emails. This banner assists us to identify any phishing / impersonation email and cannot be bypassed.

	c.	Conditional Access Policy (CAP): Rejects connections to Exchange Online from un-authorized countries. We are further enhancing this control by implementing ACL's (access lists) in our CRM and ERP systems and any other mission critical platform. ALL platforms should have MFA enforced, any platform not supporting MFA in 2024 is deemed high-risk and immediately replaced as it is obsolete and poses high-risk to the Company.

bAs of the date of this report, no cybersecurity incident (or aggregation of incidents) or cybersecurity threat has materially affected our results of operations or financial condition. ~~Warrants~~However, an actual or perceived breach of our security could damage our reputation and cause damage to our relationships, , as well as prevent us from attracting new clients / customers. and / or subject us to third-party lawsuits, regulatory fines or other actions or liabilities, any of which could adversely affect our business, operating results or financial condition. We currently do not carry a cyber liability insurance policy, but are evaluating whether to acquire one to mitigate any financial impact of a cybersecurity breach.

~~A summary of warrant activity during the nine months period ended September 30, 2023, and year ended December 31, 2022 is as follows:~~2

	Number			Average exercise price
Warrants outstanding at January 1, 2022		198,750		$	5.40
Granted		-			-
Exercised		-			-
Forfeited/Cancelled		(13,750	)		2.00
Forfeited/Cancelled		(66,000	)		1.50
Warrants outstanding at December 31, 2022		119,000		$	5.88
Expired		-			-
Exercised		-			-
Forfeited/Cancelled		-			-
Warrants outstanding at September 30, 2023		119,000		$	5.88

F-13

SATIVUS TECH CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands

NOTE 5:- SHAREHOLDERS’ DEFICIT (cont.)

The following warrants are outstanding as of December 31, 2022:

Issuance date	Warrants outstanding		Exercise price per warrant		Warrants outstanding and exercisable		Expiry date
October 15, 2019		44,000	$	12.50		44,000	October 15, 2024
August 7, 2020		50,000	$	2.00		50,000	August 7, 2025
August 11, 2020		25,000	$	2.00		25,000	August 11, 2025
		119,000				119,000

The following warrants and are outstanding as of September 30, 2023:

Issuance date	Warrants outstanding		Exercise price per warrant		Warrants outstanding and exercisable		Expiry date
October 15, 2019		44,000	$	12.50		44,000	October 15, 2024
August 7, 2020		50,000	$	2.00		50,000	August 7, 2025
August 11, 2020		25,000	$	2.00		25,000	August 11, 2025
		119,000				119,000

c. Share option plans:

On April 1, 2019, the Company’s board of directors adopted the Sativus Tech Corp. 2018 Share Options Plan (the “2018 Plan”).

Awards granted under the 2018 Plan are subject to vesting schedules and unless determined otherwise by the administrator of the 2018 Plan, generally vest following a period of four years from the applicable vesting commencement date, such that the awards vest in four annual equal instalments and/or generally vest following a period of one year from the applicable vesting commencement date, such that the awards vest in four quarterly equal instalments.

(i) A summary of employee share options activity during the nine-month period ended September 30, 2023, and for the year ended December 31, 2022, is as follows:

	Number		Average weighted exercise price
Options outstanding at January 1, 2022		195,000	$	0.63
Granted		45,000		1.00
Exercised		-		-
Forfeited		-		-
Options outstanding at December 31, 2022		240,000	$	0.70
Granted		-		-
Exercised		-		-
Forfeited		-		-
Options outstanding at September 30, 2023		240,000	$	0.70
Options exercisable at September 30, 2023		232,500	$	0.71

F-14

SATIVUS TECH CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands

NOTE 5:- SHAREHOLDERS’ DEFICIT (cont.)

The following options are outstanding as of September 30, 2022:

Issuance date	Options outstanding		Exercise price per option		Options outstanding and exercisable		Expiry date
September 1, 2020		15,000	$	0.70		15,000	September 1, 2025
October 13, 2020		50,000	$	1.00		50,000	October 12, 2023
November 3, 2020		25,000	$	1.00		25,000	October 25, 2025
November 3, 2020		25,000	$	1.50		25,000	October 25, 2025
December 14, 2021		80,000	$	0.01		76,250	December 14, 2026
November 15, 2022		45,000	$	1.00		41,250	November 15, 2024
		240,000				232,500

d. Restricted Share Units:

RSUs under the 2018 Plan may be granted upon such terms and conditions, no monetary payment (other than payments made for applicable taxes) shall be required as a condition of receiving the Company’s shares pursuant to a grant of RSUs, and unless determined otherwise by the Company, the aggregate nominal value of such RSUs shall not be paid and the Company shall capitalize applicable profits or take any other action to ensure that it meets any requirement of applicable laws regarding issuance of shares for consideration that is lower than the nominal value of such shares. If, however, the Company’s board of directors determines that the nominal value of the shares shall not be waived and shall be paid by the grantees, then it shall determine procedures for payment of such nominal value by the grantees or for collection of such amount from the grantees by the Company.

