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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 June 30, 2025

☐ 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
(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 ☒

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 August 14, 2025, 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	1
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	6
ITEM 4.	CONTROLS AND PROCEDURES	6

PART II	OTHER INFORMATION	7

ITEM 5.	OTHER INFORMATION	7
ITEM 6.	EXHIBITS	7

SIGNATURES		8

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

SATIVUS TECH CORP.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2025

SATIVUS TECH CORP.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2025

IN THOUSANDS OF U.S. DOLLARS

INDEX

	Page
Condensed Consolidated Balance Sheets as of June 30, 2025 (unaudited) and December 31, 2024	F-2

Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended June 30, 2025 (unaudited) and 2024	F-3

Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three Months Ended June 30, 2025 (unaudited) and 2024 (unaudited)	F-4

Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2025 (unaudited) and 2024 (unaudited)	F-5

Notes to Unaudited Consolidated Financial Statements	F-6 – F-21

F-1

SATIVUS TECH CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

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


	June 30,			December 31,
	2025			2024
	(Unaudited)			(Audited)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	241		$	96
Restricted cash		6			11
Accounts receivable		4			–
Prepaid expenses and other receivables		18			24
Total current assets		269			131

NON-CURRENT ASSETS
Property and equipment, net		347			427
Total non-current assets		347			427

Total assets	$	616		$	558

LIABILITIES AND SHAREHOLDERS’ DEFICIT

CURRENT LIABILITIES

Accounts payables	$	281		$	65
Short Term Loans		78			–
Convertible loans		2,370			2,249
Loans from related party		74			–
Fair value of convertible component in convertible loans		696			771
Other accounts liabilities		269			143
Total current liabilities		3,768			3,228

SHAREHOLDER’S DEFICIT
Ordinary shares of $0.0001 par value
Ordinary shares of $0.0001 par value Authorized: 500,000,000 shares at June 30, 2025 and December 31, 2024; Issued and Outstanding: 4,215,571 and 4,215,571 shares at June 30, 2025 and December 31, 2024, respectively		4			4
Additional Paid in capital		20,705			20,683
Accumulated deficit		(23,941	)		(23,608	)
Shareholders’ deficit		(3,232	)		(2,921	)
Non-controlling interests		80			251
Total shareholders’ deficit		(3,152	)		(2,670	)

Total liabilities and shareholders’ deficit	$	616		$	558

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						Six months ended
	June 30, 2025			June 30, 2024			June 30, 2024			June 30, 2024
Operating expenses:
Research and development	$	(122	)	$	(198	)	$	(328	)	$	(324	)

General and administrative		(91	)		(43	)		(145	)		(132	)

Operating loss		(213	)		(241	)		(473	)		(456	)

Financial income (expenses), net		(209	)		(2,548	)		(47	)		(2,345	)

Net loss		(422	)		(2,789	)		(520	)		(2,801	)

Non-controlling interests		(90	)		(95	)		(187	)		(177	)
Net loss attributable to equity holders of the Company	$	(332	)	$	(2,694	)	$	(333	)	$	(2,624	)

Basic and diluted net loss per share	$	(0.08	)	$	(0.66	)	$	(0.08	)	$	(0.66	)

Weighted average number of Ordinary shares used in computing basic and diluted loss per share		4,215,571			4,215,571			4,215,571			4,215,571

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
	Number		Amount		capital		Deficit			Deficiency			interests			Total
Balance as of January 1, 2025		4,215,571	$	4	$	20,683	$	(23,608	)	$	(2,921	)	$	251		$	(2,670	)
Issuance of shares in respect of converted SAFE in subsidiary		–		–		11		–			11			7			18

Net income (loss)		–		–		–		(1	)		(1	)		(97	)		(98	)
Balance as of March 31, 2025 (Unaudited)		4,215,571		4		20,694		(23,609	)		(2,911	)		161			(2,750	)
Share based compensation to non-controlling parties
Issuance of shares in respect of converted SAFE in subsidiary		–		–		11		–			11			9			20

