UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington,~~WASHINGTON, D.C. 20549

FORM 10-Q

~~[X]~~

~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~MARK ONE

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the Quarterly Period ~~Ended: March 31,~~ended September 30, 2021; or

~~[ ]~~

~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~For~~

for the transition period from ~~________________~~________ to ~~________________~~________

Commission file ~~number:~~ number 000-55680

CITRINE GLOBAL, ~~CORP.~~CORP

(Exact ~~Name Of Registrant As Specified In Its Charter)~~name of registrant as specified in its charter)

Delaware		68-0080601
(State or other jurisdiction of ~~Incorporation)~~		(I.R.S. Employer
incorporation or organization)		Identification No.)

~~2 Jabotinsky St.~~4 HaOgen Street, ~~Atrium Tower, Ramat Gan, Tel Aviv District,~~ HerzeliaIsrael		~~5250501~~4655102
(Address of ~~Principal Executive Offices)~~principal executive offices)		~~(ZIP Code)~~Zip Code

~~+ (972) 73 7600341~~

~~Registrant’s Telephone Number, Including Area Code:~~

+ (972) 73 7600341

(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
-N/A		-N/A		-N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed 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 days. Yes ~~[X]~~☒ 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). ~~[X]~~ Yes ~~[ ]~~☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ~~[ ]~~	☐	Accelerated filer ~~[ ]~~	~~Non-Accelerated~~☐
Non-accelerated filer ~~[X]~~	☐	Smaller reporting company ~~[X]~~	☒
		Emerging ~~Growth Company [ ]~~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 ~~[X]~~ ☒

~~On May 14,~~As of November 15, 2021, ~~the registrant had~~ 942,568,006 shares of the registrant’s common stock, par value $0.0001 per share, were outstanding.

CITRINE GLOBAL, CORP

~~TABLE OF CONTENTS~~Form 10-Q

September 30, 2021

~~Item~~		~~Description~~	Page

		PART I -— FINANCIAL INFORMATION

~~ITEM 1.~~Item 1 – Unaudited Condensed Consolidated Financial Statements		~~FINANCIAL STATEMENTS (UNAUDITED).~~

Condensed Consolidated Balance Sheets – September 30, 2021 (unaudited) and December 31, 2020		4

Condensed Consolidated Statements of Operations for the three and ~~Comprehensive Income (Loss)~~nine months ended September 30, 2021 and 2020 (unaudited)		5

Condensed Consolidated ~~Statements~~Statement of Changes in Stockholders’ Equity ~~(Deficit)~~(deficit) for the three and nine months ended September 30, 2021 and 2020 (unaudited)		6

Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020 (unaudited)		78

Notes to Unaudited Condensed Consolidated Financial Statements		89
~~ITEM 2.~~		~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.~~	17
~~ITEM 3.~~Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations		~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.~~	2022
~~ITEM 4.~~		~~CONTROLS AND PROCEDURES.~~	20
Item 3 – Quantitative and Qualitative Disclosures About Market Risk			31

Item 4 – Controls and Procedures	31

PART II -— OTHER INFORMATION

Item 1 – Legal Proceedings	32

Item 1A – Risk Factors	32

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	32

Item 3 – Defaults upon Senior Securities	32

Item 4 – Mine Safety Disclosures	32

Item 5 – Other Information	33

Item 6 – Exhibits	33

Exhibit Index	33

SIGNATURES	34



~~ITEM 5.~~	~~OTHER INFORMATION~~	21
~~ITEM 6.~~	~~EXHIBITS.~~	21
	~~SIGNATURES.~~	21

CITRINE GLOBAL, CORP.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2021

IN U.S. DOLLARS

TABLE OF CONTENTS

		Page
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:

Condensed consolidated balance sheets as of ~~March 31,~~September 30, 2021 (unaudited), and December 31, 2020		4
Condensed consolidated statements of operations and comprehensive loss for three and nine months ended ~~March 31,~~September 30, 2021 and 2020 (unaudited)		5
Condensed consolidated statements of ~~stockholders' deficit~~stockholders’ equity (deficit) for the three, six and nine months period ended ~~March 31,~~September 30, 2021 (unaudited) and for the fiscal year ended December 31, 2020		6
Condensed consolidated statements of cash flows for the ~~three~~nine months ended ~~March 31,~~September 30, 2021 and 2020 (unaudited)		78
Notes to unaudited condensed consolidated financial statements		89 - 1621

~~PART I - FINANCIAL INFORMATION~~

~~ITEM 1. FINANCIAL STATEMENTS~~

CITRINE GLOBAL, CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(U.S. dollars except share and per share data)

	March 31,			December 31,			September 30,			December 31,
	2021			2020			2021			2020
	(Unaudited)						(Unaudited)
Assets
Current Assets
Cash and cash equivalents		289,101			206,278			684,302			206,278
Prepaid share based payment to a service provider		-			1,736,534			-			1,736,534
Trading securities		520,107			521,615			-			521,615
Short-term loan measured at fair value		-			165,185			-			165,185
Other current assets		12,805			19,414			90,266			19,414
Total Current assets		822,013			2,649,026			774,568			2,649,026

Non-current assets
Investments valued under the measurement alternative		450,000			450,000			450,000			450,000
Property and equipment, net		5,018			5,502			4,051			5,502
Total non-current assets		455,018			455,502			454,051			455,502
Total assets		1,277,031			3,104,528			1,228,619			3,104,528

Liabilities and Shareholders’ Equity (Deficit)
Current liabilities
Accounts payable and accrued expenses		632,315			476,199			240,308			173,799
Accrued Compensation								671,400			302,400
Fair value of a liability in connection with stock exchange agreement		94,703			71,722			-			71,722
Convertible component in convertible notes		368,114			381,147			-			381,147
Convertible notes		879,455			772,602			-			772,602
Share-based compensation liability								871,699			-
Total current liabilities		1,974,587			1,701,670			1,783,407			1,701,670

Non-current liabilities
Convertible notes (Note 4D)								1,372,645			-

Total liabilities		1,974,587			1,701,670			3,156,052			1,701,670

Stockholders’ Deficit
Common stock, par value $0.0001 per share, 1,500,000,000 shares authorized at March 31, 2021 and December 31, 2020; 942,568,006 shares issued and outstanding at March 31, 2021 and December 31, 2020		94,256			94,256
Stockholders’ equity (deficit)
Common stock, par value $0.0001 per share, 1,500,000,000 shares authorized at September 30, 2021 and December 31, 2020; 942,568,006 shares issued and outstanding at September 30, 2021 and December 31, 2020								94,256			94,256
Additional paid-in capital		20,414,217			20,414,217			21,577,743			20,414,217
Stock to be issued		30,000			30,000			44,468			30,000
Accumulated deficit		(21,341,865	)		(19,241,451	)		(23,749,736	)		(19,241,451	)
Accumulated other comprehensive income		105,836			105,836			105,836			105,836
Total stockholders’ equity (deficit)		(697,556	)		1,402,858			(1,927,433	)		1,402,858
Total liabilities and stockholders’ equity (deficit)		1,277,031			3,104,528			1,228,619			3,104,528

The accompanying notes are an integral part of the condensed consolidated financial statements.

CITRINE GLOBAL, CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(U.S. dollars except share and per share data)

	2021			2020			2021			2020
	Nine months ended						Three months ended
	September 30						September 30
	2021			2020			2021			2020
	(Unaudited)						(Unaudited)

Revenues		-			11,372			-			-
Cost of revenues		-			13,621			-			-
Gross loss		-			(2,249	)		-			-
Research and development expenses		(123,287	)		(17,586	)		(57,564	)		-
Marketing, general and administrative expenses		(3,281,063	)		(2,815,282	)		(1,167,826	)		(1,058,335	)
Gain from deconsolidation of a subsidiary		-			52,330			-			-
Operating loss		(3,404,350	)		(2,782,787	)		(1,225,390	)		(1,058,335	)
Financing income expenses, net:

Fair value adjustment of liability in connection with stock exchange agreement		-			(59,629	)		-			5,951
Change in fair value of trading securities		-			(49,809	)		-			(49,809	)
Change in fair value of short-term loan measured at fair value		-			6,954			-			6,954
Expenses related to convertible loan terms		(412,752	)		(35,251	)		(235,034	)		(35,251	)
Loss from extinguishment in connection with convertible loan restructuring (Note 4B)		(619,671	)		-			-			-
Other financing income, net		(71,512	)		(94,500	)		(88,755	)		(98,980	)
Financing expenses, net		(1,103,935	)		(232,235	)		(323,789	)		(171,135	)
Net loss attributable to common stockholders		(4,508,285	)		(3,015,022	)		(1,549,179	)		(1,229,470	)

Loss per common stock (basic and diluted)		(*)(0.00	)		(0.01	)		(*)(0.00	)		(*)(0.00	)

Basic weighted average number of shares of common stock outstanding		942,568,006			389,877,347			942,568,006			495,074,789

Comprehensive loss:
Net loss		(4,508,285	)		(3,015,022	)		(1,549,179	)		(1,229,470	)
Other comprehensive expense attributable to foreign currency translation		-			(9,652	)		-			-
Comprehensive loss		(4,508,285	)		(3,024,674	)		(1,549,179	)		(1,229,470	)

Three months ended
March 31
2021 2020
(Unaudited)

Revenues - 11,372
Cost of revenues - (13,621 )
Gross loss - (2,249 )
Research and development expenses - (17,586 )
Marketing, general and administrative expenses (1,974,725 ) (667,671 )
Operating loss (1,974,725 ) (691,502 )
Financing income (expenses), net (125,689 ) 2,753
Net loss attributable to common stockholders (2,100,414 ) (688,749 )

Loss per common stock (basic) (0.00 ) (0.00 )

Basic weighted average number of shares of common stock outstanding 942,568,006 174,610,261
Comprehensive loss:
Net loss (2,100,414 ) (688,749 )
Other comprehensive expense attributable to foreign currency translation - (9,652 )
Comprehensive loss (2,100,414 ) (698,401 )

(*)

Less than $0.01

The accompanying notes are an integral part of the condensed consolidated financial statements.

CITRINE GLOBAL, CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

(U.S. dollars, except share and per share data)

																								Stock			Amount			Stock		Amount
	Redeemable convertible preferred stock						Common stock				Additional paid-in capital		Stock to be issued		Accumulated deficit			Accumulated other comprehensive income			Total stockholders’ deficit			Redeemable convertible preferred stock						Common stock				Additional paid-in capital		Stock to be issued		Accumulated deficit			Accumulated other comprehensive income			Total stockholders’ deficit
	Stock			Amount			Stock		Amount															Stock			Amount			Stock		Amount
BALANCE AT DECEMBER 31, 2019		10,344,828			300,000			35,449,400		3,545		10,042,496		30,000		(10,602,292	)		115,488			(410,763	)		10,344,828			300,000			35,449,400		3,545		10,042,496		30,000		(10,602,292	)		115,488			(410,763	)
CHANGES DURING THE PERIOD OF THREE MONTHS ENDED MARCH 31, 2020:

Conversion preferred stock to common stock		(10,344,828	)		(300,000	)		10,344,828		1,034		298,966		-		-			-			300,000			(10,344,828	)		(300,000	)		10,344,828		1,034		298,966		-		-			-			300,000
Issuance of common stock and warrants		-			-			433,927,587		43,393		28,607		-		-			-			72,000			-			-			433,927,587		43,393		28,607		-		-			-			72,000
Issuance of common stock for services		-			-			15,000,000		1,500		4,783,500		-		-			-			4,785,000			-			-			15,000,000		1,500		4,783,500		-		-			-			4,785,000
Waiver of fee by related part		-			-			-		-		11,417		-		-			-			11,417			-			-			-		-		11,417		-		-			-			11,417
Other comprehensive income		-			-			-		-		-		-		-			(9,652	)		(9,652	)		-			-			-		-		-		-		-			(9,652	)		(9,652	)
Warrants issued in connection with convertible notes
Issuance of common stock in exchange investment in marketable securities
Issuance of common stock in exchange investment in marketable securities, shares
Modification of warrants in connection with convertible loan restructuring (Note 4B)
Warrants issued in connection with convertible notes
Classification of embedded conversion feature from liability to equity (Note 4B)
Commitment for issuance of fixed number of ordinary shares
Net loss for the period		-			-			-		-		-		-		(688,749	)		-			(688,749	)		-			-			-		-		-		-		(688,749	)		-			(688,749	)
BALANCE AT MARCH 31, 2020 (unaudited)		-			-			494,721,815		49,472		15,164,986		30,000		(11,291,041	)		105,836			4,059,253			-			-			494,721,815		49,472		15,164,986		30,000		(11,291,041	)		105,836			4,059,253

Warrants issued in connection with convertible notes																									-			-			-		-		301,665		-		-			-			301,665
Net loss for the period																									-			-			-		-		-		-		(1,096,803	)		-			(1,096,803	)
BALANCE AT JUNE 30, 2020 (unaudited)																									-			-			494,721,815		49,472		15,466,651		30,000		(12,387,844	)		105,836			3,264,115

Issuance of common stock in exchange investment in marketable securities																									-			-			2,143,470		214		514,072		-		-			-			514,286
Net loss for the period																									-			-			-		-		-		-		(1,229,470	)		-			(1,229,470	)
BALANCE AT SEPTEMBER 30, 2020 (unaudited)																									-			-			496,865,285		49,686		15,980,723		30,000		(13,617,314	)		105,836			2,548,931

Redeemable convertible preferred stock Common stock Additional paid-in capital Stock to be issued

Accumulated deficit

Accumulated
other comprehensive income

Total
stockholders’
deficit

Stock Amount Stock Amount
BALANCE AT DECEMBER 31, 2020 - - 942,568,006 94,256 20,414,217 30,000 (19,241,451 ) 105,836 1,402,858
CHANGES DURING THE PERIOD OF THREE MONTHS ENDED MARCH 31, 2021:
Net loss for the period - - - - - - (2,100,414 ) - (2,100,414 )
BALANCE AT MARCH 31, 2021 (unaudited) - - 942,568,006 94,256 20,414,217 30,000 (21,341,865 ) 105,836 (697,556 )

	Redeemable convertible preferred stock				Common stock				Additional paid-in capital		Stock to be issued		Accumulated deficit			Accumulated other comprehensive income		Total stockholders’ deficit
	Stock		Amount		Stock		Amount
BALANCE AT DECEMBER 31, 2020		-		-		942,568,006		94,256		20,414,217		30,000		(19,241,451	)		105,836		1,402,858