Shares issued pursuant to any RSUs units may (but need not) be made subject to exercise conditions, as shall be established by the Company and set forth in the applicable notice of grant evidencing such award. During any restriction period in which shares acquired pursuant to an award of RSUs remain subject to exercise conditions, such shares may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of unless otherwise provided in the 2018 Plan. Upon request by the Company, each grantee shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares hereunder and the Company may place appropriate legends evidencing any such transfer restrictions on the relevant share certificates.

A summary of RSU activity during the nine months ended September 30, 2023, and the year ended December 31, 2022 is as follows:

	Number
RSU outstanding at January 1, 2022		196,000
Granted		370,000
Exercised		-
Forfeited		(30,000	)
RSU outstanding at December 31, 2022		536,000
Granted		-
Exercised		-
Forfeited		(5,000	)
RSU’s outstanding at September 30, 2022		531,000

F-15

SATIVUS TECH CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) U.S. dollars in thousands

NOTE 6:- FINANCIAL INCOME (EXPENSES)

	Three months ended						Nine months ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Financial income (expenses) related to interest and revaluation of convertible component in convertible loans	$	1,269		$	(108	)	$	437		$	(100	)
Financial expenses related to warrants		-			-			-			-
Foreign currency transactions and other		(17	)		10			(57	)		(17	)
		1,252			(98	)		380			117

NOTE 7:- LIENS, COMMITMENTS

Saffron leases its facility on a lease that expires on September 11, 2024. Lease payments are approximately $2 per month ($23 annually).

Saffron Tech is committed to pay royalties to the IIA on the proceeds from sales of products resulting from research and development projects in which the IIA participates by way of grants. In the first 3 years of sales the Company shall pay 3% of the sales of the product which was developed under IIA research and development projects. In the fourth, fifth and sixth years of sales, the Company shall pay 4% of such sales and from the seventh year onwards the Company shall pay 5% of up to 100% of the amount of grants received plus interest at LIBOR. Saffron Tech was entitled to the grants only upon incurring research and development expenditures. There were no future performance obligations related to the grants received from the IIA. As of September 30, 2023, the contingent liabilities with respect to grants received from the IIA, subject to repayment under these royalty agreements on future sales is $Nil. As of September 30, 2023, Saffron Tech received a total of $535 from the IIA

NOTE 8:- SUBSEQUENT EVENTS

In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and determined that there are no additional material subsequent events to report.

F-16

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH OUR AUDITED FINANCIAL STATEMENTS AND THE RELATED NOTES THAT APPEAR ELSEWHERE IN THIS QUARTERLY REPORT ON FORM 10-Q AND THE FINANCIAL STATEMENTS AND RELATED NOTES THERETO FOR THE FISCAL YEAR ENDED DECEMBER 31, ~~2022~~2023 AND THE RELATED MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, BOTH OF WHICH ARE CONTAINED IN OUR ANNUAL REPORT ON FORM 10-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), ON MARCH 31, ~~2023~~2024. PAST OPERATING RESULTS ARE NOT NECESSARILY INDICATIVE OF RESULTS THAT MAY OCCUR IN FUTURE PERIODS. THE FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT REFLECT OUR PLANS, ESTIMATES AND BELIEFS. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE THOSE DISCUSSED BELOW AND ELSEWHERE IN THIS QUARTERLY REPORT.