Net income (loss)		–		–		–		(332	)		(332	)		(90	)		(422	)
Balance as of June 30, 2025 (Unaudited)		4,215,571	$	4	$	20,705	$	(23,941	)	$	(3,232	)	$	80		$	(3,152	)


	Ordinary shares				Additional Paid in		Accumulated			Total Shareholders’			Non- controlling
	Number		Amount		capital		Deficit			Deficiency			interests			Total
Balance as of January 1, 2024		4,215,571	$	4	$	20,640	$	(22,928	)	$	(2,284	)	$	562		$	(1,722	)
Share Based Compensation to employees and non-employees		–		–		6		–			6			3			9

Net income (loss)		–		–		–		70			70			(82	)		(12	)
Balance as of March 31, 2024 (Unaudited)		4,215,571		4		20,646		(22,858	)		(2,208	)		483			(1,725	)
Share based compensation to non-controlling parties		–		–		–		–			–			–			–
Share Based Compensation to employees and non-employees		–		–		3		–			3			3			6

Net income (loss)		–		–		–		(2,694	)		(2,694	)		(95	)		(2,789	)
Balance as of June 30, 2024 (Unaudited)		4,215,571	$	4	$	20,649	$	(25,552	)	$	(4,899	)	$	391		$	(4,508	)

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


	Six months ended
	June 30,
	2025			2024
Cash flows from operating activities:
Net income (loss)	$	(520	)	$	(2,801	)
Adjustments to reconcile loss to net cash used in operating activities:
Depreciation and amortization		80			39
Share based compensation expenses to employees and non-employees		–			15
Financial expenses related to convertible loans and warrants		85			79
Change in fair value of convertible component in convertible loans		(75	)		2,227

Changes in assets and liabilities:
Decrease (Increase) in other accounts receivable		6			(3	)
Increase in accounts receivable		(4	)		–
Decrease (Increase) in trade payables		216			6
Decrease (Increase) in other accounts payables		126			86
Net cash used in operating activities		(86	)		(352	)

Cash flows from investing activities:
Purchase of property and equipment. Net		–			(263	)
Decrease (increase) in restricted cash		5			–
Proceeds Loans from related party		74			–
Proceeds Loans from Short term loans		78			–
Decrease (increase) in deposits		–			626
Net cash used in investing activities		157			363

Cash flows from financing activities:
Lease payments		–			(9	)
Proceeds from convertible loan		36			–
Proceeds from issuance of shares to minority interests in subsidiary		38			–
Net cash provided (used) by financing activities		74			(9	)

Increase (decrease) in cash and cash equivalents and restricted cash		145			2
Cash and cash equivalents and restricted cash at the beginning of the year		96			176
Cash and cash equivalents at the end of the period	$	241		$	178

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

NOTE 1:-

GENERAL

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.

The Company has an accumulated deficit in the total amount of $23,941 as of June 30, 2025, the Company has negative operating cash flow in the total amount of $86 for the three months ended June 30, 2025, 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.

F-6

SATIVUS TECH CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands

NOTE 1:-

GENERAL (cont.)

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 June 30, 2025, 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.

NOTE 2:-

SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation:

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

All intercompany accounts and transactions have been eliminated in the consolidation.

Unaudited Interim Financial Information

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2024, and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025 (the “2024 Annual Report”). The results for any interim period are not necessarily indicative of results for any future period.

F-7

SATIVUS TECH CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands

NOTE 2:-

SIGNIFICANT ACCOUNTING POLICIES (cont.)

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 June 30, 2025, are not necessarily indicative of the results for the year ending December 31, 2024, or for any future period.

As of June 30, 2025, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2024 Annual Report.

Fair value of financial instruments

ASC Topic 820, “Fair Value 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.e., the “exit price”) in an orderly transaction between market participants at the measurement date.

In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs 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.

	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.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

F-8

SATIVUS TECH CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands

NOTE 2:-

SIGNIFICANT ACCOUNTING POLICIES (cont.)

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

The Company elected to measure some of the convertible loans under the fair value option. Under the fair value option the convertible loans will be measured at fair value in 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.

