SATT 10-K & 10-Q changes, risk factors and insider trading

Research and Development Expenses for the year ended December 31, 2024, amounted to $687 thousand as compared to $253 for the year ended December 31, 2023. The reason for the increase is a smaller grant from IIA during 2024 comparecompared to 2023.

For information with respect to recent accounting pronouncements, see Note 2 to the audited consolidated financial statements of SATIVUS TECH CORP. included elsewhere in this Form 10-K10-K.

This quarterly report on Form 10-Q contains certain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws, laws, and is subject to the safe-harbor created by such Act and laws. Forward-looking statements may include statements regarding our goals, goals, beliefs, strategies, objectives, plans, including product and technology developments, future financial conditions, results or projections 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-inreflected 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 December 31, 2025. Readers are also urged to carefully review and consider the various disclosures we have made in that report.

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

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

Due to the uncertainty of our ability to meet our our current operating and capital expenses, our independent auditors included an explanatory paragraph in their report on the condensed consolidated consolidated financial statements for the threesix months ended MarchJune 31,30, 2026, 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 independent auditors.

ThreeSix months ended MarchJune 31,30, 2026 compared to to the threesix months ended MarchJune 31,30, 2025

Research and development expenses for the threesix months ended MarchJune 31,30, 2026, were $77$172 thousand compared to $206$328 thousand for the same period in 2025.

General and administrative (“G&A”) expenses for the threesix months ended MarchJune 31,30, 2026, were $71$134 thousand compared to $54$145 thousand for the same period in 2025.

Total financial income (expenses), net for the three six months ended MarchJune 31,30, 2026, was $104$12 thousand income compared to $162$47 thousand incomeexpense for the same period in 2025. Financial expenses and income isare due to Financialfinancial expenses and income related to revaluations of the convertible component in convertible loans.

Since inception on January 16, 2015, the Company has a cumulative deficit of $24,672$24,652 thousand and a working capital deficit of $3,970$3,789 thousand as of MarchJune 31,30, 2026. 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. 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.

We had a negative working capital of $3,970$3,789 thousand and $3,735 thousand as of MarchJune 31,30, 2026, and December 31, 2025, respectively.

During the threesix months ended MarchJune 31,30, 2026, we we had negative cash flow from operations of $73$173 thousand which was mainly the result of a net loss of $252 thousand, and financial expenses related to revaluations of convertible component in convertible loans in the amount of $60 thousand and changes in assets and liabilities of $61 thousand, depreciation of $17 thousand, and financial expenses related to convertible loans and warrants of $41 thousand. Cash flow from operation activity in the three months ended March 31, 2025, was the result of a net loss of $98$294 thousand, and financial gains from revaluations of convertible component in convertible loans in the amount of $203$108 thousand offset by changes in assets and liabilities of $14$108 thousand, depreciation of $95$40 thousand, and financial expenses related to convertible loans and warrants of $42$81 thousand. Cash flow from operation activity in the six months ended June 30, 2025, was 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 offset 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.

During the threesix months ended MarchJune 31,30, 2026, we we had positive cash flow from investment of $2$26 thousand compared to a positive cash flow of $6$157 thousand for the same period in 2025. The positive investing cash flow was primarily the result of aan decreaseincrease in loan from related party of $27 thousand, offset by an increase in restricted cash.cash of $1 thousand.

During the threesix months ended MarchJune 31,30, 2026, we we had positive cash flow from financing activities of $39$200 thousand compared to a positive cash flow from financing activities during the six three months ended MarchJune 31,30, 2025 of $80$74 thousand. The positive investingfinancing cash flow during the threesix months ended MarchJune 31,30, 2026 was primarily the result of proceeds from relatedissuance parties'of loan.shares to minority interests in subsidiary. The positive investingfinancing cash flow during the threesix months ended MarchJune 31,30, 2025 was primarily the result of proceeds from related parties' loan,a convertible loan and from issuance of shares to minority interests in subsidiary.