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws, and is subject to the safe-harbor created by such Act and laws. Forward-looking statements may include statements regarding our goals, beliefs, strategies, objectives, plans, including product and technology developments, future financial conditions, results or projections or current expectations These forward-looking statements involve known or unknown risks, uncertainties and other factors that may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions. These statements are based on our current beliefs, expectations, and assumptions and are subject to a number of risks and uncertainties. Although we believe that the expectations reflected-in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Our actual results may differ materially from those anticipated in these forward-looking statements. These forward-looking statements are made as of the date of this report, and we assume no obligation to update these forward-looking statements whether as a result of new information, future events, or otherwise, other than as required by law. In light of these assumptions, risks, and uncertainties, the forward-looking events discussed in this report might not occur and actual results and events may vary significantly from those discussed in the forward-looking statements. Further information on potential factors that could affect our business is described under the heading “Risk Factors” in Part I, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended ~~December~~ March 31, ~~2022~~2023. Readers are also urged to carefully review and consider the various disclosures we have made in that report.

When used in this quarterly report, the terms “Sativus,” “the Company,” “we,” “our,” and “us” refer to SATIVUS TECH CORP., a Delaware corporation, unless otherwise indicated or as otherwise required by the context.

Company Overview

SATIVUS TECH CORP. (formerly SEEDO CORP.) (the “Company”, “Our” or “We”) was formed on January 16, 2015, under the laws of the State of Delaware. Prior to July 2020, we were involved in producing a plant growing device managed and controlled by an artificial intelligent algorithm, allowing consumers to grow their own herbs and vegetables effortlessly from seed to plant, while providing optimal conditions to assure premium quality produce year-round. However, due to financial and operational difficulties and during 2020, we ceased these operations and on July 19, 2020, the Company formed a new wholly-owned subsidiary in Israel, Hachevra Legiduley Pkaot Beisrael Ltd. (the “New Subsidiary”), to develop a fully automated and remotely managed system for growing saffron and other vegetables. On November 5, 2020, the New Subsidiary changed its name to Saffron-Tech Ltd. (or “Saffron Tech”). As of the date of this report, and following various financings in Saffron Tech, the Company owns 54% of Saffron Tech.

The Company, through Saffron Tech, is focusing on its in-house research and development of agriculture technology products, among others, in the fields of exotic plants and mushrooms. Saffron Tech plans to roll out its proof of concept in the coming months. This technology will provide turnkey automated growing containers for high-quality, high-yield saffron all year round. The Company is in advanced stages of developing and testing a fully automated and remotely managed system for growing high-quality, high-yield saffron anywhere and anytime.

It is also environmentally friendly, using economic levels of water, space, fertilizer, and energy. Accounting to the Company’s calculations, we believe that the controlled indoor growing area will produce ten times more yield compared to the same land area using traditional methods. The sealed environment eliminates the need for harmful pesticides and herbicides, producing a clean and safe product that is easy to control from anywhere. The Company’s solution is easily scalable and pre-designed to quickly grow operations.

Saffron is used in many industries, such as the food industry, particularly by famous chefs and Michelin starred restaurants, the natural cosmetics industry and the food supplements industry and as a dye in the textile industry. Medicinal claims as an anti-depressant, antioxidant, and antiseptic are constantly increasing.

On January 6, 2022, the Company announced that its subsidiary, Saffron Tech, has planted approximately 25,000 Saffron bulbs in fields in the Golan Heights, in Norther Israel. The plantation is being managed in conjunction with the Shamir Research Institute.

On April 4, 2022, the Company announced that Mr. Moshe Bar Siman Tov and Mrs. Iris Tova Ginsburg have resigned from the Board of Directors of the Company, and ~~immediately~~ immediate appointed Mrs. Tal Wilk-Glazer to its Board of Directors and as CEO of the Company.

In April 2022, Saffron Tech announced its new state-of-the-art indoor research and development center is operational. From April 2022, through to December 2022, Saffron Tech successfully completed three Saffron cultivation cycles using vertical farming technology, while traditional agriculture only produces one harvest of saffron per year.

On August 30, 2022, Saffron Tech, announced its intention to raise up to 5 million New Israeli Shekels (“NIS”) (approximately $1.5 million) at a pre-money valuation of NIS 32.5 million (approximately $10 million) through the Israeli crowdfunding platform – Pipelbiz (“2022 Crowd Funding Round”). Assuming the maximum amount is raised, the Company will own approximately 61% of Saffron Tech. The 2022 Crowd Funding Round was closed on December 1, 2022, having raised 3.8 million NIS (approximately $1.3 million). Fundraising expenses accumulated to $152 and the net amount raised through Pipelbiz was $1.15 million. Saffron Tech also raised 1.15 million NIS (approximately $328 thousand) through the issuance of SAFEs. The SAFEs are convertible at a 20% discount to the current crowdfunding round. Sativus Tech’s interest in Saffron Tech now totals 67.5% post-raise. All SAFEs were converted before December 31, 2022. Saffron Tech continued to raise funds through Pipelbiz under the same pre-money valuation from December 2022 through to January 2023, via another crowdfunding round “2023 Crowd Funding Round” which closed on February 5, 2023, having raised another 1.1 million NIS (approximately $314 thousand).