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:


	Balance as of June 30, 2025
	Level 1		Level 2		Level 3		Total
Liabilities:
Fair Value of convertible component in convertible loan, net of discounts and debt issue costs	$	–	$	–	$	696	$	696

Total liabilities	$	–	$	–	$	696	$	696

	Balance as of December 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	$	–	$	–	$	771	$	771

Total liabilities	$	–	$	–	$	771	$	771

F-9

SATIVUS TECH CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands

NOTE 3:-

CONVERTIBLE LOANS

On February 21, 2019, the Company received a convertible 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 right to redeem, in part or in whole, the 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.

The February 2019 Lender shall be entitled to convert at its option any portion of the outstanding and unpaid principal or accrued interest into fully paid and non-assessable 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 $20.00 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 for the February 2019 Loan in accordance with ASC 470-20, Debt with conversion and other Options. As of June 30, 2025, the BCF was revalued at $122.

On November 1, 2024, the loan agreement was extended until March 31, 2025.

The February 2019 Loan is included in the convertible loans in current liabilities as of June 30, 2025, in the amount of $407, and $392 as of December 31, 2024.

The Company accounted for the February 2019 Loan in accordance with ASC 470-20, Debt with conversion and other Options. The value of the BCF for the February 2019 Loan was calculated using Monte Carlo model. As of June 30, 2025 the Company allocated $122 to the BCF as a liability ($144 as of December 31, 2024).

F-10

SATIVUS TECH CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands

NOTE 3:-

CONVERTIBLE LOANS (cont.)

As of December 31, 2024, the Company used an independent appraiser to estimate the fair value of BCF which used the Monte Carlo option pricing model using the following weighted average assumptions:


	December 31, 2024
Share price	$	0.13
Dividend yield		0%
Risk-free interest rate		4.37%
Expected term (in years)		0.25
Volatility		69.59%

As of June 30, 2025 the fair value of the conversion feature in the amount of $122 was calculated with the following parameters:


	June 30, 2025
Share price	$	0.048
80% of the lowest volume-weighted average price	$	0.038

During the six months ended June 30,2025 the Company recorded interest expenses related to the Loan in the amount of $15

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 had a two-year 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 June 30, 2025, the BCF was revalued at $445.

On January 26, 2022, the Company paid accrued interest of the October 2019 Loan in the amount of $55.

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.

F-11

SATIVUS TECH CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands

NOTE 3:-

CONVERTIBLE LOANS (cont.)

On January 2023, the Company paid accrued interest of the October 2019 Loan in the amount of $100.

On November 1, 2024, the loan agreement was extended until March 31, 2025.

The October 2019 Loan is included in the convertible loans in current liabilities as of June 30, 2025, in the amount of $1,473.

The Company accounted for the February 2019 Loan in accordance with ASC 470-20, Debt with conversion and other Options. The value of the BCF for the February 2019 Loan was calculated using Monte Carlo model. As of June 30, 2025 the Company allocated $445 to the BCF as a liability ($430 as of December 31, 2024).

As of December 31, 2024, The Company used an independent appraiser to estimate the fair value of BCF which used the Monte Carlo option pricing model using the following weighted average assumptions:


	December 31, 2024
Share price	$	0.13
Dividend yield		0%
Risk-free interest rate		4.37%
Expected term (in years)		0.25
Volatility		69.59%

As of June 30, 2025 the fair value of the conversion feature in the amount of $445 was calculated with the following parameters:


	June 30, 2025
Share price	$	0.048
80% of the lowest volume-weighted average price	$	0.038

During the six months ended June 30, 2025 the Company recorded interest expenses related to the Loan in the amount of $55.

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%

The August 2020 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”).

F-12

SATIVUS TECH CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands

NOTE 3:-

CONVERTIBLE LOANS (cont.)

On November 1, 2024, the loan agreement as extended until March 31, 2025.

The August 2020 Loan is included in the convertible loans in current liabilities as of June 30, 2025, in the amount of $299.

