Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 14, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | CITRINE GLOBAL, CORP. | |
Entity Central Index Key | 0001498067 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 942,568,006 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 289,101 | $ 206,278 |
Prepaid share based payment to a service provider | 1,736,534 | |
Trading securities | 520,107 | 521,615 |
Short-term loan measured at fair value | 165,185 | |
Other current assets | 12,805 | 19,414 |
Total Current assets | 822,013 | 2,649,026 |
Non-current assets | ||
Investments valued under the measurement alternative | 450,000 | 450,000 |
Property and equipment, net | 5,018 | 5,502 |
Total non-current assets | 455,018 | 455,502 |
Total assets | 1,277,031 | 3,104,528 |
Current liabilities | ||
Accounts payable and accrued expenses | 632,315 | 476,199 |
Fair value of a liability in connection with stock exchange agreement | 94,703 | 71,722 |
Convertible component in convertible notes | 368,114 | 381,147 |
Convertible notes | 879,455 | 772,602 |
Total current liabilities | 1,974,587 | 1,701,670 |
Total liabilities | 1,974,587 | 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 |
Additional paid-in capital | 20,414,217 | 20,414,217 |
Stock to be issued | 30,000 | 30,000 |
Accumulated deficit | (21,341,865) | (19,241,451) |
Accumulated other comprehensive income | 105,836 | 105,836 |
Total stockholders' equity (deficit) | (697,556) | 1,402,858 |
Total liabilities and stockholders' equity (deficit) | $ 1,277,031 | $ 3,104,528 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common Stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 1,500,000,000 | 1,500,000,000 |
Common Stock, shares issued | 942,568,006 | 942,568,006 |
Common Stock, shares outstanding | 942,568,006 | 942,568,006 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
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 | $ 0 |
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) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit) - USD ($) | Redeemable Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock to be Issued [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income [Member] | Total |
Beginning Balance at Dec. 31, 2019 | $ 300,000 | $ 3,545 | $ 10,042,496 | $ 30,000 | $ (10,602,292) | $ 115,488 | $ (410,763) |
Beginning Balance, shares at Dec. 31, 2019 | 10,344,828 | 35,449,400 | |||||
Conversion preferred stock to common stock | $ (300,000) | $ 1,034 | 298,966 | 300,000 | |||
Conversion preferred stock to common stock, shares | (10,344,828) | 10,344,828 | |||||
Issuance of common stock and warrants | $ 43,393 | 28,607 | 72,000 | ||||
Issuance of common stock and warrants, shares | 433,927,587 | ||||||
Issuance of common stock for services | $ 1,500 | 4,783,500 | 4,785,500 | ||||
Issuance of common stock for services, shares | 15,000,000 | ||||||
Waiver of fee by related party | 11,417 | 11,417 | |||||
Other comprehensive income | (9,652) | (9,652) | |||||
Net loss for the period | (688,749) | (688,749) | |||||
Ending Balance at Mar. 31, 2020 | $ 49,472 | 15,164,986 | 30,000 | (11,291,041) | 105,836 | 4,059,253 | |
Ending Balance, shares at Mar. 31, 2020 | 494,721,815 | ||||||
Beginning Balance at Dec. 31, 2020 | $ 94,256 | 20,414,217 | 30,000 | (19,241,451) | 105,836 | 1,402,858 | |
Beginning Balance, shares at Dec. 31, 2020 | 942,568,006 | ||||||
Conversion preferred stock to common stock | |||||||
Net loss for the period | $ 94,256 | (2,100,414) | (2,100,414) | ||||
Ending Balance at Mar. 31, 2021 | $ 942,568,006 | $ 20,414,217 | $ 30,000 | $ (21,341,865) | $ 105,836 | $ (697,556) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (2,100,414) | $ (688,749) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 484 | 6,664 |
Right of use asset depreciation | 1,278 | |
Interest and change in fair value of short-term loan measured at fair value | 1,459 | |
Interest with respect to convertible notes and loans | 93,820 | |
Inventory subject to refund | 1,299 | |
Net investment in right of use asset | (2,205) | |
Share based payment to a service provider | 1,736,534 | 478,500 |
Management fee waiver | 11,417 | |
Fair value adjustment of liability in connection with stock exchange agreement | 22,981 | |
Changes in fair value of marketable securities | 1,508 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (5,714) | |
Other current assets | 6,609 | (6,410) |
Inventory | 6,789 | |
Accounts payable and accrued expenses | 156,116 | (21,342) |
Net cash used in operating activities | (80,903) | (218,473) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Repayments of short-term loan investment | 163,726 | |
Net cash provided by (used in) investing activities | 163,726 | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from related party loans | 154,341 | |
Proceeds from issuance of common stock, net | 72,000 | |
Net cash provided by (used in) financing activities | 226,341 | |
Effect of exchange rates on cash and cash equivalents | (11,494) | |