On March 1, 2023, Saffron Tech entered into an investment agreement with Korean-based company, Dreamtech Co Ltd (“Dreamtech”), a leading provider and manufacturer of tech components for innovative products including advanced mobile and medical devices. Under this new agreement, Dreamtech will fund an initial investment of $1 million followed by an additional $1 million upon a successful cultivation of saffron in Korea. ~~Saffron~~On ~~Tech~~March 5th ~~aims~~Dreamtech toofficially beannounced ~~the first company to create~~ a ~~large-scale~~successful ~~production~~completion of ~~saffron using vertical farming technology to meet~~ the ~~growing~~POC ~~demand of the spice~~ for ~~use~~Saffron cultivation in ~~beauty~~Korea, ~~wellness,~~while ~~and~~meeting ~~pharmaceutical~~the ~~applications.~~defined ~~Sativus~~success measurements ~~Tech’s~~for ~~interest~~saffron inquantity ~~Saffron~~and ~~Tech~~saffron ~~now totals 59% post-raise~~quality.

~~On September 1,~~ Saffron Tech ~~appointed~~aims ~~Nissim Darvish,~~to ~~MD,~~be ~~PhD as~~ the ~~new~~first ~~Chairman~~company ofto ~~the~~create a ~~Board.~~large-scale ~~Darvish~~production isof ansaffron ~~experienced~~using ~~business~~vertical ~~leader~~farming ~~with~~technology ato ~~proven~~meet ~~track~~the ~~record~~growing demand of ~~advancing~~the ~~and transforming~~spice ~~businesses~~for use in ~~the~~beauty, ~~medical~~ wellness, and ~~biotech~~pharmaceutical ~~industries~~applications. ~~Darvish~~Sativus ~~previously~~Tech’s ~~held~~interest ~~executive~~in ~~and~~Saffron ~~leadership~~Tech ~~positions~~now attotals ~~Pitango~~54% ~~and OrbiMed~~post-raise.

On May 9, 2024, Saffron Tech launched a pilot site in Ganei Tal, Israel. The pilot demonstrates commercial-like Saffron cultivation, using Saffron Tech proprietary technology and growth protocol.8j0. In the pilot site Saffron Tech will grow more than 12,000 corms in parallel, 4 cycles a year. The company invested $290, The Israeli innovation authority ("IIA") participation was $250.

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial statement presentation and in accordance with Form 10-Q. Accordingly, they do not include all of the information and footnotes required in annual financial statements. In the opinion of management, the unaudited condensed financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position and results of operations and cash flows. The results of operations presented are not necessarily indicative of the results to be expected for any other interim period or for the entire year.

These unaudited condensed financial statements should be read in conjunction with our December 31, ~~2022~~2023, annual financial statements included in our Form 10-K, filed with the SEC on ~~March 31~~April 1st, ~~2023~~2024.

Going Concern

Due to the uncertainty of our ability to meet our current operating and capital expenses, our independent auditors included an explanatory paragraph in their report on the condensed consolidated financial statements for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, regarding concerns about our ability to continue as a ~~going~~ going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

Our unaudited condensed financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they become due. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that we will be able to continue as a going concern. Our unaudited condensed financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern. There is no assurance that our operations will be profitable. Our continued existence and plans for future growth depend on our ability to obtain the additional capital necessary to operate either through the generation of revenue or the issuance of additional debt or equity.

Financing

We will require additional financing to implement our business plan, which may include joint venture projects and debt or equity financings. The nature of this enterprise and constraint of positive cash flow places debt financing beyond the credit-worthiness required by most banks or typical investors of corporate debt until such time as an economically viable profits and losses can be demonstrated. Therefore, any debt financing of our activities may be costly and result in substantial dilution to our stockholders.

Future financing through equity investments is likely to be dilutive to existing stockholders. Also, the terms of securities we may issue in future capital transactions may be more favorable for our new investors. Newly issued securities may include preferences, superior voting rights, and the issuance of warrants or other derivative securities, which may have additional dilutive effects. Further, we may incur substantial costs in pursuing future capital and financing, including investment banking fees, legal fees, accounting fees, and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which will adversely impact our financial condition.