The Company also granted the August 2020 Investor warrants to purchase 50,000 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. In accordance with ASU 2017-11 the warrants were classified in shareholders’ equity.

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


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

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 $58 to the BCF as a liability. As of June 30, 2025, the BCF was revalued at $90 ($138 as of December 31, 2024).

As of December 31, 2024, The Company used an independent appraiser to estimate the fair value of BCF which used the Monte Carlo option pricing model using the following weighted average assumptions:


	August 7, 2020		December 31, 2024
Share price	$	0.80	$	0.13
Dividend yield		0%		0%
Risk-free interest rate		0.13%		4.37%
Expected term (in years)		2		0.25
Volatility		163.31%		69.59%

As of June 30, 2025 the fair value of the conversion feature in the amount of $90 was calculated with the following parameters:

	June 30, 2025
Share price	$	0.048
80% of the lowest volume-weighted average price	$	0.038

During the three months ended June 30, 2025 the Company recorded interest expenses related to the Loan in the amount of $10.

F-13

SATIVUS TECH CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands

NOTE 3:-

CONVERTIBLE LOANS (cont.)

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%.

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”).

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 shareholders equity.

The fair value of the warrants granted was $18 using the Black-Scholes-Merton option pricing model using the following assumptions:


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

On November 1, 2024, the loan agreement was extended until March 31, 2025.

The Company accounted for the director’s 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 $129 as of July 31, 2020, and the Company allocated $129 to the BCF as a liability. As of June 30, 2025, the BCF was revalued at $39 ($58 as of December 31, 2024).

F-14

SATIVUS TECH CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands

NOTE 3:-

CONVERTIBLE LOANS (cont.)

As of December 31, 2024, The Company estimated the fair value of BCF using the Monte Carlo option pricing model using the following weighted average assumptions:


	December 31, 2024
Share price	$	0.13
Dividend yield		0%
Risk-free interest rate		4.37%
Expected term (in years)		0.25
Volatility		69.59%

As of June 30, 2025 the fair value of the conversion feature in the amount of $39 was calculated with the following parameters:


	June 30, 2025
Share price	$	0.048
80% of the lowest volume-weighted average price	$	0.038

During the six month ended June 30, 2024, the Company recorded interest expenses related to Director Loan in the amount of $5

On June 2024 the Company received $36 convertible loan from third party. The loan is convertible at a conversion ratio of $1 per share.

NOTE 4:-

RELATED PARTIES

The following transactions arose with related parties:

Schedule of related party transactions
	Six months ended June 30, 2025								Amounts owing
	Directors Fees		Consulting Fees / Salaries		Other expenses		Total		by (to) as of June 30, 2025
CFO	$	–	$	16	$	–	$	16	$	–
Company controlled by CFO		–		17		–		17		(34	)
Directors		–		–		8		8		(197	)
	$	–	$	33	$	8	$	41	$	(231	)

F-15

SATIVUS TECH CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands

NOTE 4:-

RELATED PARTIES (cont.)

	Six months ended June 30, 2024								Amounts owing
	Directors Fees		Consulting Fees / Salaries		Share based awards		Total		by (to) as of June 30, 2024
Director and CEO	$	–	$	90	$	–	$	90	$	(15	)
CFO		–		14		–		14		(3	)
Company controlled by CFO		–		17		–		17		–
Directors		–				5		5		(115	)
	$	–	$	121	$	–	$	126	$	(133	)

	A	The Company signed an agreement with the CFO, effective December 1, 2023, pursuant to which the CFO received $3 per month for his services. Amounts owed to the CFO as of June 30, 2025, were $22.

	B.	The Company signed an agreement with the CEO of Saffron Tech, effective December 12, 2021, pursuant to which the newly appointed CEO will received $11.3 per month. The CEO resigned from her position on 28th October 2024.