Net increase in cash and cash equivalents | 82,823 | (3,626) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 206,278 | 17,636 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 289,101 | 14,010 |
Non-cash transactions: | ||
Conversion preferred stock to common stock | $ 300,000 |
General
General | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | 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 August 20, 2020, CTGL - Citrine Global Israel Ltd., the Company’s Israeli subsidiary (the “Israeli Subsidiary), Beezz Home Technologies Ltd., and Golden Holdings Neto Ltd. incorporated Cannovation Center Israel Ltd. Israeli Subsidiary holds 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% 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) 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) shares to one billion five hundred thousand (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, the Ministry of the Economy of the Israeli government approved the grant of 10,000 square meters of industrial land in the Yeruham Biopharma Park to Cannovation Center Israel for building the Cannovation Center, that will include factories, laboratories, logistics and a distribution center for the medical cannabis, CBD, hemp and botanicals industries. On April 13, 2021, Citrine S A L Investment & Holding Ltd., 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 the Company to be operational as planned and budgeted through this period (the “Irrevocable Letter”). Based on the Company’s current cash balances and the Irrevocable Letter, 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Basis of Presentation | 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 months ended March 31, 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. Actual results could differ from those estimates. 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 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. 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 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 for the period ended March 31, 2021: Changes in Fair value Assets: Outstanding at December 31, 2020 165,185 Repayment of short term loan (163,726 ) Interest and change in fair value of short-term loan measured at fair value (1,459 ) Outstanding at March 31, 2021 - Liabilities: Outstanding at December 31, 2020 452,869 Changes in fair value 9,948 Outstanding at March 31, 2021 462,817 Conversion feature 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. 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. 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%: Derivative related to Intelicanna’s shares March 31, 2021 Common Stock 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 of the derivative (U.S. dollars) 5,296 Derivative related to Citrine Global’s shares March 31, 2021 Common Stock 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 of the derivative (U.S. dollars) (99,999 ) Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“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. 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, 2021 are not expected to have a material impact on the Company’s consolidated financial statements. |
Stock Options
Stock Options | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Options | NOTE 3 – STOCK OPTIONS A. The following table presents the Company’s stock option activity for employees and directors of the Company for the year ended March 31, 2021: 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 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 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 thousand. The Company recorded a share based compensation expense in the amount of 1,737 thousands in the three months ended March 31, 2020. |
Events During the Period
Events During the Period | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Events During the Period | NOTE 4 – EVENTS DURING THE PERIOD 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). On March 31, 2021, Intelicanna repaid the full principal of the loan together with 12% interest, which amounted to NIS 46,000 (approximately $14,000). |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | NOTE 5 – RELATED PARTIES 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 - C. Commencing in February 2020, Ora Elharar Soffer, CEO and Chairperson of the Board, was entitled to a monthly fee of $20,000 and certain reimbursements for traveling, lodging and other expenses on behalf of the Company. As of March 31, 2021, an amount of $271,900, 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 and certain reimbursements for traveling lodging and vehicle expenses on behalf of the Company. As of March 31, 2021, an amount of $44,609 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, resulting in an aggregate monthly fee of $7,000. As of March 31, 2021, an amount of $87,164, 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 6 – SUBSEQUENT EVENTS A. 