Net loss for the period		-		-		-		-		-		-		(2,100,414	)		-		(2,100,414	)
BALANCE AT MARCH 31, 2021 (unaudited)		-		-		942,568,006		94,256		20,414,217		30,000		(21,341,865	)		105,836		(697,556	)

Modification of warrants in connection with convertible loan restructuring (Note 4B)		-		-		-		-		360,802		-		-			-		360,802
Warrants issued in connection with convertible notes		-		-		-		-		132,500		-		-			-		132,500
Net loss for the period		-		-		-		-		-		-		(858,692	)		-		(858,692	)
BALANCE AT JUNE 30, 2021 (unaudited)		-		-		942,568,006		94,256		20,907,519		30,000		(22,200,557	)		105,836		(1,062,946	)

Classification of embedded conversion feature from liability to equity (Note 4B)		-		-		-		-		670,224		-		-			-		670,224
Commitment for issuance of fixed number of ordinary shares		-		-		-		-		-		14,468		-			-		14,468
Net loss for the period		-		-		-		-		-		-		(1,549,179	)		-		(1,549,179	)
BALANCE AT SEPTEMBER 30, 2021 (unaudited)		-		-		942,568,006		94,256		21,577,743		44,468		(23,749,736	)		105,836		(1,927,433	)

CITRINE GLOBAL, CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars, except share and per share data)

							2021			2020
	Three months ended						Nine months ended
	March 31,						September 30,
	2021			2020			2021			2020
	(Unaudited)						(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		(2,100,414	)		(688,749	)		(4,508,285	)		(3,015,022	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		484			6,664			1,451			6,664
Right of use asset depreciation		-			1,278
Finance expenses, net								-			2,026
Gain from deconsolidation of a subsidiary								-			(52,330	)
Change in fair value of convertible component in convertible notes								176,052			35,251
Interest and change in fair value of short-term loan measured at fair value		1,459						1,459			(6,954	)
Interest with respect to convertible notes and loans		93,820
Prepaid Share based payment to a service provider								-			2,201,100
Expenses related to convertible loan terms								236,700			95,857
Loss from extinguishment in connection with convertible loan restructuring (Note 4b)								619,671			-
Inventory subject to refund		-			1,299			-			1,299
Net investment in right of use asset		-			(2,205	)
Share based payment to a service provider		1,736,534			478,500
								-			-
Share-based compensation liability								871,699			-
Management fee waiver		-			11,417			-			11,417
Fair value adjustment of liability in connection with stock exchange agreement		22,981						(57,254	)		59,629
Changes in fair value of marketable securities		1,508						36,967			49,809
Loss from sale of marketable securities								95,616			-
Changes in operating assets and liabilities:		-
Accounts receivable		-			(5,714	)		-			(5,714	)
Prepaid share based payment to a service provider								1,736,534			-
Net changes in operating leases								-			(864	)
Related parties								-			(9,320	)
Other current assets		6,609			(6,410	)		(70,851	)		(33,302	)
Inventory		-			6,789			-			6,789
Deferred Revenue								-			(4,998	)
Accounts payable and accrued expenses		156,116			(21,342	)		438,523			45,254
Net cash used in operating activities		(80,903	)		(218,473	)		(421,718	)		(613,409	)

CASH FLOWS FROM INVESTING ACTIVITIES
Repayments of short-term loan investment		163,726			-
Net cash outflow from deconsolidation of a subsidiary (Appendix A)								-			(13,810	)
Investment valued under the measurement alternative								-			(450,000	)
Repayment of short-term loan								-			(145,000	)
Proceeds from sale of trading securities								389,032			-
Proceeds from repayments of short-term loan								163,726			-
Net cash provided by (used in) investing activities		163,726			-			552,758			(608,810	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party loans		-			154,341			-			154,341
Proceeds from issuance of common stock, net		-			72,000			-			72,000
Net cash provided by (used in) financing activities		-			226,341
Commitment to issue shares to related parties								-			105,000
Proceeds from the issued convertible notes and warrants								350,000			1,170,000
Net cash provided by financing activities								350,000			1,501,341

Effect of exchange rates on cash and cash equivalents		-			(11,494	)		(3,016	)		(2,026	)

Net increase in cash and cash equivalents		82,823			(3,626	)		478,024			277,096

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		206,278			17,636			206,278			17,636

CASH AND CASH EQUIVALENTS AT END OF PERIOD		289,101			14,010			684,302			294,732
Supplemental disclosure of cash flow information:
Non-cash transactions:
Conversion preferred stock to common stock		-			300,000			-			300,000
Classification of embedded conversion feature from liability to equity (see note 4D)								670,224
Commitment for issuance of fixed number of ordinary shares								14,468
Issuance of common stock in exchange investment in trade securities								-			514,286

Appendix A - Net cash outflow from deconsolidation of a subsidiary
Working capital (excluding cash and cash equivalents), net								-			(217,111	)
Long term assets								-			155,988
Long term liabilities								-			(5,017	)
Gain from deconsolidation of a subsidiary								-			52,330
Net cash outflow from deconsolidation of a subsidiary								-			(13,810)

The accompanying notes are an integral part of the condensed consolidated financial statement

CITRINE GLOBAL, CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 1 - GENERAL

Citrine Global, Corp. (“Citrine Global” or the “Company”) was incorporated under the laws of the State of Delaware on May 26, 2010. The Company’s common stock is traded in the United States on the OTCQB market under the ticker symbol “CTGL.”

On June 3, 2020 the Company established a wholly owned new Israeli subsidiary: CTGL – Citrine Global Israel Ltd, (the “Israeli Subsidiary”).

On August 20, 2020, ~~CTGL - Citrine Global Israel Ltd.,~~ the ~~Company’s~~ Israeli ~~subsidiary (the “Israeli Subsidiary),~~Subsidiary, Beezz Home Technologies Ltd., and Golden Holdings Neto Ltd. incorporated Cannovation Center Israel Ltd. Israeli Subsidiary holds ~~60%~~60% of Cannovation Center Israel Ltd.’s shares, while each of Beezz Home Technologies Ltd. and Golden Holdings Neto Ltd. holds 20% of its shares.

On November 22, 2020, certain of the Company’s stockholders representing more than ~~50%~~50% of the Company’s outstanding share capital (the “Majority Consenting Stockholders”) approved an amendment to the Company’s Certificate of Incorporation (the “Reverse Stock Split Certificate of Amendment”) in order to effect a reverse stock split of the Company’s common stock pursuant to a range of between 40-to-1 and 100-to-1 (the “Reverse Stock Split”). Pursuant to the Reverse Stock Split, each forty or one hundred shares of common stock, as shall be determined by the Board at a later time, will be automatically converted, without any further action by the stockholders, into one share of common stock. No fractional shares of common stock will be issued as the result of the Reverse Stock Split. Instead, each stockholder of the Company will be entitled to receive one share of common stock in lieu of the fractional share that would have resulted from the Reverse Stock Split. In addition, the Majority Consenting Stockholders also approved the elimination of the Company’s entire authorized class of fifty million ~~(50,000,000)~~(50,000,000) undesignated preferred stock, thereby reducing the total number of shares of capital stock that the Company may issue from one billion five hundred fifty-thousand ~~(1,550,000,000)~~(1,550,000,000) shares to one billion five hundred thousand ~~(1,500,000,000)~~(1,500,000,000) shares, all of which are designated as common stock (the “Certificate of Elimination”). The Certificate of Elimination will be effective upon the filing with the Secretary of the State of Delaware, which was not completed as of the date of this report’s filing. The Reverse Stock Split Certificate of Amendment will be effective upon receipt of approval from the Financial Industry Regulatory Authority (“FINRA”) and the filing with the Secretary of the State of Delaware, both of which were not completed as of the date of the approval of the financial statements.

On ~~December 30, 2020,~~ July 13, 2021, the Ministry of ~~the~~ Economy of the Israeli government ~~approved~~recommended to the Israel Land Authority that it approve a grant of ~~10,000~~11,687 square meters of industrial land in ~~the~~ Yeruham, ~~Biopharma Park to~~Israel for Cannovation Center Israel ~~for building~~to build the Cannovation Center, ~~that will~~to include factories, laboratories, logistics and a distribution center for the medical cannabis, ~~CBD, hemp~~ and botanicals industries. As noted, Citrine Global owns 60% of the share capital of Cannovation Center Israel, through the Israeli Subsidiary. The grant was initially awarded on December 30, 2020 for 10,000 square meters of industrial land in Yeruham, Israel and was increased to 11,687 square meters on July 13, 2021. Cannovation Center Israel is in process of receiving the required building permits and approvals to start the construction and is in process with several financing entities in the area of real-estate financing.

CITRINE GLOBAL, CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

On April 13, 2021, Citrine S A L Investment & Holding Ltd., (“Citrine S A L”) a major shareholder of the Company, on behalf of itself and its affiliates and related parties, has furnished the Company with an irrevocable letter of obligation to financially support the Company until June 30, ~~2022 that will allow~~2022. On August 13, 2021, Citrine S A L Investment & Holding Ltd. extended this support through December 30, 2022.

See also Notes 4C and 6A with additional cash proceeds to the ~~Company to be operational as planned and budgeted through this period (the “Irrevocable Letter”).~~Company.

Based on the Company’s current cash balances, and the ~~Irrevocable Letter,~~irrevocable letter of obligation from Citrine S A L noted above, the Company believes it has sufficient funds for its plans for the next twelve months from the issuance of these financial statements. As the Company is embarking on its new activity as detailed herein, it is incurring losses. It cannot determine with reasonable certainty when and if it will have sustainable profits.

~~CITRINE GLOBAL, CORP.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)~~

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

Unaudited Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiary, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q. In the opinion of management, the financial statements presented include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations and cash flows for the ~~for~~ three and nine months ended ~~March 31,~~September 30, 2021. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2021.

Certain information and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission (“SEC”). These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Citrine Global and its Israeli Subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates include ~~fair value estimates of derivative liabilities and assets.~~share-based compensation liability (see Note 3). Actual results could differ from those estimates.

CITRINE GLOBAL, CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF RESENTATION (cont.)

Fair value

Fair value of certain of the Company’s financial instruments including cash, accounts receivable, accounts payable, accrued expenses, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosure,” which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements.

Fair value, as defined by ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk.

Valuation techniques are generally classified into three categories: (i) the market approach; (ii) the income approach; and (iii) the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.

Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and

~~CITRINE GLOBAL, CORP .~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)~~

~~NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF~~ ~~RESENTATION (cont.)~~

~~Fair value (cont.)~~

Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values.

Fair value measurements are required to be disclosed by the level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), (ii) segregating those gains or losses included in earnings, and (iii) a description of where those gains or losses included in earning are reported in the statement of operations.

CITRINE GLOBAL, CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF RESENTATION (cont.)

Fair value (cont.)

As of September 30, 2021, there are no financial assets or financial liabilities that are measured at fair value on a recurring 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 March 31, 2021
Level 1 Level 2 Level 3 Total

Trading securities - 520,107 - 520,107
Total assets - 520,107 - 520,107

Liabilities:
Fair value of convertible component in convertible notes - - 368,114 368,114
Fair value of forward option - - 94,703 94,703
Total liabilities - - 462,817 462,817

~~CITRINE GLOBAL, CORP.~~
~~NOTES TO CONDENSED CONSOLIDATED~~SCHEDULE OF FINANCIAL ~~STATEMENTS (unaudited)~~
~~NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS ~~OF RESENTATION (cont.)~~
~~Fair value (cont.)~~
~~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 December 31, 2020
Level 1 Level 2 Level 3 Total

Trading securities - 521,615 - 521,615
Short-term loan measured at fair value - - 165,185 165,185
Total assets - 521,615 165,185 686,800

Liabilities:
Fair value of convertible component in convertible notes - - 381,147 381,147
Fair Value of forward option - - 71,722 71,722
Total liabilities - - 452,869 452,869
The following table presents the changes in fair value of the level 3 liabilities and assets for the period ended ~~March 31,~~September 30, 2021:
SCHEDULE OF CHANGES IN FAIR VALUE OF LIABILITIES

Changes in
Fair value

Assets:
~~Outstanding~~Short term loan outstanding at December 31, 2020 165,185
~~Repayment~~Proceeds of short term loan (163,726 )
Interest and change in fair value of short-term loan measured at fair value (1,459 )
~~Outstanding~~Short term loan outstanding at ~~March 31,~~September 30, 2021 -

Liabilities:
Outstanding at December 31, 2020 452,869
Fair value of convertible component in additional convertible notes issued during the period 116,534
Classification of embedded conversion feature from liability to equity
(670,224 )
Commitment for issuance of fixed number of ordinary shares (14,468 )
Changes in fair value ~~9,948~~115,289
Outstanding at ~~March 31,~~September 30, 2021 ~~462,817~~-

12

CITRINE GLOBAL, CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF RESENTATION (cont.)
Conversion feature
See Note 4(c) with regard to the loans to which the following conversion features were embedded derivatives. In accordance with ASC 815-15-25, the conversion feature was considered embedded derivative instrument, and is to be recorded at its fair value separately from the convertible notes, within current liabilities in the Company’s balance sheet. The conversion component is then marked to market each reporting period with the resulting gains or losses shown in the statements of ~~operations.~~operations (See also Note 4B).
The fair value of the conversion feature (hereafter “Convertible Component”) was estimated using the Monte-Carlo simulation model to compute the Convertible Component’s fair value. The assumptions used to perform the Monte-Carlo simulation model were consistent with those utilized in the Company’s Black-Scholes valuation for stock options are detailed below:
March 31,2021 December 31, 2020
Expected volatility (%) 149.63 % 164.43 %
Risk-free interest rate (%) 0.06 % 0.1 %
Expected dividend yield 0.0 % 0.0 %
Contractual term (years) 0.71 0.95
Conversion price (* ) (* )
Underlying share price (U.S. dollars) 0.08 0.045
Convertible notes amount 1,275,204 1,275,204
Fair value of the conversion feature (U.S. dollars) 368,114 381,147
~~(*) the conversion price is 85% of the share price, during the period of 5 days preceding the conversion date.~~Loan #1 (See Note 4B) that occurred on August 13, 2021:
SCHEDULE OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS
The fair value of such shares exchange agreement was estimated using the Black-Scholes option-pricing model and is presented among current liabilities within the Company’s condensed consolidated balance sheet.
The following are the data and assumptions used as of the balance sheet date related to future potential issuance of shares as describe above for potential fall in share price of a party, not exceeding 20%:

