Item 1.01. Entry into a Material Definitive Agreement.

On February 8, 2023, the Sativus Tech Corp's (the "Company") Israeli subsidiary, Saffron Tech Ltd ("Saffron Tech"), signed a share purchase agreement with a South Korean investor ("Investor"), pursuant to which the investor will invest a total $2 million in Saffron Tech, subject to the following conditions:

? $1 million at a pre money valuation of $10.7 million to be invested upon

closing for which the Investor will receive 793,650 preferred shares in

Saffron Tech ("Initial Closing"). The use the proceeds of the Initial Closing

will be used to continue the Company's research and development activities,

initiating the development of commercial production technologies, the

registration and protection of its intellectual property and any other uses in

the ordinary course of its business.

? $1 million to be invested following the achievement of the following milestones


   ("Deferred Investment"):

o Successful cultivation of saffron utilizing Saffron Tech's licensed technology,

at the Investor's R&D farm in South Korea;

o Satisfactory verification and confirmation of POC; and

o Completion of financing, whether in a private placement or public offering of

at least $2 million at a fully diluted pre-money valuation of at least $20

million, or, (ii) at the time the conditions precedent above being met, the

Company is publicly traded on the Tel Aviv stock exchange or other regulated


   security exchange.

The SPA is subject to Saffron Tech shareholder approval and the transaction is expected to close before the end of February 2023.

Following completion of the Initial Closing, the Investor will hold 9.35% of issued and outstanding stock of Saffron Tech and the Company will hold 58.92%





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