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. B. On April 29, 2021, our board of directors (the “Board”) appointed David Kretzmer as a member of the Board and expanded the number of Board members to five, with such expansion of the Board and appointment of Mr. Kretzmer taking effect immediately. On May 5, 2021, Cannovation Center Israel, which is partly-owned (60%) by Citrine Global Israel, appointed Hagai Hillman as its new chief executive officer. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Statements | 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 months ended March 31, 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 | 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 | 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. Actual results could differ from those estimates. |
Fair Value | 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 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. 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 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 for the period ended March 31, 2021: Changes in Fair value Assets: Outstanding at December 31, 2020 165,185 Repayment of short term loan (163,726 ) Interest and change in fair value of short-term loan measured at fair value (1,459 ) Outstanding at March 31, 2021 - Liabilities: Outstanding at December 31, 2020 452,869 Changes in fair value 9,948 Outstanding at March 31, 2021 462,817 |
Conversion Feature | Conversion feature 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. 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. 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%: Derivative related to Intelicanna’s shares March 31, 2021 Common Stock 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 of the derivative (U.S. dollars) 5,296 Derivative related to Citrine Global’s shares March 31, 2021 Common Stock 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 of the derivative (U.S. dollars) (99,999 ) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“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. 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, 2021 are not expected to have a material impact on the Company’s consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Financial Assets and Liabilities 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 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 |
Schedule of Changes in Fair Value of Liabilities | The following table presents the changes in fair value of the level 3 liabilities for the period ended March 31, 2021: Changes in Fair value Assets: Outstanding at December 31, 2020 165,185 Repayment of short term loan (163,726 ) Interest and change in fair value of short-term loan measured at fair value (1,459 ) Outstanding at March 31, 2021 - Liabilities: Outstanding at December 31, 2020 452,869 Changes in fair value 9,948 Outstanding at March 31, 2021 462,817 |
Schedule of Fair Value of Convertible Feature using Valuation Assumptions | 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. |
Schedule of Fair Value of Shares Exchange Agreement | 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%: Derivative related to Intelicanna’s shares March 31, 2021 Common Stock 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 of the derivative (U.S. dollars) 5,296 Derivative related to Citrine Global’s shares March 31, 2021 Common Stock 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 of the derivative (U.S. dollars) (99,999 ) |
Stock Options (Tables)
Stock Options (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | A. The following table presents the Company’s stock option activity for employees and directors of the Company for the year ended March 31, 2021: 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 |
Related Parties (Tables)
Related Parties (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Transactions and Balances with Related Parties | 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 - |
General (Details Narrative)
General (Details Narrative) - shares | Nov. 22, 2020 | Aug. 20, 2020 |
Equity investment percentage | 50.00% | |
Description of reverse stock split | On November 22, 2020, certain of the Company's stockholders representing more than 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"). | |
Preferred stock shares undesignated | 50,000,000 | |
Maximum [Member] | ||
Capital stock shares issued | 1,550,000,000 | |
Minimum [Member] | ||
Capital stock shares issued | 1,500,000,000 | |
The Cannovation Center [Member] | ||
Percentage of shares hold by certain shareholders | 60.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and Basis of Presentation - Schedule of Financial Assets and Liabilities Measured at Fair Value On a Recurring Basis (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Total assets | $ 1,277,031 | $ 3,104,528 |
Total Liabilities | 1,974,587 | 1,701,670 |
Fair Value, Recurring [Member] | ||
Total assets | 520,107 | 521,615 |
Total Liabilities | 462,817 | 452,869 |