August 13,
2021
December 31, 2020
Expected volatility (%) 149.04 % 164.43 %
Risk-free interest rate (%) 0.05 % 0.1 %
Expected dividend yield 0.0 % 0.0 %
Contractual term (years) 0.34 0.95
Conversion price (* ) (* )
Underlying share price (U.S. dollars) 0.05 0.045
Convertible notes amount 1,312,194 1,275,204
Fair value of the conversion feature (U.S. dollars) 379,086 381,147

~~Derivative related to Intelicanna’s shares~~ (*) ~~March 31, 2021~~
~~Common Stock~~the conversion price ~~0.83~~
~~Expected volatility~~ ~~47.67~~ %
~~Conversion price (U.S. dollars)~~ ~~0.64~~
~~Expected term~~ ~~0.1 months~~
~~Risk free rate~~ ~~0.05~~ %
~~Expected dividend yield~~ 0 %
~~Fair value~~ is 85% of the ~~derivative (U.S. dollars)~~ ~~5,296~~ share price, during the period of 5 days preceding the conversion date
Loan #2 (See Note 4C) that occurred on August 13, 2021:
August 13, 2021 June 24, 2021
Expected volatility (%) 151.48 % 156.8 %
Risk-free interest rate (%) 0.13 % 0.17 %
Expected dividend yield 0.0 % 0.0 %
Contractual term (years) 1.36 1.5
Conversion price (* ) (* )
Underlying share price (U.S. dollars) 0.05 0.3
Convertible notes amount 397,293 397,293
Fair value of the conversion feature (U.S. dollars) 115,086 116,534

~~Derivative related to Citrine Global’s shares~~ (*) ~~March 31, 2021~~
~~Common Stock~~the conversion price ~~0.08~~
~~Expected volatility~~ ~~151.44~~ %
~~Conversion price (U.S. dollars)~~ ~~0.2~~
~~Expected term~~ ~~0.1 months~~
~~Risk free rate~~ ~~0.05~~ %
~~Expected dividend yield~~ 0 %
~~Fair value~~ is 85% of the ~~derivative (U.S. dollars)~~ ~~(99,999~~ )share price, during the period of 5 days preceding the conversion date.
~~CITRINE GLOBAL, CORP.~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)~~
~~NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF RESENTATION (cont.)~~
Recent Accounting Pronouncements
In ~~August 2020,~~May 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). The guidance is effective for the Company on January 1, 2022. The Company is currently evaluating the impact of adopting these standards.
In August 2020, issued (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions.
13
CITRINE GLOBAL, CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF RESENTATION (cont.)
ASU 2020-06 will be effective for public companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of ASU 2020-06 will have on the Company’s consolidated financial statement presentation or disclosures.
Other new pronouncements issued but not effective as of ~~March 31,~~September 30, 2021 are not expected to have a material impact on the Company’s consolidated financial statements.
NOTE 3 – STOCK OPTIONS
A. ~~The following table presents~~On August 15, 2021, the Company’s board of directors determined to increase the number of shares reserved for issuance under the 2018 Stock Incentive Plan to 90,000,000 shares of common stock ~~option activity for employees~~thereunder and recommended to the Company shareholders to approve the increase in the pool. The Board also determined to grant to each of Ilanit Halperin and David Kretzmer, directors of the Company, ~~for~~a grant of options to purchase 9,425,680 shares of common stock, and Doron Birger, a Company director, options to purchase 2,365,420 shares, in each case at per share exercise price of $0.05 per share, provided, that such grant is subject to approval by the shareholders of the increase in the plan pool. The options vest over a two year ~~ended~~period, in eight (8) equal installments, with the first instalment vesting on the third month anniversary of each individual’s start date and each further instalment on each subsequent third month anniversary, where the start date is, in the case of Ilanit Halperin February 27, 2020, in the case of Doron Birger September 20, 2020 and in the case of David Kretzmer is March ~~31, 2021:~~1, 2021, subject to such individual’s continued service with the Company.

Number of
Options

Weighted Average
Exercise Price

Outstanding at December 31, 2020 46,762 0.0011
Granted - -
Exercised - -
Forfeited or expired - -
Outstanding at March 31, 2021 46,762 0.0011
Number of options exercisable at March 31, 2021 46,762 0.0011

Since this grant is subject to approval by the shareholders of the increase in the plan pool, as of September 30, 2021, the options are recorded as a liability and changes each period will be recorded through the statement of income until the grant of date. The fair value at September 30, 2021 was determined using the Black-Scholes pricing model, assuming a risk free rate of 0.98%, a volatility factor of 162.1%, dividend yields of 0% and an expected life of 5 years. The Company estimated the fair value of the options at September 30, 2021 at $1,132,066. Total share based compensation expenses during the three months ended September 30, 2021 amounted to $871,699.
The following table presents the Company’s stock option activity for employees and directors of the Company for the nine months ended September 30, 2021:
SCHEDULE OF STOCK OPTION ACTIVITY
Number of Options Weighted Average Exercise Price
Outstanding at December 31, 2020 46,762 0.0011
Granted - -
Exercised - -
Forfeited or expired - -
Outstanding at September 30, 2021 46,762 0.0011
Number of options exercisable at September 30, 2021 46,762 0.0011
The aggregate intrinsic value of the awards outstanding as of September 30, 2021 is $106,084. These amounts represent the total intrinsic value, based on the Company’s stock price of $ 0.055 as of September 30, 2021, less the weighted exercise price. This represents the potential amount received by the option holders had all option holders exercised their options as of that date.
14

CITRINE GLOBAL, CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
B. B. On March 5, 2020 and November 11, 2020, the Company issued 15,000,000 and 13,222,082 shares of Common Stock, respectively, to its former legal counsel in exchange for its legal consulting services, , which was provided until February 28, 2021. The Company estimated the fair value of the shares issued based on the share price at the grant date at ~~$9,003~~ $9,003 thousand.
The Company recorded a share based compensation expense in the amount of 1,737 thousands in the three months ended March 31, ~~2020.~~2021.
~~CITRINE GLOBAL, CORP.~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)~~
NOTE 4 – EVENTS DURING THE PERIOD
A. On June 25, 2020, the Company and the Israeli Subsidiary entered into an agreement to grant Intelicanna Ltd. (“Intelicanna”) New Israeli Shekel (“NIS”)1 million in cash (approximately $290,000) in direct financing for working capital purposes. The financing will bear 6% annual interest, and Intelicanna will make additional payments equal to 6% of its gross revenues from the date the financing was received and until the date Intelicanna’s aggregate gross revenues reach NIS 2 million (approximately $600 thousand).If the total of the 6% interest plus the additional payments would result in a return of less than 12% per year to the Company, the interest would be increased to bring the total return to 12%. Every three months Intelicanna must pay the interest, and after 12 months, it must repay the capital, plus the total of the additional payments due, plus any outstanding interest, and it must pay interest of 2% per month on any late payments, provided, however, that until the foregoing obligations are paid in full, Intelicanna must pay 50% of its gross revenues to the Company upon receipt.If Intelicanna does not pay all amounts due within 18 months, it shall, at the Company’s option, issue to the Company a number of its shares equal to NIS 1.5 million (approximately $0.45 million ) divided by the lower of (i) volume weighted average price (VWAP) of the three trading days prior to the lapse of the 18 months, and (ii) VWAP of the three trading days prior to the signing of the financing agreement. The financing must be paid by the Company to Intelicanna within 30 days of signing the financing agreement, subject to completion of due diligence to the Company’s satisfaction and to Intelicanna receiving a commercial growing license.
On June 25, 2020, the Company and the Israeli Subsidiary entered into an agreement to grant Intelicanna Ltd. (“Intelicanna”) New Israeli Shekel (“NIS”) 1 million in cash (approximately $290,000) in direct financing for working capital purposes. The financing will bear 6% annual interest, and Intelicanna will make additional payments equal to 6% of its gross revenues from the date the financing was received and until the date Intelicanna’s aggregate gross revenues reach NIS 2 million (approximately $600 million). If the total of the 6% interest plus the additional payments would result in a return of less than 12% per year to the Company, the interest would be increased to bring the total return to 12%. Every three months Intelicanna must pay the interest, and after 12 months, it must repay the capital, plus the total of the additional payments due, plus any outstanding interest, and it must pay interest of 2% per month on any late payments, provided, however, that until the foregoing obligations are paid in full, Intelicanna must pay 50% of its gross revenues to the Company upon receipt. If Intelicanna does not pay all amounts due within 18 months, it shall, at the Company’s option, issue to the Company a number of its shares equal to NIS 1.5 million (approximately $0.45 million ) divided by the lower of (i) volume weighted average price (VWAP) of the three trading days prior to the lapse of the 18 months, and (ii) VWAP of the three trading days prior to the signing of the financing agreement. The financing must be paid by the Company to Intelicanna within 30 days of signing the financing agreement, subject to completion of due diligence to the Company’s satisfaction and to Intelicanna receiving a commercial growing license.
On July 9, 2020, the Company transferred to Intelicanna NIS 500,000 (approximately ~~$145,000)~~$145,000).
~~On March 31,~~As of September 30, 2021, Intelicanna repaid the full principal of the loan together with ~~12%~~12% interest, which amounted to NIS 46,000 (approximately ~~$14,000)~~$14,000).
B. On April 12, 2021, the parties to the Convertible Note Purchase Agreement (the “CL Agreement”) amended the CL Agreement to (i) change the annual interest on the Notes to nine percent, applicable from January 1, 2021, (ii) ensure that the Company shall repay the loans at the time it consummates an investment in the amount of at least $5 million in the Company’s securities, and (iii) modify the exercise prices of each of the A Warrants and B Warrants to $0.10 per share, and the term of the warrants be extended by one year for the A Warrants and B Warrants.
The Company concluded that the change in term does not constitute a trouble debt restructuring. Thereafter, the Company applied the guidance in ASC 470-50, Modifications and Extinguishments. The accounting treatment is determined by whether terms of the new debt and original debt are substantially different.
~~NOTE 5 – RELATED PARTIES~~
15
A. ~~Transactions and balances with related parties~~

Three months ended
March 31

2021 2020

General and administrative expenses:
Directors compensation and fees to officers 91,500 -

B. ~~Balances with related parties:~~
As of March 31,
2021 2020

Accounts payable and accrued expenses 403,673 -

CITRINE GLOBAL, CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
The new debt and the old debt are considered “substantially different” pursuant to ASC 470-50 when the present value of the cash flows under the terms of the new debt instrument is at least 10% different from the present value of the remaining cash flows under the terms of the original instrument (including the incremental fair value resulting from the change in the terms of the warrants held by the lender). If the original and new debt instruments are substantially different, the original debt is derecognized and the new debt should be initially recorded at fair value, with the difference recognized as an extinguishment gain or loss. Based on the analysis, the Company concluded that the change in terms should be accounted for as an extinguishment.
The extinguishment resulted in a loss of $619,671 (including of $360,802 – change in the fair value of the warrants which are considered transaction costs).
The fair value of the warrants immediately before the change were estimated using the Black-Scholes option pricing model. The assumptions used to perform the calculations as of April 12, 2021 are detailed below:
Fair value of the warrants immediately before the change:
SCHEDULE OF FAIR VALUE OF WARRANT USING ASSUMPTIONS
Fair value of the warrants A Warrant B Warrant
Expected volatility (%) 150.5 % 158.7 %
Risk-free interest rate (%) 0.04 % 0.08 %
Expected dividend yield 0.0 % 0.0 %
Contractual term (years) 0.18 1.18
Conversion price 0.26 0.31
Underlying share price (U.S. dollars) 0.07 0.07
Fair value (U.S. dollars) 3,030 120,822
Fair value of the warrants immediately after the change:
Fair value of the warrants A Warrant B Warrant
Expected volatility (%) 158.7 % 158.7 %
Risk-free interest rate (%) 0.08 % 0.22 %
Expected dividend yield 0.0 % 0.0 %
Contractual term (years) 1.18 2.18
Conversion price 0.1 0.1
Underlying share price (U.S. dollars) 0.07 0.07
Fair value (U.S. dollars) 210,961 273,693
C. On June 24, 2021, the Company received from Citrine 8 LP, a related entity, a convertible loan of $350,000 made under and pursuant to the CL Agreement. Citrine agreed to honor a Draw Down Notice for, and advanced to the Company, $350,000, under the terms of the CL Agreement. As provided for under the terms of the CL Agreement, Citrine 8 LP was also issued 10,500,105 A warrants and 10,500,105 B warrants for shares of common stock, where the A warrants are exercisable beginning December 24, 2021 through December 24, 2023and the B warrants, in each case at a per share exercise price of $0.10. See Note 4D for the change in the loan that occurred in August 2021.
16
CITRINE GLOBAL, CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Convertible Component of the Loan
The fair value of the conversion feature (hereafter “Convertible Component”) was estimated using the Monte Carlo Simulation Model to compute the Convertible Component’s fair value. The assumptions used to perform the Monte-Carlo simulation model on June 24, 2021 were consistent with those utilized in the Company’s Black-Scholes valuation for stock options are detailed below:
SCHEDULE OF FAIR VALUE OF WARRANT USING ASSUMPTIONS
C. June 24, 2021
Expected volatility (%) 156.8 %
Risk-free interest rate (%) 0.17 %
Expected dividend yield 0.0 %
Contractual term (years) 1.5
Conversion price (*)
Underlying share price (US dollars) 0.03
Convertible notes amount (US dollars) 397,293
Fair value of the conversion feature (US dollars) 116,534
(*) the conversion price is 85% of the share price, during the period of 5 days preceding the conversion date.
Warrants
The fair value of such warrants granted as part of the June 24 agreement was estimated at $404,063 using the Black-Scholes option-pricing model and recorded as additional paid-in capital on the balance sheet.
The assumptions used on June 24, 2021 to perform the calculations are detailed below:
SCHEDULE OF FAIR VALUE OF WARRANT USING ASSUMPTIONS
A Warrant B Warrant
Expected volatility (%) 156.8 % 156.8 %
Risk-free interest rate (%) 0.37 % 0.59 %
Expected dividend yield 0.0 % 0.0 %
Contractual term (years) 2.5 3.5
Conversion price 0.1 0.1
Underlying share price (U.S. dollars) 0.03 0.03
Fair value (U.S. dollars) 183,875 220,188
Fair Value Proportional Allocation for the June 24 Loan
The fair value of the note was estimated at $307,898. The note is accounted for according to the effective interest method.
Based on the above, the fair value proportion allocation as of June 24, 2021 was as follows:
SCHEDULE OF FAIR VALUE OF DEBT

