Sativus Tech Corp. (SATT) is a pre-revenue agricultural technology development stage company operating through its 58%-owned Israeli subsidiary Saffron Tech Ltd. Under a liquidation lens, recovery to equity is deeply negative and structurally so. Total assets as of December 31, 2025 stand at $307K, of which $32K is cash (100% recoverable), $21K is net accounts receivable (90-95% recoverable, ~$19-20K), $41K prepaid and other current assets (negligible recovery), $9K restricted cash (~100%), and $204K net PP&E (at 50-70% haircut, ~$102-143K). Gross recoverable asset pool is approximately $162-204K before transaction costs. Total liabilities at face value are $3,838K, including $2,451K current convertible debt (face value carried in full on liquidation), $726K derivative liability on convertible components (face value obligation), $267K accounts payable, $98K current loans payable, and $296K other liabilities. The aggregate liability stack exceeds recoverable assets by approximately $3.6-3.7M, yielding a deeply negative equity recovery of approximately negative $3.5M on a liquidation basis, consistent with the tagged StockholdersEquity of negative $3,500K. This deficit has widened year-over-year: the prior 10-Q (period ending September 30, 2025) disclosed a cumulative deficit of approximately $24.2M and working capital deficit of $3.4M; the current 10-K shows retained deficit of $24,477K. Net loss attributable to SATT common equity for fiscal 2025 was $869K ($1,365K consolidated including noncontrolling interest). The Company has no revenue, no path to near-term profitability disclosed, and carries a going concern opinion. The convertible loan stack is the dominant liability: $2,451K current convertible debt plus $726K BCF/derivative liability totaling $3,177K, representing 83% of total liabilities. These loans carry variable conversion features at 80% of lowest 10-day VWAP, creating dilution risk and conversion overhang that further depresses any residual equity value. The Company's holdings in Saffron Tech are pledged as security to convertible loan holders, meaning even the 58% subsidiary stake—which represents the only operating asset—is encumbered and would not be freely available to general creditors or equity in a winding. Filing discusses IIA grant royalty obligations (contingent on future sales, currently $nil) and month-to-month lease payments in MD&A but does not separately tag these as XBRL liabilities. The deferred tax asset of $2,445K is fully reserved with a valuation allowance and carries zero recovery value. Material weaknesses in internal controls, no audit committee, and no segregation of duties are additional governance risk factors in any wind-down scenario. Cash burn from operations was $701K for fiscal 2025; with $32K cash on hand, the company has essentially no liquidity runway without external financing.
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