Fair Value, Recurring [Member] | Fair Value of Convertible Component in Convertible Notes [Member] | ||
Total Liabilities | 368,114 | 381,147 |
Fair Value, Recurring [Member] | Fair Value of Forward Option [Member] | ||
Total Liabilities | 94,703 | 71,722 |
Fair Value, Recurring [Member] | Short-term Loan Measured at Fair Value | ||
Total assets | 165,185 | |
Fair Value, Recurring [Member] | Trading Securities [Member] | ||
Total assets | 520,107 | 521,615 |
Fair Value, Recurring [Member] | Level 1 [Member] | ||
Total assets | ||
Total Liabilities | ||
Fair Value, Recurring [Member] | Level 1 [Member] | Fair Value of Convertible Component in Convertible Notes [Member] | ||
Total Liabilities | ||
Fair Value, Recurring [Member] | Level 1 [Member] | Fair Value of Forward Option [Member] | ||
Total Liabilities | ||
Fair Value, Recurring [Member] | Level 1 [Member] | Short-term Loan Measured at Fair Value | ||
Total assets | ||
Fair Value, Recurring [Member] | Level 1 [Member] | Trading Securities [Member] | ||
Total assets | ||
Fair Value, Recurring [Member] | Level 2 [Member] | ||
Total assets | 520,107 | 521,615 |
Total Liabilities | ||
Fair Value, Recurring [Member] | Level 2 [Member] | Fair Value of Convertible Component in Convertible Notes [Member] | ||
Total Liabilities | ||
Fair Value, Recurring [Member] | Level 2 [Member] | Fair Value of Forward Option [Member] | ||
Total Liabilities | ||
Fair Value, Recurring [Member] | Level 2 [Member] | Short-term Loan Measured at Fair Value | ||
Total assets | ||
Fair Value, Recurring [Member] | Level 2 [Member] | Trading Securities [Member] | ||
Total assets | 520,107 | 521,615 |
Fair Value, Recurring [Member] | Level 3 [Member] | ||
Total assets | ||
Total Liabilities | 462,817 | 452,869 |
Fair Value, Recurring [Member] | Level 3 [Member] | Fair Value of Convertible Component in Convertible Notes [Member] | ||
Total Liabilities | 368,114 | 381,147 |
Fair Value, Recurring [Member] | Level 3 [Member] | Fair Value of Forward Option [Member] | ||
Total Liabilities | 94,703 | 71,722 |
Fair Value, Recurring [Member] | Level 3 [Member] | Short-term Loan Measured at Fair Value | ||
Total assets | 165,185 | |
Fair Value, Recurring [Member] | Level 3 [Member] | Trading Securities [Member] | ||
Total assets |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies and Basis of Presentation - Schedule of Changes in Fair Value of Liabilities (Details) - Level 3 [Member] | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Outstanding at January 1, 2020 | $ 165,185 |
Repayment of short term loan | (163,726) |
Interest and change in fair value of short-term loan measured at fair value | (1,459) |
Outstanding at December 31, 2020 | |
Outstanding at January 1, 2020 | 452,869 |
Changes in fair value | 9,948 |
Outstanding at March 31, 2021 | $ 462,817 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies and Basis of Presentation - Schedule of Fair Value of Convertible Feature using Valuation Assumptions (Details) - Black-Scholes Option-Pricing Model [Member] - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | ||
Expected volatility (%) | 149.63% | 164.43% | |
Risk-free interest rate (%) | 0.06% | 0.10% | |
Expected dividend yield | 0.00% | 0.00% | |
Contractual term (years) | 8 months 16 days | 11 months 12 days | |
Conversion price | [1] | ||
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 | |
[1] | the conversion price is 85% of the share price, during the period of 5 days preceding the conversion date. |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies and Basis of Presentation - Schedule of Fair Value of Shares Exchange Agreement (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / shares | |
Derivative Related to Intelicanna's Shares [Member] | |
Fair value of the derivative | $ | $ 5,296 |
Derivative Related to Citrine Global's Shares [Member] | |
Fair value of the derivative | $ | $ (99,999) |
Measurement Input, Share Price [Member] | Derivative Related to Intelicanna's Shares [Member] | |
Common stock price, shares | $ / shares | $ 0.83 |
Measurement Input, Share Price [Member] | Derivative Related to Citrine Global's Shares [Member] | |
Common stock price, shares | $ / shares | $ 0.08 |
Measurement Input, Price Volatility [Member] | Derivative Related to Intelicanna's Shares [Member] | |
Fair value of shares, measurement input, percentage | 47.67 |
Measurement Input, Price Volatility [Member] | Derivative Related to Citrine Global's Shares [Member] | |
Fair value of shares, measurement input, percentage | 151.44 |
Conversion Price (U.S. Dollars) [Member] | Derivative Related to Intelicanna's Shares [Member] | |
Fair value of shares, measurement input, percentage | 0.64 |
Expected Term [Member] | Derivative Related to Intelicanna's Shares [Member] | |
Fair value assumption, shares contractual term (years) | 1 month 6 days |
Expected Term [Member] | Derivative Related to Citrine Global's Shares [Member] | |
Fair value assumption, shares contractual term (years) | 1 month 6 days |