June 24, 2021
(US dollars)

Conversion Component $ 116,534
Warrants 132,500
Convertible Notes 100,966
Total $
350,000

17
CITRINE GLOBAL, CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
D. On August 13, 2021, the Company and Citrine 8 LP. Citrine High Tech 7 LP and Citrine 9 LP, the holders of $1,520,000 in principal amount under the CL Agreement (the “Outstanding CL Notes”) (as detailed in Notes 4B and 4C above), entered into an additional agreement pursuant to which, among other things, the following terms were effected:
(i) Extension of the maturity date on the Outstanding CL Notes to July 31, 2023, provided, that if the Company consummates prior to maturity an investment of at least $5 million of the Company’s securities, then the Company shall repay the principal amount and accrued interest of the Notes from such proceeds;
(ii) Amendment of the conversion price on the Outstanding CL Notes to a fixed conversion price of $0.10 per share; and
(iii) Confirming the agreement of the holders of the Outstanding CL Notes to honor draw down notice for balance of remainder of the $1,800,000 originally committed to under the CL Agreement (i.e., $280,000) through March 31, 2022.
The Company concluded that the change in term does not constitute a trouble debt restructuring. Thereafter, the Company applied the guidance in ASC 470-50, Modifications and Extinguishments. The accounting treatment is determined by whether terms of the new debt and original debt are substantially different.
The new debt and the old debt are considered “substantially different” pursuant to ASC 470-50 when the present value of the cash flows under the terms of the new debt instrument is at least 10% different from the present value of the remaining cash flows under the terms of the original instrument.
Since the present value of the cash flows under the terms of the new debt instrument is less than 10 percent different from the present value of the remaining cash flows under the terms of the original instrument, the Company concluded that the change in terms should be accounted for as a modification. A new effective interest rate was established based on the carrying value of the debt and the revised cash flows.
Following the abovementioned amendment on August 13, 2021, the conversion component is qualifying for the scope exception under ASC 815-10-15-74(a). In accordance with ASC 815-15-35-4, since the embedded conversion option in the convertible debt no longer meets the bifurcation criteria, the fair value of the conversion component, in the amount of $670,224, was reclassified from short-term liability to shareholders equity at that date.
18
CITRINE GLOBAL, CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
E. Between August 3 – 9, 2021, the Company sold to an unrelated third party in an off market transaction 619,589 ordinary shares of Intelicanna Ltd., an Israeli medical cannabis company listed on the Tel Aviv Stock Exchange (“Intelicanna”), for aggregate gross proceeds to the Company of 1,260,611 NIS (approximately $389,032 based on the current exchange rate). Following the sale, the Company no longer holds any Intelicanna shares. As previously reported, the Company obtained the Intelicanna shares in a share exchange agreement entered into with Intelicanna in September 2020. The Company’s decision to sell the Intelicanna shares was taken, in part, to avoid being subject to the terms of the Investment Company Act of 1940.
F. On August 9, 2021, through its 60% owned subsidiary Cannovation Center Israel, the Company entered into an agreement with iBOT Israel-Botanicals Ltd., a company formed under the laws of the State of Israel (“iBOT”), pursuant to which iBOT agreed to manufacture a line of nutritional supplements for Cannovation Center Israel, including packaging and storage (the “Manufacturing Agreement”). iBOT is a botanical nutritional supplements’ company developing and manufacturing botanical formulas and nutritional supplements for custom & contract manufacturing for leading botanical companies. iBOT’s manufacturing facility is approved by the Israeli Ministry of Health and is GMP-certified, ISO9001-certified and HACCP certified by IQC. The principal shareholders and control persons of iBOT are the Company’s Chief Executive Officer and a Company director. Under the Manufacturing Agreement, the parties will agree on the compensation terms for each manufacturing order that Cannovation submits to iBOT It is intended that the price payable to iBOT will be based on the cost of manufacture plus a specified premium to be fixed at the time of each order.
G. On May 31, 2020, the Company entered into an agreement for future issuance of shares. The agreement for future issuance of shares provides that a fall in a share price of a party, not exceeding 20%, measured six months after issuance of shares by both parties pursuant to a separate share exchange agreement, will be offset by the issuance of additional shares to the other party to bring up to $500 thousand the total value of the shares issued to the other party. On August 15, 2021, the Company’s board of directors determined that it is required to issue to Intelicanna 535,867 shares of the Company’s common stock and has authorized the issuance of such shares to Intelicanna. As of September 30, 2021 the common stock have not been issued yet. As such, the Company recorded an additional $14,468 to be issued to Intellicanna.
H. On August 15, 2021, the board determined to award a bonus to the Company’s Chairperson of the Board, CEO, CFO, officers, directors and senior management equal to two percent (2%) of any capital raise, subject to prior repayment of the outstanding convertible loans and so long as the payment thereof would be from available funds and part of the Company’s operating budget for a minimum period of 18 months. In addition, the Board agreed to a bonus Company’s Chairperson of the Board, CEO, CFO, officers, directors and senior management of 2% from operating profits which will become payable upon the fulfillment of certain specified targets that the Board will establish, subject to prior repayment of the outstanding convertible loans and so long as the payment thereof would be from available funds and as part of the Company’s operating budget for a minimum period of 18 months.
I. On August 15, 2021, the board of directors of Cannovation Center Israel determined to adjust the compensation of the Chairperson (and interim Chief Executive Officer), Ora Elharar Soffer, to $10,000 per month, and that of the chief financial officer, Ilanit Halperin, to $4,000 per month, and that of Ilan Ben Ishay and David Kretzmer, directors, to $2,000 per month, in each case retroactive to July 1, 2021. These amounts would be paid at such time as Cannovation Center shall become due and payable from, and such time as Cannovation Center Israel shall have, available funds therefor and as part of the operating budget for a minimum period of 18 months.
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CITRINE GLOBAL, CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
NOTE 5 – RELATED PARTIES
A. Transactions and balances with related parties
SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES

Nine months ended
September 30

2021 2020

Research and development expenses:
Fees to officers $ 24,000 -

General and administrative expenses:
Directors compensation and fees to officers (*) $ 1,225,199 $ 216,000
(*) Share base compensation $ 871,699 -
B. Balances with related parties:
As of
September 30, As of
December 31,
2021 2020

Convertible notes $ 1,372,645 $ 772,602
Accounts payable and accrued expenses $ 683,673 $ 312,173
C. Commencing in February 2020, Ora Elharar Soffer, CEO and Chairperson of the Board, was entitled to a monthly fee of ~~$20,000~~$20,000 and certain reimbursements for traveling, lodging and other expenses on behalf of the Company. As of ~~March 31,~~September 30, 2021, an amount of ~~$271,900,~~$409,400, representing compensation earned by Ms. Elharar Soffer, was deferred until the Company consummates an investment of at least $1.8 million in the Company’s securities.

D. Commencing in February 2020, Ilanit Halperin and Ilan Ben-Ishay, each a director, are each entitled to a monthly fee of ~~$3,500~~$3,500 and certain reimbursements for traveling lodging and vehicle expenses on behalf of the Company. As of ~~March 31,~~September, 30, 2021, an amount of ~~$44,609~~$69,000 representing compensation earned by ~~Ms. Halperin and~~ Mr. Ben-Ishay, was deferred until the Company consummates an investment of at least $1.8 million in the Company’s securities.

E. Commencing in May 2020, Ms. Halperin, CFO of the Company, was entitled to a monthly fee of an additional ~~$3,500,~~$3,500, resulting in an aggregate monthly fee (from the February 2020 agreement in Note 5D) of ~~$7,000.~~$7,000. As of ~~March 31,~~September, 30, 2021, an amount of ~~$87,164,~~ $132,000 representing compensation earned by Ms. Halperin, was deferred until the Company consummates an investment of at least $1.8 million in the Company’s securities.
F. Commencing in March 2021, Adv. David Kretzmer, a director, is entitled to a monthly fee of $7,000 and certain reimbursements for traveling lodging and vehicle expenses on behalf of the Company. As of September, 30, 2021, an amount of $55,000 representing compensation earned by Adv. David Kretzmer, was deferred until the Company consummates an investment of at least $1.8 million in the Company’s securities.
G.
On September 29, 2021, Citrine Global advanced to iBOT, a related party, a loan of $50,000 with a 12 month maturity date. The loan bears interest at an effective annual interest rate of 12% as and is convertible, at the option of Citrine Global, into equity shares of iBOT at conversion rate equal to the lower of (i) 25% discount to the most recent round of capital raised by iBOT during the term of the loan and (ii) the rate specified in the framework agreement]. In addition, Citrine Global is entitled to convert the outstanding loan, in whole or in part, to satisfy payments of amounts owed to iBOT under the services agreements between the parties.
G. See also Notes 3A, 4H and 4I.
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CITRINE GLOBAL, CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
NOTE 6 – SUBSEQUENT EVENTS
A. On ~~April 12,~~October 20, 2021, the ~~parties~~Provisional Patent Application No: 63/257,673 for “PHARMACEUTICAL COMPOSITIONS AND METHODS FOR THE TREATMENT OF SIDE-EFFECTS ASSOCIATED WITH THE USE OF CANNABIS, CANNABINOIDS AND RELATED PRODUCTS” was registered at the US Patent and Trademark Office. The patent application describes a special cannabis based formula to treat the side effects of cannabis use.
B.
On November, 2021, the Company, Cannovation Center Israel and CTGL – Citrine Global Israel Ltd., on the one hand (collectively the “Citrine Global Group”), and iBOT, on the other hand, entered into an Exclusive Strategic Collaboration and Alliance Agreement (the “Exclusive Rights Agreement”) pursuant to which iBOT granted to the ~~Convertible Note Purchase~~Citrine Global Group, jointly and individually, exclusive world-wide rights, solely with respect to the cannabis market, to iBOT’s botanical formulas and nutritional supplements, including, the development, manufacture, distribution and sale of such products. The exclusive rights include the right of any of the Citrine Global Group to grant rights thereunder to third parties so long as such third parties shall agree to be bound by terms consistent with those contained in this Agreement. In consideration of the grant of the rights under the Exclusive Rights Agreement, ~~(the “CL Agreement”) amended~~Citrine Global Group granted to iBOT the CLexclusive right to manufacture in State of Israel (consistent with the terms of the Manufacturing Agreement) the botanical products. In addition, so long as iBOT is in compliance with the terms of this Agreement, ~~to (i) change~~in the ~~annual interest on the Notes to nine percent, applicable from January 1, 2021, (ii) ensure~~event that the ~~Company shall repay~~Citrine Global Group determines to manufacture botanical products outside of Israel, then iBOT is to be afforded the ~~loans~~opportunity to perform such manufacturing for the Citrine Group at ~~the time it consummates an investment~~iBOT’s facility in ~~the amount of at least $5 million in the Company’s securities, and (iii) modify the exercise prices of each~~Israel provided that iBOT complies with all of the ~~A Warrants~~terms and ~~B Warrants~~conditions relating to ~~$0.10~~such manufacturing project, including the price per ~~share,~~unit, delivery schedules, packaging requirements regulation and ~~the term of the warrants be extended by one year for the A Warrants and B Warrants.~~other relevant terms.