Our ability to obtain needed financing may be impaired by such factors as the capital markets, both generally and specifically in the Agro-tech industry, which could impact the availability or cost of future financings. If the amount of capital we are able to raise from financing activities, together with our revenue from operations, is not sufficient to satisfy our capital needs, even to the extent that we reduce our operations accordingly, we may be required to cease operations.

There is no assurance that we will be able to obtain financing on terms satisfactory to us, or at all. We do not have any arrangements in place for any future financing. If we are unable to secure additional funding, we may cease or suspend operations. We have no plans, arrangements or contingencies in place in the event that we cease operations.

Results of Operations

~~Nine~~Three months ended ~~September~~March 3031, ~~2023~~2024 compared to the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023

Operating Expenses

Research and development expenses for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, were $~~301~~126 thousand compared to $~~494~~233 thousand for the same period in ~~2022~~2023. Gross research and development expenses in 2024 were $~~836~~170 thousand, offset by the amounts received in respect of participation in expenses by the Israeli Innovation ~~Authority~~ Authority in the amount of $~~535~~44 ~~thousand (previous period – $105)~~ which reduced total research and development expenses for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, to $~~301~~ 126 thousand.

General and administrative (“G&A”) expenses for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, were $~~412~~89 thousand compared to $~~490~~160 thousand for the same period in ~~2022~~2023. The decrease is G&A expenses is mainly due to decrease in share based expenses of $ 70.

Total financial income for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, was $~~380~~203 compared to ~~financial expenses in the amount of~~ $~~117~~77 thousand for the same period in ~~2022~~2023. Financial ~~expenses and~~ income ~~are~~is due ~~mainly~~ to financial gains ~~or losses~~ related to revaluations of convertible component in convertible loans.

Three months ended September 30, 2023 compared to the three months ended September 30, 2022

Operating Expenses

Research and development income for the three months ended September 30, 2023, was $161 thousand compared to expenses in the amount of $218 thousand for the same period in 2022. Gross research and development expenses in 2023 were $301 thousand, offset by the amounts received in respect of participation in expenses by the Israeli Innovation Authority in the amount of $140 which reduced total research and development expenses for the three months ended September 30, 2023, to $161 thousand.

General and administrative (“G&A”) expenses for the three months ended September 30, 2023, were $107 thousand compared to $189 thousand for the same period in 2022.

Total financial income for the three months ended September 30, 2023, was $1,252 compared to a total expense of $435 thousand for the same period in 2022. Financial expenses and income are due mainly to financial profits or losses related to revaluations of the convertible component of the convertible loans.

Liquidity and Capital Resources

Overview

Since inception on January 16, 2015, the Company has a cumulative deficit of $22,~~704~~858 thousand and a working capital deficit of $12,~~744~~095 thousand as of ~~September~~March 3031, ~~2023~~2024. Our future growth is dependent upon achieving further purchase orders and execution, management of operating expenses and ~~the~~ ability of the Company to obtain the necessary financing to fund future obligations, and upon profitable operations.

Historically, we have financed our cash flow and operations from the initial contribution of our majority shareholder and by raising equity and convertible loans.

AsWe ofhad ~~September~~a ~~30,~~negative ~~2023,~~working wecapital ~~had~~of ~~current~~$2,094 ~~assets~~thousand ofand $1,~~191~~993 thousand ~~consisting~~as of ~~$425~~March ~~thousand~~31, in2024, ~~cash~~ and ~~cash~~December 31, ~~equivalents~~2023, ~~$732 thousand in short-term deposits and $34 thousand in other current assets~~respectively.

WeDuring ~~had~~the ~~$2,935~~three ~~thousand~~months inended ~~current~~March ~~liabilities~~31, 2024, ~~consisting~~we had negative cash flow from operations of $~~119~~116 thousand inwhich ~~other~~was ~~current~~mainly ~~liabilities,~~the result of a net loss of $~~2,032~~12 thousand, and financial gains from revaluations of convertible component in ~~Convertible~~convertible loans, in the amount of $~~762~~252 thousand off set by changes in ~~convertible~~assets ~~component,~~and liabilities of $1284, ~~thousand~~depreciation inof ~~short-term~~$13 ~~lease~~and ~~liability~~financial expenses related to convertible loans and warrants of $1042. Compared to a negative cash flow from operations of $417 thousand ~~accounts~~during ~~payables~~the three months ended March 31, 2023.

