8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

February 9^th^, 2023

SATIVUS TECH CORP.

(Exact name of registrant as specified in its charter)

3 Bethesda Metro Center

Suite 700

Bethesda, Md 20814

(Address of principal executive offices and Zip Code)

800 608-6432

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

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

Item4.01 Changes in Registrant's Certifying Accountant

Sativus Tech Corp. (the “Company”) has replaced Ilanit Halperin CPA (the “Former Accounting Firm”) as its independent registered public accounting firm, effective as of February 9^th^, 2023, and has engaged Elkana Amitai, CPA, Rimon 1, Mitzpe Netofa, Israel (the “New Accounting Firm”) as its new independent registered public accounting firm as of and for the year ended December 31^st^, 2022. As described in Item 4.01(a) below, the change in independent registered public accounting firm is not the result of any disagreement with the Former Accounting Firm. The Board made the decision to engage the New Accounting Firm acting under authority delegated to it and the Board of Directors approved the same on February 9^th^, 2023.

During the fiscal years ended December 31^st^, 2021 and 2020, and the subsequent interim period including the Quarterly Reports for the periods ending March 31^st^, 2022, June 30^th^, 2022, and September 30^th^, 2022; and through the filing of this 8K, (i) there were no disagreements with Ilanit Halperin CPA on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Ilanit Halperin CPA would have caused of Ilanit Halperin CPA to make reference thereto in their reports for such fiscal years and (ii) there were no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

The Company has requested that the Former Accounting Firm furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statement. A copy of the letter from the Former Accounting Firm is attached hereto as Exhibit 16.1 to this Form 8-K

Item9.01 Exhibits

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

2

Exhibit 16.1

March 27, 2023

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Commissioners:

We have read the statements made by Sativus Tech Corp. (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to a Current Report on Form 8-K of Sativus Tech Corp. dated March 27, 2023. We agree with the statements concerning our firm contained therein.

Very truly yours,