B.C. ~~On April 29,~~In October 2021, ~~our board~~iBOT granted to Citrine Global Group, a pre-emption right to any equity or equity linked securities that iBOT proposes to issue to an unrelated third party with aggregate gross proceeds to the Company exceeding $1 million or which will result in a change in control in iBOT following such issuance, then iBOT is to give to the Citrine Global Group written notice of ~~directors (the “Board”) appointed David Kretzmer as~~such proposed issuance and the relevant terms thereof and the Citrine Global Group shall have ten (10) days thereafter to determine if it elects to purchase a ~~member~~minimum of 51% of the ~~Board~~proposed issuance on the price and ~~expanded~~other terms specified in the ~~number of Board members~~notice sent by iBOT (the “Pre-Emption Right”). If the Citrine Global Group elects to ~~five, with~~exercise the Pre-Emption Right, such ~~expansion~~purchase is to take place at no more than 90 days following the expiration of the ~~Board and appointment of Mr. Kretzmer taking effect immediately.~~
~~On May 5, 2021, Cannovation Center Israel, which is partly-owned (60%) by~~10 day notice period to the Citrine Global ~~Israel, appointed Hagai Hillman as its new chief executive officer.~~Group. Any iBOT securities of the Pre-Emption Right that Citrine Global Group elects to not purchase are to be sold by not later than 90 days following the end of the Citrine Global Group’s notice period and if such shares are not sold to such third party within the 90 day period, the Pre-Emption right shall apply to any subsequent proposed issuance. The preemption right does not apply to certain specified exceptions.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
~~ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.~~
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. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of such terms, or other variations thereon or comparable terminology. The statements herein and their implications are merely predictions and therefore inherently subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results, performance levels of activity, or our achievements, or industry results to be materially different from those contemplated by the forward-looking statements. Except as required by law, we undertake no obligation to release publicly the result of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. 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, 2020 as filed with the Securities and Exchange Commission, or the SEC, on April 15, ~~2021, and in Part II, Item 1A of our Quarterly Report on Form 10-Q for the nine months ended, as filed with the SEC on November 16, 2020.~~2021. Readers are also urged to carefully review and consider the various disclosures we have made in that report. As used in this quarterly report, the terms “we”, “us”, “our”, the “Company” and “Citrine” mean Citrine Global, Corp. and our wholly-owned subsidiary CTGL -Citrine Global Israel Ltd. unless otherwise indicated or as otherwise required by the context.
Overview ~~and Recent Developments~~
~~Our~~Citrine Global’s business activity is primarily comprised of developing ~~Israeli technologies~~wellness and pharma technology solutions ~~and bringing them to global markets. We believe in the health, wellness, food-tech, botanicals, and medical cannabis industries that demonstrate high growth potential and focus on these markets.~~
~~Our headquarters, directors, and executive officers are all based in Israel, where we operate via our wholly-owned subsidiary, CTGL - Citrine Global Israel Ltd. (“Citrine Global Israel”).~~
~~We have developed a unique platform of operational innovation centers (each, an “Operational Innovation Center”) that create eco-systems~~ for the ~~health, wellness, botanicals,~~botanical and medical cannabis industries. ~~Our first Operational Innovation Center will be the Cannovation Center Israel Ltd. (the “Cannovation Center Israel”), focusing~~ The awareness to health and wellness is growing, with an emphasis on ~~Israeli health, wellness,~~preventive medicine and wellbeing solutions. The use of botanicals, food supplements, and medical cannabis ~~industries, supported~~and cannabinoids is expanding and the medical cannabis market is forecast to nearly triple from $16 billion in ~~part by Israeli government grants and contributions.~~2021 to $46 billion in 2026 according to the Market Data Research Report from April 2021.
We have an experienced team and a network of partners that include leading experts with a proven track record in technology, high-tech, biotech, investment, entrepreneurship, real estate, finance, and strategic business development in Israel and worldwide. We plan to operate worldwide through domestic subsidiaries, local teams, partners, and industry experts in each area.
Our vision is to become a leading global ~~leader in developing~~company for wellness and pharma ~~technologies~~technology solutions in the botanical and ~~solutions that~~medical cannabis industries and to improve people’s health and quality of life ~~worldwide.~~worldwide
Citrine Global created a five (5)-element strategy to realize the vision to become a leading global company:
● 1st Element - Cannovation Center Platform
● 2nd Element - Developing & Commercializing Wellness & Pharma Products for the Botanical and Medical Cannabis Industries
● 3rd Element - Israeli Technology as a source of innovation for global markets
● 4th Element - Acquiring Companies
● 5th Element - Global Network & Market Potential
Citrine Global’s headquarters and senior management are based in Israel, where the Company operates via its 100%-owned-subsidiary, CTGL Citrine Global Israel Ltd., and its 60% owned-subsidiary Cannovation Center Israel Ltd., and has a strong foothold in Israel through established contacts with leading universities, researchers, labs, entrepreneurs, and focuses on Israeli technologies as a source of innovation for global markets.
Cannovation Center Israel Ltd. filed in October 2021 in the U.S. Patent & Trademark Office a provisional patent application for “Pharmaceutical Compositions and Methods for the Treatment of Side Effects Associated with the Use of Cannabis, Cannabinoids, and Related Products”. The invention addresses technologies and solutions to support medical cannabis patients who experience side effects related to their cannabis treatment.
Medical cannabis solutions have been approved for medical use and shown to benefit serious medical conditions, including cancer, multiple sclerosis, parkinson, epilepsy, chronic pain, post trauma, and more. Research indicates that many medical cannabis patients experience side effects during their cannabis treatment, such as headaches, dry mouth and dry eyes, lightheadedness and dizziness, drowsiness, fatigue, nausea, vomiting, disorientation, hallucinations, increased heart rate, increased appetite, impaired judgement, impaired coordination, and more. Some medical cannabis patients continue treatment despite experiencing side effects, while research shows that at least 15% choose to discontinue treatment despite good clinical outcomes achieved with the cannabis treatment. Following thorough investigation of cannabis treatment related side effects, we decided to focus on answering this unmet need and developing complementary solutions. The patent application advances our ongoing botanical and cannabis-related research and planned clinical trials on wellness to pharma solutions and products.
We developed and commercialized the Green Botanicals ‘Side by Side’ product line that includes dozens of proprietary botanical formulations comprised of ingredients such as medicinal mushrooms, vitamins, minerals, and other herbal extracts. The Green Botanicals Side by Side product line will be offered to medical cannabis patients as complementary solutions together with their cannabis treatment with the aim of improving the quality of the cannabis treatment.
Our strategy is to market the Green Botanicals ‘Side by Side’ product line as nutritional supplements in collaboration with cannabis distribution channels, pharmacies, dispensers, and leading cannabis companies worldwide with all products meeting the relevant regulatory approvals in every territory.
We are in the process of running a clinical trial in which we monitor cannabis patients with our solutions as part of their cannabis treatment as part of our strategy of developing wellness & pharma solutions.
22
The Five Elements Strategy
We created a five-element approach of multi-strategy solutions to realize our ~~vision:~~vision to become a leading global company for wellness and pharma technology solutions for the botanical and medical cannabis industries and to improve people’s health and quality of life worldwide:
1. 1. The ~~First~~1^st Element - ~~Focus on the Israeli Technology Market: Israel, the Startup Nation, is uniquely positioned to be a leading source~~Cannovation Center Platform of technology innovation for global markets. Israel is considered a leader in many high-tech and biotech industries and has a vast and innovative life sciences sector and a cutting-edge medical technology industry. The Israeli technology sector is backed by the Israeli Government, which views technology and innovation as important growth engines for the Israeli economy.
2. ~~The Second Element -~~an Operational Innovation Center ~~Platform~~ for the ~~health, wellness, botanicals~~Botanicals and medical cannabis industries: We have developed a unique platform for Operational Innovation Centers to create ecosystems that promote operational scale-up and business growth for the high-growth health, wellness, botanicals, and medical cannabis industries. Our first Operational Innovation Center will be built by Cannovation Center Israel, which is 60%-owned by Citrine Global Israel and is backed by Israeli government grants and other benefits. Cannovation Center Israel will focus on building an eco-system for Israeli health, wellness, botanicals & medical cannabis industries. Cannovation Center Israel will include laboratories for botanicals and cannabis research, pharmacological research, product development, preclinical and clinical trials, certified factories for cannabis, health and wellness products, storage, packaging, distribution, import, export, consultancy services, strategy and business development, real estate, asset management solutions and more.Medical Cannabis Industries:
We have developed a unique platform for Operational Innovation Centers to create ecosystems that promote operational scale-up and business growth for botanicals, and medical cannabis industries.
Our first innovation and operation center will be built with Israeli government grants and other benefits by Cannovation Center Israel Ltd and will include factories, laboratories, pharmacological research, product development, preclinical & clinical trials, clean rooms, logistics, import and export, distribution, business strategy and professional consultants.
Figure 1: Cannovation Center Israel Building

* Images are for demonstration purposes only and do not bind the company
23
3. The Third Element - Focusing on the health, wellness, botanicals and medical cannabis industries: We believe in the health, wellness, botanicals, and medical cannabis industries which demonstrate high growth potential, and we are primarily focused on these industries.
4.
The Fourth Element - Acquiring companies and developing technological solutions, such as cannabinoid-based pharmaceutical products, and a unique line of products under the Cannovation brand in the fields of botanicals, medical cannabis, cosmetics, and beverages product lines. We are in the process of launching a new line of products named “Green” and, subject to relevant regulations and legal restrictions, intend to start selling the products in Israel online as well as through pharmacies and marketing networks. We also plan to expand sales to Europe and other markets through partners and distribution networks in order to bring new products and new technologies to market, that we believe will leverage our value and create intellectual property.
5.
~~The Fifth Element - Creating a Global Network of Offices, Subsidiaries, and Operational Innovation Centers:~~
~~Our global growth strategy is to create an international network that operates through subsidiary companies, local teams, partners, and Cannovation Operational Innovation Centers.~~

* Images are for demonstration purposes only and do not bind the company
Government Support:
On ~~December 30, 2020,~~July 13, 2021, the Ministry of ~~the~~ Economy of the Israeli government ~~approved~~recommended to the Israel Land Authority that it approve a grant of ~~10,000~~11,687 square meters of industrial land in Yeruham, Israel for Cannovation Center Israel to build the Cannovation Center, ~~that includes~~to include factories, laboratories, logistics and a distribution center for the medical cannabis, ~~CBD, hemp~~ and botanicals industries. ~~We own 60%~~The grant was initially awarded on December 30, 2020, for 10,000 square meters of ~~the share capital of~~industrial land in Yeruham, Israel and was increased to 11,687 square meters on July 13, 2021. Cannovation Center Israel ~~through Citrine Global Israel.~~is in process of receiving the required building permits and approvals to start the construction and is in process with several financing entities in real-estate financing.
Cannovation Center Israel’s vision is to become a worldwide center for the botanical and medical cannabis industries bringing global leaders and creating a supportive eco-system and a leading operation and research center that promotes scientific research and commercial collaborations between technologies, market leaders and companies, from Israel and around the world.
2. The 2nd Element - Developing & Commercializing Wellness & Pharma Products for the Botanical and Medical Cannabis Industries
Following on investigation of the cannabis treatment related side effects, we decided to focus on answering this unmet need and developing complementary solutions to support medical cannabis patient who experience side effects that include:
24
1. Provisional Patent Application No: 63/257,673 for “PHARMACEUTICAL COMPOSITIONS AND METHODS FOR THE TREATMENT OF SIDE-EFFECTS ASSOCIATED WITH THE USE OF CANNABIS, CANNABINOIDS AND RELATED PRODUCTS”.
2.The Green Botanicals Side by Side product line includes dozens of proprietary botanical formulations comprised of ingredients such as medicinal mushrooms, vitamins, minerals, and other herbal extracts and does not include any cannabis, cannabinoid, or cannabis related components.