AsDuring ofthe ~~December~~three months ended March 31, ~~2022~~2024, we had ~~current assets~~positive ofcash ~~$901~~flow ~~thousand~~from ~~consisting~~investing activities of $~~810~~86 ~~thousand~~which inwas ~~cash~~mainly ~~and~~the ~~cash~~result ~~equivalents,~~of $6increase ~~thousand~~ in ~~short-term~~ deposits ~~and~~of $85 199 thousand inoffset by ~~prepaid~~$113 ~~expenses~~purchase ~~and~~of ~~other~~fixed ~~receivables~~assets. WeCompared ~~had~~to ~~$3,719~~a ~~thousand~~negative incash ~~current~~flow ~~liabilities,~~from ~~which~~investing ~~consisted~~activities of $5526 thousand in ~~accounts~~during ~~payable,~~the ~~$114~~three ~~thousand~~months ~~loans, $160 thousand other accounts payable, $2,031 thousand Convertible loans, $1,327 thousand~~ended inMarch ~~convertible component~~31, ~~and $32 thousand in short term lease liability~~2023.

~~We had a negative working capital of $1,744 thousand and $2,818 thousand as of September 30, 2023, and December 31, 2022, respectively.~~6

~~Our~~During ~~Current~~the ~~liabilities~~three asmonths ofended ~~September~~March 3031, ~~2023~~2024, ~~were~~we had a negative cash flow from financing activities of $~~2,935~~5 thousand from lease payments , compared to a positive cash flow from financing activities during the three months ended March 31, 2023 of $3 1,~~719~~033. Cash flow from financing activities in the three months ended March 31, 2023, was a result of issuance of shares to minority interests in a subsidiary in the amount of $1,273 thousand, asoffset by repayment of ~~December 31~~loans in the amount of $114 thousand, ~~2022~~repayment of convertible loans of $121 and lease payment of $5.

During the nine months ended September 30, 2023, we had negative cash flow from operations of $630 thousand which was mainly the result of a net loss of $333 thousand, and by non-cash items such as financial gains from revaluations of convertible component in convertible loans in the amount of $565 thousand.

During the nine months ended September 30, 2023, we had negative cash flow from investing activities of $774 thousand compared to a negative cash flow from investing activities of $190 thousand during the nine months ended September 30, 2022. The increase was mainly due to the increase in short term deposits in the amount of $726 thousand.

During the nine months ended September 30, 2023, we had a positive cash flow from financing activities of $1,019 thousand compared to a positive cash flow of $248 thousand from financing activities during the nine months ended September 30, 2022. Cash flow from financing activities in the nine months ended September 30, 2023, was a result of issuance of shares to minority interests in a subsidiary in the amount of $1,273 thousand, offset by repayment of loans and convertible loans in the amount of $240 thousand.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act of 1934, as amended (the “Exchange Act”) and are not required to provide the information required under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of our Quarterly Report on Form 10-Q, an evaluation was carried out by management, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of ~~September~~March 3031, ~~2023~~2024. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

During evaluation of disclosure controls and procedures as of ~~September~~March 3031, ~~2023~~2024, conducted as part of our preparation of the quarterly unaudited condensed financial statements, management, ~~including~~ including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operations of of our disclosure controls and procedures and concluded that our disclosure controls and procedures were not effective.

Changes in Internal Control Over Financial Reporting

As of the end of the period covered by this report, there have been no changes in internal control over financial reporting that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II - Other Information

Item 5. Other Information

During the quarter ended March 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

Exhibit Number		Description
10.1		Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 2, 2019).
31.1*		Rule 13a-14(a) Certification of the Chief Executive Officer
31.2*		Rule 13a-14(a) Certification of the Chief Financial Officer
32.1**		Section 1350 Certification of Chief Executive Officer
32.2**		Section 1350 Certification of Chief Financial Officer
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith. ** Furnished herewith.

* Furnished herewith.8

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.

	SATIVUS TECH CORP.
Dated: May 20, 2024	By:	/s/ Tal Wilk-Glazer
Dated: November 7, 2023	By:	/s/ Tal Wilk-Glazer
		Tal Wilk-Glazer
		Chief Executive Officer
		SATIVUS TECH CORP.

~~By: /s/ Gadi Levin Name: Gadi Levin Title: Chief Financial Officer (Principal Financial and Accounting Officer)~~9

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