NOTE 5:-

SHAREHOLDERS’ DEFICIT

As of June 30, 2025 and December 31, 2024, the Company’s share capital is composed as follows:

June 30,
2025

December 31,
2024

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

F-16

SATIVUS TECH CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands

NOTE 5:-

SHAREHOLDERS’ DEFICIT (cont.)

	b.	Warrants

		A summary of warrant activity during the three months period ended June 30, 2025, and year ended December 31, 2024 is as follows:

Schedule of warrant activity
	Number			Average exercise price
Warrants outstanding at January 1, 2024		119,000		$	5.88
Expired		(44,000	)		12.50
Warrants outstanding at December 31, 2024		75,000			2

Warrants outstanding at June 30, 2025		75,000		$	2

The following warrants are outstanding as of June 30, 2025 and December 31, 2024:

Schedule of warrants outstanding
Issuance date	Warrants outstanding		Exercise price per warrant		Warrants outstanding and exercisable		Expiry date
August 7, 2020		50,000	$	2.00		50,000	August 7, 2025
August 11, 2020		25,000	$	2.00		25,000	August 11, 2025
		75,000				75,000

F-17

SATIVUS TECH CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands

NOTE 5:-

SHAREHOLDERS’ DEFICIT (cont.)

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 Six month ended June 30, 2025, and the year ended December 2024 is as follows:


	Number			Average weighted exercise price
Options outstanding at January 1, 2024		160,000		$	1.05
Exercised		(95,000	)		1.00

Options outstanding at December 31, 2024		65,000			1.12
Exercised		–			0.00

Options exercisable at June 30, 2025		65,000		$	1.12

The following options are outstanding as of June 30, 2025 and December 31, 2024:

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		15,000	September 1, 2025
November 3, 2020		25,000	$	1.00		25,000	October 25, 2025
November 3, 2020		25,000	$	1.50		25,000	October 25, 2025
		65,000				65,000

F-18

SATIVUS TECH CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands

NOTE 5:-

SHAREHOLDERS’ DEFICIT (cont.)

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.

F-19

SATIVUS TECH CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands

NOTE 5:-

SHAREHOLDERS’ DEFICIT (cont.)

A summary of RSU activity during the three months ended June 30, 2025, and the year ended December 31, 2024 is as follows:

Schedule of RSU activity
	Number

RSU outstanding at January 1, 2024		531,000
Granted		–
Forfeited		–

RSU’s outstanding at December 31, 2024		531,000
Forfeited		–

RSU’s outstanding at June 30, 2025		531,000

NOTE 6:-

FINANCIAL INCOME (EXPENSES)

Schedule of financial income (expenses)
	Three months ended						Six months ended
	June 30, 2025			June 30, 2024			June 30, 2025			June 30, 2024

Financial income (expenses) related to revaluation component in convertible loans	$	(214	)	$	(2,514	)	$	(11	)	$	(2,305	)
Foreign currency transactions and other		5			(34	)		(36	)		(40	)
	$	(209	)	$	(2,548	)	$	(47	)	$	(2,345	)

F-20

SATIVUS TECH CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

U.S. dollars in thousands

NOTE 7:-

LIENS, COMMITMENTS

	a.	Saffron leases its facilities on leases that expired on December 15, 2024. Lease payments are approximately $5 per month ($60 annually). Saffron has the option to extend the lease period for two additional option periods of 12 months each (first option from 16.12.2024 to 15.12.2025 and second option from 16.12.2025 to 15.12.2026). Saffron did not extend the lease for a set amount of time but rather pay for each month they use the facilities.

	b.	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 December 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. As of December 31, 2024, Saffron Tech received a total of $452 from the IIA

	c.	The Company's holdings in Saffron Tech are secured to a third party until such time that the third-party convertible loans have been extinguished.

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-21

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, 2024 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 June 30, 2025. 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 31, 2024. 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

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 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. On March 5^th Dreamtech officially announced a successful completion of the POC for Saffron cultivation in Korea, while meeting the defined success measurements for saffron quantity and saffron quality.

Saffron Tech aims to be the first company to create a large-scale production of saffron using vertical farming technology to meet the growing demand of the spice for use in beauty, wellness, and pharmaceutical applications. Sativus Tech’s interest in Saffron Tech now totals 54% 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.