~~We are in advanced negotiations~~The Green Botanicals ‘Side by Side’ product line will be offered to medical cannabis patients as complementary solutions together with their cannabis treatment with the ~~Yeruham Local Council~~aim of improving the quality of the cannabis treatment.
Our strategy is to market the Green Botanicals ‘Side by Side’ product line as nutritional supplements in collaboration with ~~respect~~cannabis distribution channels, pharmacies, dispensers, and leading cannabis companies worldwide meeting the relevant regulatory approvals in every territory.
3. Products under development and regulation process:
● Medical cannabis inflorescences.
● Medical cannabis CBD oils.
●
Kits including Medical Cannabis inflorescences & Oils and Green Botanicals for supporting medical cannabis patients who experience side effects.
●
CBD and hemp formulations including synergistic combinations with medicinal mushrooms and selected herbal extracts.
●
CBD and hemp solutions for cosmetics, foods, beverages, and more.
*
All products will be released to market only after receiving regulatory approval from the Israeli Ministry of Health and compliance with the relevant regulations in each territory.
3. The 3rd Element - Israeli Technology as a Source of Innovation for Global Markets
Israel is considered a global innovation powerhouse for decades with strong scientific research and R&D capabilities. Israel is considered a leader in many areas in the high tech, biotech botanical & medical cannabis industries.
Cannovation Center Israel Ltd. was awarded grants by the Israeli Economy and Industry Ministry for building the Cannovation Center Israel ~~project. There~~in Yeruham, in Southern Israel, as described above.
25
4. The 4th Element - Acquiring & Merging Companies
● Our strategy consists of acquiring companies with IP, R&D, patents, and distribution networks to leverage company value and intellectual property.
● We view mergers & acquisitions of companies with technologies, distribution infrastructure and other activities as part of our growth strategy.
5. The 5th Element - Market Potential & Global Network
The 5th element of our strategy is ~~already an architectural conceptual plan for the building~~to become a leading global company is creating a global network of subsidiaries, Cannovation Centers, and ~~for the interior design and we have pricing for the project, including various suppliers. The Cannovation Center Israel’s~~ new ~~chief executive officer aims to establish the Cannovation Center Israel, obtain the required licenses, select suppliers, partners and other activities to realize our strategy.~~technologies.
~~On April 5,~~Our growth strategy includes:
● Creating an international network of subsidiaries, local teams, partners worldwide.
● Cannovation Centers’ worldwide Coverage, with each Cannovation Center choosing products and services according to regulations in the territory.
Recent Developments
Between August 3 – 9, 2021, we ~~announced that~~sold to an unrelated third party in an off market transaction 619,589 ordinary shares of Intelicanna Ltd. ~~(“Intelicanna”)~~, ~~a publicly-traded~~an Israeli medical cannabis company listed on the ~~Tel-Aviv~~Tel Aviv Stock Exchange (“Intelicanna”), for aggregate gross proceeds to the Company of 1,260,611 NIS (approximately $391,500 based on the current exchange rate). Following the sale, the Company no longer holds any Intelicanna shares. As previously reported, the Company obtained the Intelicanna shares in a share exchange agreement entered into with Intelicanna in September 2020. The Company’s decision to sell the Intelicanna shares was taken, in part, to avoid being subject to the terms of the Investment Company Act of 1940. In addition, on May 31, 2020, we entered into an agreement with Intelicanna for future issuance of shares. The agreement for future issuance of shares provides that a fall in a share price of a party, not exceeding 20%, measured six months after issuance of shares by both parties pursuant to a separate share exchange agreement, will be offset by the issuance of additional shares to the other party to bring up to $500 thousand the total value of the shares issued to the other party. On August 15, 2021, the Company’s board of directors determined that it is required to issue to Intelicanna 535,867 shares of the Company’s common stock and has ~~repaid~~authorized the issuance of such shares to Intelicanna.
On August 9, 2021, through our 60% owned subsidiary Cannovation Center Israel, we entered into an agreement with iBOT Israel-Botanicals Ltd., a company formed under the laws of the State of Israel (“iBOT”), pursuant to which iBOT agreed to manufacture a line of nutritional supplements for Cannovation Center Israel, including packaging and storage (the “Manufacturing Agreement”). iBOT is a botanical nutritional supplements’ company developing and manufacturing botanical formulas and nutritional supplements for custom & contract manufacturing for leading botanical companies. iBOT’s manufacturing facility is approved by the Israeli Ministry of Health and is GMP-certified, ISO9001-certified and HACCP certified by IQC. The principal shareholders and control persons of iBOT are the Company’s Chief Executive Officer and a Company director.
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On August 13, 2021, the Company and Citrine 8 LP. Citrine High Tech 7 LP and Citrine 9 LP, the holders of $1,520,000 in ~~full~~principal amount under the CL Agreement (the “Outstanding CL Notes”), entered into an agreement pursuant to which the following principal terms were effected:
(i) Extension of the maturity date on the Outstanding CL Notes to July 31, 2023, provided, that if the Company consummates prior to maturity an investment of at least $5 million of the Company’s securities, then the Company shall repay the principal amount and accrued interest of the Notes from such proceeds;
(ii) Amendment of the conversion price on the Outstanding CL Notes to a fixed conversion price of $0.10; per share and
(iii) Confirming the agreement of the holders of the Outstanding CL Notes to honor draw down notice for balance of remainder of the $1,800,000 originally committed to under the CL Agreement (i.e., $280,000) through March 31, 2022.
On May 31, 2020, the Company entered into an agreement for future issuance of shares. The agreement for future issuance of shares provides that a fall in a share price of a party, not exceeding 20%, measured six months after issuance of shares by both parties pursuant to a separate share exchange agreement, will be offset by the issuance of additional shares to the other party to bring up to $500 thousand the total value of the shares issued to the other party. On August 15, 2021, the Company’s board of directors determined that it is required to issue to Intelicanna 535,867 shares of the Company’s common stock and has authorized the issuance of such shares to Intelicanna. As of September 30, 2021 the common stock have not issued yet. As such, the Company recorded an additional $14,468 to be issued to Intellicana.
On August 15, 2021, the Company’s board of directors determined to increase the number of shares reserved for issuance under the 2018 Stock Incentive Plan to 90,000,000 shares of common stock thereunder and recommended to the Company shareholders to approve the increase in the pool to. The Board also determined to grant to each of Ilanit Halperin and David Kretzmer, directors of the Company, a grant of options to purchase 9,425,680 shares of common stock, and Doron Birger, a Company director, options to purchase 2,365,420 shares, in each case at per share exercise price of $0.05, provided, that such grant is subject to approval by the shareholders of the increase in the plan pool. The options vest over a two year period, in eight (8) equal installments, with the first instalment vesting on the third month anniversary of each individual’s start date and each further instalment on each subsequent third month anniversary, where the start date is, in the case of Ilanit Halperin February 27, 2020, in the case of Doron Birger September 20, 2020 and in the case of David Kretzmer is March 1, 2021, subject to such individual’s continued service with the Company.
On August 15, 2021, the board determined to award a bonus to the Company’s Chairperson of the Board, CEO, CFO, officers, directors and senior management equal to two percent (2%) of any capital raise, subject to prior repayment of the outstanding convertible loans and so long as the payment thereof would be part of the Company’s operating budget for a minimum period of 18 months. In addition, the Board agreed to a bonus Company’s Chairperson of the Board, CEO, CFO, officers, directors and senior management of 2% from operating profits which will become payable upon the fulfillment of certain specified targets that the Board will establish, subject to prior repayment of the outstanding convertible loans and so long as the payment thereof is from available funds and would be part of the Company’s operating budget for a minimum period of 18 months.
On August 15, 2021, David Kretzmer, a director of the Company, was also appointed to the board of directors of Cannovation Center Israel, the Company’s 60% owned subsidiary.
On August 15, 2021, the board of directors of Cannovation Center Israel determined to adjust the compensation of the founder and chairperson, Ora Elharar Soffer, to $10,000 per month, and that of the chief financial officer, Ilanit Halperin, to $4,000 per month, and that of Ilan Ben Ishay and David Kretzmer, directors, to $2,000 per month, in each case retroactive to July 1, 2021. These amounts would be paid at such time as they shall become due and payable from and as Cannovation Center Israel shall have available funds therefor.
27
On October 20, 2021,Provisional Patent Application No: 63/257,673 for “PHARMACEUTICAL COMPOSITIONS AND METHODS FOR THE TREATMENT OF SIDE-EFFECTS ASSOCIATED WITH THE USE OF CANNABIS, CANNABINOIDS AND RELATED PRODUCTS” registered at the US Patent and Trademark Office. The patent application describes a special cannabis based formula to treat the side effects of cannabis use.
On September 29, 2021, Citrine Global advanced to iBOT, a related party, a loan of $50,000 with a 12 month maturity date. The loan bears interest at an effective annual interest rate of 12% as and is convertible, at the option of Citrine Global, into equity shares of iBOT at conversion rate equal to the lower of (i) 25% discount to the most recent round of capital raised by iBOT during the term of the loan ~~we provided to Intelicanna~~and (ii) the rate specified in the ~~amount~~framework agreement]. In addition, Citrine Global is entitled to convert the outstanding loan, in whole or in part, to satisfy payments of ~~NIS 500,000 (the “Loan”) as well as 12% interest. Previously, we~~amounts owed to iBOT under the services agreements between the parties
On November, 2021, the Company, Cannovation Center Israel and CTGL – Citrine Global Israel ~~had~~Ltd., on the one hand (collectively the “Citrine Global Group”), and iBOT, on the other hand, entered into ~~several strategic agreements~~an Exclusive Strategic Collaboration and Alliance Agreement (the “Exclusive Rights Agreement”) pursuant to which iBOT granted to the Citrine Global Group, jointly and individually, exclusive world-wide rights, solely with ~~Intelicanna, which included a loan agreement~~respect to ~~provide Intelicanna~~the cannabis market, to iBOT’s botanical formulas and nutritional supplements, including, the development, manufacture, distribution and sale of such products. The exclusive rights include the right of any of the Citrine Global Group to grant rights thereunder to third parties so long as such third parties shall agree to be bound by terms consistent with those contained in this Agreement. In consideration of the grant of the rights under the Exclusive Rights Agreement, Citrine Global Group granted to iBOT the exclusive right to manufacture in State of Israel (consistent with the ~~Loan.~~
~~On April 29, 2021, our board of directors (the “Board”) appointed David Kretzmer as a member~~terms of the ~~Board and expanded~~Manufacturing Agreement) the ~~number~~botanical products. In addition, so long as iBOT is in compliance with the terms of ~~Board members~~this Agreement, in the event that the Citrine Global Group determines to ~~five,~~manufacture botanical products outside of Israel, then iBOT is to be afforded the opportunity to perform such manufacturing for the Citrine Group at iBOT’s facility in Israel provided that iBOT complies with ~~such expansion~~all of the ~~Board~~terms and ~~appointment of Mr. Kretzmer taking effect immediately.~~conditions relating to such manufacturing project, including the price per unit, delivery schedules, packaging requirements regulation and other relevant terms.
~~On May 5,~~In October 2021, ~~Cannovation Center Israel, which is partly-owned (60%) by~~iBOT granted to Citrine Global ~~Israel, appointed Hagai Hillman as its new chief executive officer.~~Group, a pre-emption right to any equity or equity linked securities that iBOT proposes to issue to an unrelated third party with aggregate gross proceeds to the Company exceeding $1 million or which will result in a change in control in iBOT following such issuance, then iBOT is to give to the Citrine Global Group written notice of such proposed issuance and the relevant terms thereof and the Citrine Global Group shall have ten (10) days thereafter to determine if it elects to purchase a minimum of 51% of the proposed issuance on the price and other terms specified in the notice sent by iBOT (the “Pre-Emption Right”). If the Citrine Global Group elects to exercise the Pre-Emption Right, such purchase is to take place at no more than 90 days following the expiration of the 10 day notice period to the Citrine Global Group. Any iBOT securities of the Pre-Emption Right that Citrine Global Group elects to not purchase are to be sold by not later than 90 days following the end of the Citrine Global Group’s notice period and if such shares are not sold to such third party within the 90 day period, the Pre-Emption right shall apply to any subsequent proposed issuance. The preemption right does not apply to certain specified exceptions
~~Results~~Comparison of ~~Operations during~~the Three Months Ended September 30, 2021 compared to the Three Months Ended September 30, 2020
The following table presents our results of operations for the three months ended ~~March 31,~~September 30, 2021 ~~as compared to~~and 2020
Three Months Ended
September 30
2021 2020

Revenues - -
Cost of sales - -
Operating loss - -
Research and development expenses (57,564 ) -
Marketing, general and administrative expenses (1,167,826 ) (1,058,335 )
Gain from deconsolidation of a subsidiary - -
Operating loss (1,225,390 ) (1,058,335 )
Financing expenses, net (323,789 ) (171,135 )
Net loss (1,549,179 ) (1,229,470 )
28
Revenues. Revenues for the three months ended ~~March 31,~~September 30, 2021 and 2020 were $nil.

~~During~~Research and Development. Research and development expenses for the three months ended ~~March 31,~~September 30, 2021 ~~the Company generated~~were $57,564 compare to $0 ~~in revenues, compared to $11 thousand in~~for the three months ended ~~March 31,~~September 30, 2020. The increase is mainly attributable to expenses related to the development of our Green Botanical product line and provisional patent application related expenses.
Marketing, general and Administrative Expenses. Marketing, general and administrative expenses consist primarily of share-based compensation expenses and other non-personnel related expenses such as legal expenses. Marketing, general and administrative expenses increased from $1,058,335 for the three months ended September 30, 2020 to $1,167,826 for the three months ended September 30, 2021. The increase in our marketing, general and administrative expenses is mainly attributable to the increase in our non-cash share-based compensation expenses and in professional services offset by decrease in legal fees and in salaries and related expenses.
Financing Expenses, Net. Financing expenses, net was $323,789 and $171,135 for the three months ended September 30, 2021 and 2020, respectively.
Net Loss. Net loss for the three months ended September 30, 2021 was $1,549,179 and is attributable to the reasons discussed above.
Comparison of the Nine Months Ended September 30, 2021 compared to the Nine Months Ended September 30, 2020
The following table presents our results of operations for the nine months ended September 30, 2021 and 2020
Nine Months Ended
September 30
2021 2020

Revenues - 11,372
Cost of sales - (13,621 )
Operating loss - (2,249 )
Research and development expenses (123,287 ) (17,586 )
Marketing, general and administrative expenses (3,281,063 ) (2,815,282 )
Gain from deconsolidation of a subsidiary - 52,330
Operating loss (3,404,350 ) (2,782,787 )
Financing expenses, net (1,103,935 ) (232,235 )
Net loss (4,508,285 ) (3,015,022 )
29
Revenues. Revenues for the nine months ended September 30, 2021 were $ nil. Revenues for the nine months ended September 30, 2020 were $11,372. The decrease in our revenues is mainly attributable to our selling 90% of the shares we held in Novomic Ltd. (“Novomic”) and focusing on our new strategy and business activity, and, therefore, ceasing to consolidate the financial statements of Novomic.
~~The Company’s research~~Research and Development. Research and development expenses ~~during~~for the ~~three~~nine months ended ~~March 31,~~September 30, 2021 were ~~$0 compared to $18 thousand during~~$123,287. Research and development expenses for the ~~three~~nine months ended ~~March 31, 2020.~~September 30, 2021 were $17,586. The ~~decrease~~increase is mainly attributable to expenses related to the development of our ~~selling 90% of the shares we held in Novomic~~Green Botanical product line and ~~focusing on our new business activity,~~provisional patent application related expenses.
Marketing, general and ~~therefore ceasing to consolidate the financial statements of Novomic.~~
~~The Company’s marketing,~~Administrative Expenses. Marketing, general and administrative expenses ~~during~~consist primarily of share-based compensation expenses and other non-personnel related expenses such as legal expenses. marketing activities. General and administrative expenses increased from $2,815,282 for the ~~three~~nine months ended ~~March 31, 2021, were $1,975 thousand compared~~September 30, 2020 to ~~$668 thousand during~~$3,281,063 for the ~~three~~nine months ended ~~March 31, 2020.~~September 30, 2021. The increase in our marketing, general and administrative expenses is mainly attributable to the increase in our non-cash share-based compensation expenses, professional services and legal fees ~~paid in connection with the TechCare Transaction, which was partially~~ offset by a decrease in ~~marketing expenses and salary~~salaries and related expenses.
Financing Expenses, Net. Financing expenses, ~~as a result of~~net was $1,103,935 and $232,235 for the ~~sale of 90% of the shares we held in Novomic resulting in our ceasing to consolidate the financial statements of Novomic.~~
~~During the three~~nine months ended ~~March 31,~~September 30, 2021 ~~the Company incurred financial expenses of $126 thousand, as compared to financial income of $3 thousand during the three months ended March 31, 2020.~~and 2020, respectively. The reason for the increase in financial expense was due to ~~$23~~$619,671 thousand of ~~fair value adjustment of liability~~loss from extinguishment in connection with ~~stock exchange agreement with Intelicanna, $107 thousand as a result of a change in~~ convertible ~~component in convertible notes, as well as exchange rate differences resulting from variations in~~loan restructuring.
Net Loss. Net loss for the ~~New Israel Shekel exchange rate~~nine months ended September 30, 2021 was $4,508,285 and is attributable to the ~~U.S. Dollar.~~reasons discussed above.
As a result of the above, the Company incurred a net loss of approximately $2,100 thousand during the three months ended March 31, 2021 as compared to a net loss of approximately $689 thousand during the three months ended March 31, 2020.
Financial Condition, Liquidity and Capital Resources
~~The Company’s balance sheet as~~Liquidity is the ability of ~~March 31,~~an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. At September 30, 2021, ~~reflects total~~we had current assets of ~~approximately $1,277 thousand consisting mainly~~$774,568 compared to total current assets of cash and cash equivalents in the amount of approximately $289 thousand, investments valued under the measurement alternative in the amount of approximately $450 thousand and trading securities in the amount of approximately $520 thousand. The Company’s balance sheet$2,649,026 as of December 31, ~~2020, reflects~~2020. At September 30, 2021, we had total assets of ~~approximately $3,104 thousand consisting~~$1,228,619 compared to total assets of $3,104,528 as of December 31, 2020. The decrease in total assets is mainly ~~of cash and cash equivalents~~due to decrease in ~~the amount of approximately $206 thousand,~~our prepaid share based ~~payments~~compensation payment to a service provider in the amount of approximately $1,737 thousand, investments valued under the measurement alternative in the amount of approximately $450 thousand, trading securities in the amount of approximately $522 thousand and a short-term loan measured at fair value in the amount of approximately $165 thousand. The decrease is mainly related to the decrease in prepaid share-based compensation expense which was recognized in the current period because the related services were provided.
~~As of March 31,~~provider. At September 30, 2021, ~~the Company~~we had ~~total~~ current liabilities of ~~approximately $1,975 thousand consisting~~$1,783,407 as compared to $1,701,670 as of December 31, 2020. At September 30, 2021, we had total liabilities of $2,112,219 as compared to $1,701,670 as of December 31, 2020. The increase is mainly attributed to the increase in the balance of ~~approximately $632 thousand in~~ accounts ~~payable~~payables and accrued expenses and ~~outstanding~~the balance of convertible ~~notes in the amount~~notes.
At September 30, 2021, we had a cash balance of approximately $1,248 thousand. As of December 31, 2020, the Company had total current liabilities of approximately $1,702 thousand consisting mainly of approximately $476 thousand in accounts payable and accrued expenses and outstanding convertible notes in the amount of approximately $1,154 thousand.
~~As of March 31, 2021, the Company had negative working capital in the amount of approximately $1,152 thousand,~~$684,302 compared to ~~positive working capital in~~ the ~~amount~~cash balance of ~~approximately $947 thousand at December 31, 2020.~~
~~The Company’s total liabilities as of March 31, 2021 and~~$206,278 as of December 31, ~~2020 were approximately $1,975 thousand and $1,702 thousand respectively.~~2020.
~~During the three months ended March~~At September 30, 2021, we had a working capital deficiency of $1,008,839 as compared with a working capital of $947,356 at December 31, 2020.
On June 24, 2021, ~~the Company used approximately $81 thousand in its operating activities. This resulted primarily~~we received from ~~operating expenses of approximately $1,975 thousand, net of non-cash items mainly comprised of an increase in stock-based compensation of approximately $1,737 thousand, interest accrued on convertible~~Citrine 8 LP, a related entity, a loan of ~~approximately $95~~$350,000 made under and ~~increase~~pursuant to the Convertible Note Purchase Agreement dated as of April 1, 2020, as subsequently amended (the “Convertible Note Agreement”), entered into by Citrine Global, Corp., Citrine 8 LP and other related entities. Citrine agreed to honor a Draw Down Notice for, and advanced to us, $350,000. In connection therewith, Citrine 8 agreed to extend the date on which a Draw Down Notice can be honored under the Convertible Note Agreement and advanced funds on the same terms and conditions as are specified in ~~account payables~~the Convertible Note Agreement. As provided for under the terms of ~~$156.~~
~~During~~ the three months ended March 31, 2020, the Company used approximately $218 thousand in its operating activities. This resulted from operating expenses of approximately $685 thousand, net of non-cash items comprised mainly of an increase in stock-based compensation of approximately $479 thousand.
~~During the three months ended March 31, 2021, the Company’s cash provided by investing activities amounted to $164 thousand, consisting of repayments of short-term loan.~~
~~During the three months ended March 31, 2020, the Company’s net cash provided by financing activities of approximately $226 thousand comprised of $154 thousand proceeds from related party loans~~Convertible Note Agreement, Citrine 8 will be issued 10,500,105 A warrants and ~~$72 thousand from proceeds from issuance~~10,500,105 B warrants for shares of common stock, ~~net.~~where the A warrants are exercisable beginning December 24, 2021 through December 24, 2023 and the B warrants in each case at a per share exercise price of $0.10.
30
Between August 3 – 9, 2021, we sold to an unrelated third party in an off market transaction 619,589 ordinary shares of Intelicanna Ltd., an Israeli medical cannabis company listed on the Tel Aviv Stock Exchange (“Intelicanna”), for aggregate gross proceeds to the Company of 1,260,611 NIS (approximately $391,500 based on the current exchange rate). Following the sale, the Company no longer holds any Intelicanna shares. As previously reported, the Company obtained the Intelicanna shares in a share exchange agreement entered into with Intelicanna in September 2020.
On April 13, 2021, the Citrine S A L Group has furnished the Company with an irrevocable letter of obligation to support the Company until ~~June~~December 30, 2022 ~~financially, which~~financially. We believe that this commitment will allow the Company to be operational as planned and budgeted through this period (the “Irrevocable Letter”).
Finally, on August 15, 2021, we and the holders of the outstanding loans under the Convertible Loan Agreement entered into an agreement which, among other things, extends the maturity dates of these loans to July 31, 2023, provided that if we consummate prior to maturity an investment of at least $5 million of the Company’s securities, then the Company shall repay the principal amount and accrued interest of the Notes from such proceeds. In addition, these holders confirmed their agreement to honor draw down notice by the Company through March 31, 2022 for the balance of the originally committed amount of $1,800,000 (i.e., $280,000).
Based on the Company’s current cash balances, the proceeds of the loan made by Citrine 8 LP, the proceeds of the sale from the Intelicanna shares, the extensions of the maturity dates under the outstanding loans described above and the Irrevocable Letter, the Company believes that it has sufficient funds for its plans for the next twelve months from the issuance of these financial statements. As the Company is embarking on its activities as detailed herein, it is incurring losses. It cannot determine with reasonable certainty when and if it will have sustainable profits.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and the Company’s principal financial officer to allow for timely decisions regarding required disclosure. In designing and evaluating the Company’s disclosure controls and procedures, the Company’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. The Company’s management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Based on the Company’s evaluation of the effectiveness of its disclosure controls and procedures as of ~~March 31,~~September 30, 2021, the Company’s principal executive officer and the Company’s principal financial officer concluded that the Company’s disclosure controls and procedures are effective.
Changes in Internal Control over Financial Reporting
During the three months ended ~~March 31,~~September 30, 2021, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.
31
PART ~~II -~~ II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
~~ITEM 5. OTHER INFORMATION~~
~~On May 14, 2021, our board of directors approved a monthly compensation fee~~From time to time we may become involved in various legal proceedings that arise in the ~~amount~~ordinary course of ~~$7,000, effective retroactively~~business, including actions related to ~~March 1,~~our intellectual property. Although the outcomes of these legal proceedings cannot be predicted with certainty, we are currently not aware of any such legal proceedings that arise in the ordinary course of business, including actions related to our intellectual property. Although the outcomes of these legal proceedings cannot be predicted with certainty, we are currently not aware of any such legal proceedings or claims that we believe, either individually or in the aggregate, will have a material adverse effect on our business, financial condition, or results of operations.
ITEM 1A. RISK FACTORS
An investment in the Company’s Common Stock involves a number of very significant risks. You should carefully consider the risk factors included in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC on April 15, 2021, in addition to ~~Mr. Kretzmer~~other information contained in our reports and in this quarterly report in evaluating the Company and its business before purchasing shares of our Common Stock. There have been no material changes to our risk factors contained in our Annual Report on Form 10-K for ~~his services as a director and as a consultant.~~the year ended December 31, 2020.
ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
32
ITEM 5. OTHER INFORMATION:
None
ITEM 6. EXHIBITS
~~ITEM 6. EXHIBITS~~Exhibit Index:
(a) The following documents are filed as exhibits to this report on Form 10-Q or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.
~~Exhibit No.~~31.1* ~~Description~~
31.1* ~~Rule 13a-14(a) Certification of Chief Executive Officer.~~
31.2* ~~Rule 13a-14(a) Certification of Chief Financial Officer.~~
32.1** Certification of Chief Executive Officer (Principal Executive Officer) pursuant to ~~18 U.S.C. Section 1350.~~Rule 13a-14(a) of the Securities Exchange Act of 1934
32.2**
31.2 Certification of Chief Financial Officer (Principal Financial and Accounting Officer) pursuant to ~~18 U.S.C. Section 1350.~~Rule 13a-14(a) of the Securities Exchange Act of 1934
101.1*
32.1* Certification of Chief Executive Officer (Principal Executive Officer), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Financial Officer (Principal Financial and Accounting Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
101.INS Inline XBRL Instance Document
101.SCH Inline XBRL Taxonomy Extension Schema
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB Inline XBRL Taxonomy Extension Label Linkbase
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase
~~The following materials from our Quarterly Report on Form 10-Q for~~
104 Cover Page Interactive Data File (embedded within the ~~quarter ended March 31, 2021 formatted in~~Inline XBRL (eXtensible Business Reporting Language): (i) the Interim Condensed Consolidated Balance Sheets, (ii) the Interim Condensed Consolidated Statements of Operations, (iii) the Interim Condensed Consolidated Statements of Comprehensive Loss, (iv) the Interim Condensed Statements of Changes in Equity, (v) the Interim Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to Interim Condensed Consolidated Financial Statements, tagged as blocks of text and in detail.document)
* Filed herewith
** Furnished herewith
33
SIGNATURES
~~SIGNATURES~~
Pursuant to the requirements ~~of Section 13 or 15(d)~~ of the Securities Exchange Act of 1934, the registrant ~~has duly~~ caused this report to be signed on its behalf by the ~~undersigned.~~undersigned thereunto duly authorized.
CITRINE GLOBAL. CORP
(Registrant)
By: ~~Citrine Global, Corp.~~
~~By:~~ /s/ Ora Elharar Soffer
~~Ora Elharar Soffer~~
By: ~~Chairperson of the Board and Chief Executive Officer~~
~~(Principal Executive Officer)~~
~~Date:~~ ~~May 17, 2021~~
~~By:~~ /s/ Ilanit Halperin
Ora Elharar Soffer Ilanit Halperin
Chief Executive Officer Chief Financial Officer ~~and Director~~
(Principal Executive Officer) (Principal Financial and ~~Principal~~ Accounting Officer)
Date: November 15, 2021
Date: ~~Date:~~ ~~May 17,~~November 15, 2021
2234

	Three months ended
	March 31
	2021			2020
	(Unaudited)

Revenues		-			11,372
Cost of revenues		-			(13,621	)
Gross loss		-			(2,249	)
Research and development expenses		-			(17,586	)
Marketing, general and administrative expenses		(1,974,725	)		(667,671	)
Operating loss		(1,974,725	)		(691,502	)
Financing income (expenses), net		(125,689	)		2,753
Net loss attributable to common stockholders		(2,100,414	)		(688,749	)

Loss per common stock (basic)		(0.00	)		(0.00	)

Basic weighted average number of shares of common stock outstanding		942,568,006			174,610,261
Comprehensive loss:
Net loss		(2,100,414	)		(688,749	)
Other comprehensive expense attributable to foreign currency translation		-			(9,652	)
Comprehensive loss		(2,100,414	)		(698,401	)

	Balance as of March 31, 2021
	Level 1		Level 2		Level 3		Total

Trading securities		-		520,107		-		520,107
Total assets		-		520,107		-		520,107

Liabilities:
Fair value of convertible component in convertible notes		-		-		368,114		368,114
Fair value of forward option		-		-		94,703		94,703
Total liabilities		-		-		462,817		462,817

	Balance as of December 31, 2020
	Level 1		Level 2		Level 3		Total

Trading securities		-		521,615		-		521,615
Short-term loan measured at fair value		-		-		165,185		165,185
Total assets		-		521,615		165,185		686,800

Liabilities:
Fair value of convertible component in convertible notes		-		-		381,147		381,147
Fair Value of forward option		-		-		71,722		71,722
Total liabilities		-		-		452,869		452,869

	Changes in Fair value
Assets:
~~Outstanding~~Short term loan outstanding at December 31, 2020		165,185
~~Repayment~~Proceeds of short term loan		(163,726	)
Interest and change in fair value of short-term loan measured at fair value		(1,459	)
~~Outstanding~~Short term loan outstanding at ~~March 31,~~September 30, 2021		-

Liabilities:
Outstanding at December 31, 2020		452,869
Fair value of convertible component in additional convertible notes issued during the period		116,534
Classification of embedded conversion feature from liability to equity		(670,224	)
Commitment for issuance of fixed number of ordinary shares		(14,468	)
Changes in fair value		~~9,948~~115,289
Outstanding at ~~March 31,~~September 30, 2021		~~462,817~~-

	March 31,2021			December 31, 2020
Expected volatility (%)		149.63	%		164.43	%
Risk-free interest rate (%)		0.06	%		0.1	%
Expected dividend yield		0.0	%		0.0	%
Contractual term (years)		0.71			0.95
Conversion price		(*	)		(*	)
Underlying share price (U.S. dollars)		0.08			0.045
Convertible notes amount		1,275,204			1,275,204
Fair value of the conversion feature (U.S. dollars)		368,114			381,147

	August 13, 2021			December 31, 2020
Expected volatility (%)		149.04	%		164.43	%
Risk-free interest rate (%)		0.05	%		0.1	%
Expected dividend yield		0.0	%		0.0	%
Contractual term (years)		0.34			0.95
Conversion price		(*	)		(*	)
Underlying share price (U.S. dollars)		0.05			0.045
Convertible notes amount		1,312,194			1,275,204
Fair value of the conversion feature (U.S. dollars)		379,086			381,147

~~Derivative related to Intelicanna’s shares~~	(*)	~~March 31, 2021~~
~~Common Stock~~the conversion price		~~0.83~~
~~Expected volatility~~		~~47.67~~	%
~~Conversion price (U.S. dollars)~~		~~0.64~~
~~Expected term~~		~~0.1 months~~
~~Risk free rate~~		~~0.05~~	%
~~Expected dividend yield~~		0	%
~~Fair value~~ is 85% of the ~~derivative (U.S. dollars)~~		~~5,296~~	share price, during the period of 5 days preceding the conversion date

	August 13, 2021			June 24, 2021
Expected volatility (%)		151.48	%		156.8	%
Risk-free interest rate (%)		0.13	%		0.17	%
Expected dividend yield		0.0	%		0.0	%
Contractual term (years)		1.36			1.5
Conversion price		(*	)		(*	)
Underlying share price (U.S. dollars)		0.05			0.3
Convertible notes amount		397,293			397,293
Fair value of the conversion feature (U.S. dollars)		115,086			116,534

~~Derivative related to Citrine Global’s shares~~	(*)	~~March 31, 2021~~
~~Common Stock~~the conversion price		~~0.08~~
~~Expected volatility~~		~~151.44~~	%
~~Conversion price (U.S. dollars)~~		~~0.2~~
~~Expected term~~		~~0.1 months~~
~~Risk free rate~~		~~0.05~~	%
~~Expected dividend yield~~		0	%
~~Fair value~~ is 85% of the ~~derivative (U.S. dollars)~~		~~(99,999~~	)share price, during the period of 5 days preceding the conversion date.