On October 28^th, 2024, the Board appointed Board Member and Director Shmulik Yannay as CEO of the Company. On the same day Tal Wilkes Glazer resigned her position as Director, CEO & Board Member. Her resignation was not the result of any dispute with the Company.

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, 2024, annual financial statements included in our Form 10-K, filed with the SEC on March 31^st, 2025.

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 three months ended June 30, 2025, regarding concerns about our ability to continue as a 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

Six months ended June 30, 2025 compared to the six months ended June 30, 2024

Operating Expenses

Research and development expenses for the six months ended June 30, 2025, were $328 thousand compared to $324 thousand for the same period in 2024.

General and administrative (“G&A”) expenses for the six months ended June 30, 2025, were $145 thousand compared to $132 thousand for the same period in 2024.

Total financial expenses for the six months ended June 30, 2025, was $47 compared to $2,345 thousand for the same period in 2024. Financial expenses is due mostly to financial expenses related to revaluations of the convertible component in convertible loans.

Three months ended June 30, 2025 compared to the three months ended June 30, 2024

Operating Expenses

Research and development expenses for the three months ended June 30, 2025, were $122 thousand compared to $198 thousand for the same period in 2024.

General and administrative (“G&A”) expenses for the three months ended June 30, 2025, were $91 thousand compared to $43 thousand for the same period in 2024.

Total financial expenses for the three months ended June 30, 2025, was $209 compared to $2,548 thousand for the same period in 2024. Financial expenses is due mostly to financial gains related to revaluations of the convertible component in convertible loans.

Liquidity and Capital Resources

Overview

Since inception on January 16, 2015, the Company has a cumulative deficit of $23,941 thousand and a working capital deficit of $3,499 thousand as of June 30, 2025. Our future growth is dependent upon achieving further purchase orders and execution, management of operating expenses and 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.

We had a negative working capital of $3,499 thousand and $3,097 thousand as of June 30, 2025, and December 31, 2024, respectively.

During the six months ended June 30, 2025, we had negative cash flow from operations of $86 thousand which was mainly the result of a net loss of $520 thousand, and financial gains from revaluations of convertible component in convertible loans in the amount of $75 thousand off set by changes in assets and liabilities of $344 thousand, depreciation of $80 thousand, and financial expenses related to convertible loans and warrants of $85 thousand. Cash flow from operation activity in the six months ended June 30, 2024, was the result of a net loss of $2,801 thousand off set by financial loss from revaluations of convertible component in convertible loans in the amount of $2,227 thousand, changes in assets and liabilities of $89 thousand, depreciation of $39 thousand, Share based compensation expenses to employees and non employees of $15 thousand and financial expenses related to convertible loans and warrants of $79 thousand.

During the six months ended June 30, 2025, we had positive cash flow from investment of $157 thousand compared to a positive cash flow of $363 thousand. Cash flow from investment activity in the six months ended June 30, 2025, was the result of a decrease in restricted cash of $5 thousand and increase in loan from related party of $152. Cash flow from investment activity in the six months ended June 30, 2024, was the result of a decrease in deposits of $626 thousand offset by the purchase of property and equipment of $263 thousand.

During the six months ended June 30, 2025, we had a positive cash flow from financing activities of $74 thousand compared to a negative cash flow from financing activities during the six months ended June 30, 2024 of $9. Cash flow from financing activities in the six months ended June 30, 2025, was a result of the issuance of shares to minority interests in a subsidiary in the amount of $38 thousand, and Proceeds from the convertible Loan $36 thousand. Cash flow from finance activity in the six months ended June 30, 2024, was the result of lease payments of $9 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 June 30, 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 June 30, 2024, conducted as part of our preparation of the quarterly unaudited condensed financial statements, management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operations 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 June 30, 2025, 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.

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.

Dated: August 15, 2025	By:	/s/ Sumulik Yannay
		Sumulik Yannay
		Chief Executive Officer
		SATIVUS TECH CORP.

SATIVUS TECH CORP. 10-Q