	Number of Options		Weighted Average Exercise Price
Outstanding at December 31, 2020		46,762		0.0011
Granted		-		-
Exercised		-		-
Forfeited or expired		-		-
Outstanding at March 31, 2021		46,762		0.0011
Number of options exercisable at March 31, 2021		46,762		0.0011

	Number of Options		Weighted Average Exercise Price
Outstanding at December 31, 2020		46,762		0.0011
Granted		-		-
Exercised		-		-
Forfeited or expired		-		-
Outstanding at September 30, 2021		46,762		0.0011
Number of options exercisable at September 30, 2021		46,762		0.0011

	Three months ended March 31
	2021		2020

General and administrative expenses:
Directors compensation and fees to officers		91,500		-

	As of March 31,
	2021		2020

Accounts payable and accrued expenses		403,673		-

Fair value of the warrants	A Warrant			B Warrant
Expected volatility (%)		150.5	%		158.7	%
Risk-free interest rate (%)		0.04	%		0.08	%
Expected dividend yield		0.0	%		0.0	%
Contractual term (years)		0.18			1.18
Conversion price		0.26			0.31
Underlying share price (U.S. dollars)		0.07			0.07
Fair value (U.S. dollars)		3,030			120,822

	June 24, 2021 (US dollars)
Conversion Component	$	116,534
Warrants		132,500
Convertible Notes		100,966
Total	$	350,000

	(i)	Extension of the maturity date on the Outstanding CL Notes to July 31, 2023, provided, that if the Company consummates prior to maturity an investment of at least $5 million of the Company’s securities, then the Company shall repay the principal amount and accrued interest of the Notes from such proceeds;
	(ii)	Amendment of the conversion price on the Outstanding CL Notes to a fixed conversion price of $0.10 per share; and
	(iii)	Confirming the agreement of the holders of the Outstanding CL Notes to honor draw down notice for balance of remainder of the $1,800,000 originally committed to under the CL Agreement (i.e., $280,000) through March 31, 2022.

	E.	Between August 3 – 9, 2021, the Company sold to an unrelated third party in an off market transaction 619,589 ordinary shares of Intelicanna Ltd., an Israeli medical cannabis company listed on the Tel Aviv Stock Exchange (“Intelicanna”), for aggregate gross proceeds to the Company of 1,260,611 NIS (approximately $389,032 based on the current exchange rate). Following the sale, the Company no longer holds any Intelicanna shares. As previously reported, the Company obtained the Intelicanna shares in a share exchange agreement entered into with Intelicanna in September 2020. The Company’s decision to sell the Intelicanna shares was taken, in part, to avoid being subject to the terms of the Investment Company Act of 1940.

	F.	On August 9, 2021, through its 60% owned subsidiary Cannovation Center Israel, the Company entered into an agreement with iBOT Israel-Botanicals Ltd., a company formed under the laws of the State of Israel (“iBOT”), pursuant to which iBOT agreed to manufacture a line of nutritional supplements for Cannovation Center Israel, including packaging and storage (the “Manufacturing Agreement”). iBOT is a botanical nutritional supplements’ company developing and manufacturing botanical formulas and nutritional supplements for custom & contract manufacturing for leading botanical companies. iBOT’s manufacturing facility is approved by the Israeli Ministry of Health and is GMP-certified, ISO9001-certified and HACCP certified by IQC. The principal shareholders and control persons of iBOT are the Company’s Chief Executive Officer and a Company director. Under the Manufacturing Agreement, the parties will agree on the compensation terms for each manufacturing order that Cannovation submits to iBOT It is intended that the price payable to iBOT will be based on the cost of manufacture plus a specified premium to be fixed at the time of each order.

	G.	On May 31, 2020, the Company entered into an agreement for future issuance of shares. The agreement for future issuance of shares provides that a fall in a share price of a party, not exceeding 20%, measured six months after issuance of shares by both parties pursuant to a separate share exchange agreement, will be offset by the issuance of additional shares to the other party to bring up to $500 thousand the total value of the shares issued to the other party. On August 15, 2021, the Company’s board of directors determined that it is required to issue to Intelicanna 535,867 shares of the Company’s common stock and has authorized the issuance of such shares to Intelicanna. As of September 30, 2021 the common stock have not been issued yet. As such, the Company recorded an additional $14,468 to be issued to Intellicanna.

	H.	On August 15, 2021, the board determined to award a bonus to the Company’s Chairperson of the Board, CEO, CFO, officers, directors and senior management equal to two percent (2%) of any capital raise, subject to prior repayment of the outstanding convertible loans and so long as the payment thereof would be from available funds and part of the Company’s operating budget for a minimum period of 18 months. In addition, the Board agreed to a bonus Company’s Chairperson of the Board, CEO, CFO, officers, directors and senior management of 2% from operating profits which will become payable upon the fulfillment of certain specified targets that the Board will establish, subject to prior repayment of the outstanding convertible loans and so long as the payment thereof would be from available funds and as part of the Company’s operating budget for a minimum period of 18 months.

	I.	On August 15, 2021, the board of directors of Cannovation Center Israel determined to adjust the compensation of the Chairperson (and interim Chief Executive Officer), Ora Elharar Soffer, to $10,000 per month, and that of the chief financial officer, Ilanit Halperin, to $4,000 per month, and that of Ilan Ben Ishay and David Kretzmer, directors, to $2,000 per month, in each case retroactive to July 1, 2021. These amounts would be paid at such time as Cannovation Center shall become due and payable from, and such time as Cannovation Center Israel shall have, available funds therefor and as part of the operating budget for a minimum period of 18 months.

	Nine months ended September 30
	2021		2020

Research and development expenses:
Fees to officers	$	24,000		-

General and administrative expenses:
Directors compensation and fees to officers (*)	$	1,225,199	$	216,000
(*) Share base compensation	$	871,699		-

	As of September 30,		As of December 31,
	2021		2020

Convertible notes	$	1,372,645	$	772,602
Accounts payable and accrued expenses	$	683,673	$	312,173

	C.	Commencing in February 2020, Ora Elharar Soffer, CEO and Chairperson of the Board, was entitled to a monthly fee of ~~$20,000~~$20,000 and certain reimbursements for traveling, lodging and other expenses on behalf of the Company. As of ~~March 31,~~September 30, 2021, an amount of ~~$271,900,~~$409,400, representing compensation earned by Ms. Elharar Soffer, was deferred until the Company consummates an investment of at least $1.8 million in the Company’s securities.

	D.	Commencing in February 2020, Ilanit Halperin and Ilan Ben-Ishay, each a director, are each entitled to a monthly fee of ~~$3,500~~$3,500 and certain reimbursements for traveling lodging and vehicle expenses on behalf of the Company. As of ~~March 31,~~September, 30, 2021, an amount of ~~$44,609~~$69,000 representing compensation earned by ~~Ms. Halperin and~~ Mr. Ben-Ishay, was deferred until the Company consummates an investment of at least $1.8 million in the Company’s securities.

	E.	Commencing in May 2020, Ms. Halperin, CFO of the Company, was entitled to a monthly fee of an additional ~~$3,500,~~$3,500, resulting in an aggregate monthly fee (from the February 2020 agreement in Note 5D) of ~~$7,000.~~$7,000. As of ~~March 31,~~September, 30, 2021, an amount of ~~$87,164,~~ $132,000 representing compensation earned by Ms. Halperin, was deferred until the Company consummates an investment of at least $1.8 million in the Company’s securities.

	F.	Commencing in March 2021, Adv. David Kretzmer, a director, is entitled to a monthly fee of $7,000 and certain reimbursements for traveling lodging and vehicle expenses on behalf of the Company. As of September, 30, 2021, an amount of $55,000 representing compensation earned by Adv. David Kretzmer, was deferred until the Company consummates an investment of at least $1.8 million in the Company’s securities.

	G.	On September 29, 2021, Citrine Global advanced to iBOT, a related party, a loan of $50,000 with a 12 month maturity date. The loan bears interest at an effective annual interest rate of 12% as and is convertible, at the option of Citrine Global, into equity shares of iBOT at conversion rate equal to the lower of (i) 25% discount to the most recent round of capital raised by iBOT during the term of the loan and (ii) the rate specified in the framework agreement]. In addition, Citrine Global is entitled to convert the outstanding loan, in whole or in part, to satisfy payments of amounts owed to iBOT under the services agreements between the parties.

	G.	See also Notes 3A, 4H and 4I.

	A.	On ~~April 12,~~October 20, 2021, the ~~parties~~Provisional Patent Application No: 63/257,673 for “PHARMACEUTICAL COMPOSITIONS AND METHODS FOR THE TREATMENT OF SIDE-EFFECTS ASSOCIATED WITH THE USE OF CANNABIS, CANNABINOIDS AND RELATED PRODUCTS” was registered at the US Patent and Trademark Office. The patent application describes a special cannabis based formula to treat the side effects of cannabis use.

	B.	On November, 2021, the Company, Cannovation Center Israel and CTGL – Citrine Global Israel Ltd., on the one hand (collectively the “Citrine Global Group”), and iBOT, on the other hand, entered into an Exclusive Strategic Collaboration and Alliance Agreement (the “Exclusive Rights Agreement”) pursuant to which iBOT granted to the ~~Convertible Note Purchase~~Citrine Global Group, jointly and individually, exclusive world-wide rights, solely with respect to the cannabis market, to iBOT’s botanical formulas and nutritional supplements, including, the development, manufacture, distribution and sale of such products. The exclusive rights include the right of any of the Citrine Global Group to grant rights thereunder to third parties so long as such third parties shall agree to be bound by terms consistent with those contained in this Agreement. In consideration of the grant of the rights under the Exclusive Rights Agreement, ~~(the “CL Agreement”) amended~~Citrine Global Group granted to iBOT the CLexclusive right to manufacture in State of Israel (consistent with the terms of the Manufacturing Agreement) the botanical products. In addition, so long as iBOT is in compliance with the terms of this Agreement, ~~to (i) change~~in the ~~annual interest on the Notes to nine percent, applicable from January 1, 2021, (ii) ensure~~event that the ~~Company shall repay~~Citrine Global Group determines to manufacture botanical products outside of Israel, then iBOT is to be afforded the ~~loans~~opportunity to perform such manufacturing for the Citrine Group at ~~the time it consummates an investment~~iBOT’s facility in ~~the amount of at least $5 million in the Company’s securities, and (iii) modify the exercise prices of each~~Israel provided that iBOT complies with all of the ~~A Warrants~~terms and ~~B Warrants~~conditions relating to ~~$0.10~~such manufacturing project, including the price per ~~share,~~unit, delivery schedules, packaging requirements regulation and ~~the term of the warrants be extended by one year for the A Warrants and B Warrants.~~other relevant terms.

	B.C.	~~On April 29,~~In October 2021, ~~our board~~iBOT granted to Citrine Global Group, a pre-emption right to any equity or equity linked securities that iBOT proposes to issue to an unrelated third party with aggregate gross proceeds to the Company exceeding $1 million or which will result in a change in control in iBOT following such issuance, then iBOT is to give to the Citrine Global Group written notice of ~~directors (the “Board”) appointed David Kretzmer as~~such proposed issuance and the relevant terms thereof and the Citrine Global Group shall have ten (10) days thereafter to determine if it elects to purchase a ~~member~~minimum of 51% of the ~~Board~~proposed issuance on the price and ~~expanded~~other terms specified in the ~~number of Board members~~notice sent by iBOT (the “Pre-Emption Right”). If the Citrine Global Group elects to ~~five, with~~exercise the Pre-Emption Right, such ~~expansion~~purchase is to take place at no more than 90 days following the expiration of the ~~Board and appointment of Mr. Kretzmer taking effect immediately.~~

		~~On May 5, 2021, Cannovation Center Israel, which is partly-owned (60%) by~~10 day notice period to the Citrine Global ~~Israel, appointed Hagai Hillman as its new chief executive officer.~~Group. Any iBOT securities of the Pre-Emption Right that Citrine Global Group elects to not purchase are to be sold by not later than 90 days following the end of the Citrine Global Group’s notice period and if such shares are not sold to such third party within the 90 day period, the Pre-Emption right shall apply to any subsequent proposed issuance. The preemption right does not apply to certain specified exceptions.

●	1st Element - Cannovation Center Platform
●	2nd Element - Developing & Commercializing Wellness & Pharma Products for the Botanical and Medical Cannabis Industries
●	3rd Element - Israeli Technology as a source of innovation for global markets
●	4th Element - Acquiring Companies
●	5th Element - Global Network & Market Potential

	●	Medical cannabis inflorescences.
	●	Medical cannabis CBD oils.
	●	Kits including Medical Cannabis inflorescences & Oils and Green Botanicals for supporting medical cannabis patients who experience side effects.
	●	CBD and hemp formulations including synergistic combinations with medicinal mushrooms and selected herbal extracts.
	●	CBD and hemp solutions for cosmetics, foods, beverages, and more.

	●	Our strategy consists of acquiring companies with IP, R&D, patents, and distribution networks to leverage company value and intellectual property.
	●	We view mergers & acquisitions of companies with technologies, distribution infrastructure and other activities as part of our growth strategy.

	●	Creating an international network of subsidiaries, local teams, partners worldwide.
	●	Cannovation Centers’ worldwide Coverage, with each Cannovation Center choosing products and services according to regulations in the territory.

~~Exhibit No.~~31.1*		~~Description~~
31.1*		~~Rule 13a-14(a) Certification of Chief Executive Officer.~~
31.2*		~~Rule 13a-14(a) Certification of Chief Financial Officer.~~
32.1**		Certification of Chief Executive Officer (Principal Executive Officer) pursuant to ~~18 U.S.C. Section 1350.~~Rule 13a-14(a) of the Securities Exchange Act of 1934
32.2**
31.2		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) pursuant to ~~18 U.S.C. Section 1350.~~Rule 13a-14(a) of the Securities Exchange Act of 1934
101.1*
32.1*		Certification of Chief Executive Officer (Principal Executive Officer), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase
		~~The following materials from our Quarterly Report on Form 10-Q for~~
104		Cover Page Interactive Data File (embedded within the ~~quarter ended March 31, 2021 formatted in~~Inline XBRL (eXtensible Business Reporting Language): (i) the Interim Condensed Consolidated Balance Sheets, (ii) the Interim Condensed Consolidated Statements of Operations, (iii) the Interim Condensed Consolidated Statements of Comprehensive Loss, (iv) the Interim Condensed Statements of Changes in Equity, (v) the Interim Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to Interim Condensed Consolidated Financial Statements, tagged as blocks of text and in detail.document)

By:	~~Citrine Global, Corp.~~

	~~By:~~	/s/ Ora Elharar Soffer
		~~Ora Elharar Soffer~~
By:		~~Chairperson of the Board and Chief Executive Officer~~
		~~(Principal Executive Officer)~~

	~~Date:~~	~~May 17, 2021~~

	~~By:~~	/s/ Ilanit Halperin
	Ora Elharar Soffer		Ilanit Halperin
	Chief Executive Officer		Chief Financial Officer ~~and Director~~
	(Principal Executive Officer)		(Principal Financial and ~~Principal~~ Accounting Officer)

Date:	November 15, 2021
Date:	~~Date:~~	~~May 17,~~November 15, 2021