Risk Free Rate [Member] | Derivative Related to Intelicanna's Shares [Member] | |
Fair value of shares, measurement input, percentage | 0.05 |
Risk Free Rate [Member] | Derivative Related to Citrine Global's Shares [Member] | |
Fair value of shares, measurement input, percentage | 0.05 |
Expected Dividend Yield [Member] | Derivative Related to Intelicanna's Shares [Member] | |
Fair value of shares, measurement input, percentage | 0 |
Expected Dividend Yield [Member] | Derivative Related to Citrine Global's Shares [Member] | |
Fair value of shares, measurement input, percentage | 0 |
Conversion Price (U.S. dollars) [Member] | Derivative Related to Citrine Global's Shares [Member] | |
Fair value of shares, measurement input, percentage | 0.2 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | Nov. 11, 2020 | Mar. 05, 2020 | Mar. 31, 2017 | Mar. 31, 2020 |
Share-based Payment Arrangement [Abstract] | ||||
Common stock issued for service, shraes | 13,222,082 | 15,000,000 | ||
Stock option granted | 521,065 | 9,003 | ||
Share based compensation expense | $ 1,737 |
Stock Options - Schedule of Sto
Stock Options - Schedule of Stock Option Activity (Details) - $ / shares | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2021 | Mar. 31, 2020 | |
Number of Options, Granted | 521,065 | 9,003 | |
Employees and Directors [Member] | |||
Number of Options outstanding, beginning balance | 46,762 | ||
Number of Options, Granted | |||
Number of Options, Exercised | |||
Number of Options, Forfeited or expired | |||
Number of Options, outstanding, ending balance | 46,762 | ||
Options exercisable, ending balance | 46,762 | ||
Weighted Average Exercise Price outstanding, beginning balance | $ 0.0011 | ||
Weighted Average Exercise Price, Granted | |||
Weighted Average Exercise Price, Exercised | |||
Weighted Average Exercise Price, Forfeited or expired | |||
Weighted Average Exercise Price, ending balance | 0.0011 | ||
Weighted Average Exercise Price, Options exercisable, ending balance | $ 0.0011 |
Events During the Period (Detai
Events During the Period (Details Narrative) | Jul. 09, 2020USD ($)shares | Jun. 25, 2020USD ($)shares | Jun. 25, 2020ILS (₪)shares | Mar. 31, 2021USD ($) | Mar. 31, 2021ILS (₪) | Mar. 31, 2020USD ($) |
Gross revenue | $ (2,249) | |||||
Intelicanna Ltd [Member] | ||||||
Debt instrument started percentage | 12.00% | 12.00% | ||||
Common stock issued shares value | $ 145,000 | |||||
Repaid loan amount | $ 14,000 | |||||
Intelicanna Ltd [Member] | NIS [Member] | ||||||
Common stock issued shares | shares | 500,000 | |||||
Repaid loan amount | ₪ | ₪ 46,000 | |||||
Agreement [Member] | Intelicanna Ltd [Member] | ||||||
Stock option grant value | $ 290,000 | |||||
Debt instrument started percentage | 6.00% | 6.00% | ||||
Gross revenue | $ 600,000,000 | |||||
Investment interest percentage description | 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 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. | ||||
Common stock issued shares value | $ 450,000 | |||||
Agreement [Member] | Intelicanna Ltd [Member] | NIS [Member] | ||||||
Stock option grant value | ₪ | ₪ 1,000,000 | |||||
Gross revenue | ₪ | ₪ 2,000,000 | |||||
Common stock issued shares | shares | 1,500,000 | 1,500,000 | ||||
Citrine Global Israel Ltd. [Member] | Services Agreement [Member] | ||||||
Description on agreement terms | 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. | 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 $290,000) in direct financing for working capital purposes. |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | May 31, 2020 | Feb. 29, 2020 | |
Ora Elharar Soffer [Member] | |||
Related Party Transaction [Line Items] | |||
Due from related parties | $ 20,000 | ||
Equity method investment. description | An amount of $271,900, 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. | ||
Compensation earned | $ 271,900 | ||
Ilanit Halperin [Member] | |||
Related Party Transaction [Line Items] | |||
Due from related parties | $ 3,500 | ||
Ilanit Halperin Ilan BenIshay [Member] | |||
Related Party Transaction [Line Items] | |||
Equity method investment. description | An amount of $44,609 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. | ||
Compensation earned | $ 44,609 | ||
Ms. Halperin [Member] | |||
Related Party Transaction [Line Items] | |||
Due from related parties | $ 3,500 | ||
Equity method investment. description | An amount of $87,164, 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. | ||
Compensation earned | $ 87,164 | ||
Chief Financial Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Due from related parties | $ 7,000 |
Related Parties - Schedule of T
Related Parties - Schedule of Transactions and Balances with Related Parties (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accounts payable and accrued expenses | $ 403,673 | |
General and Administrative Expense [Member] | ||
Directors compensation and fees to officers | $ 91,500 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | Apr. 12, 2021USD ($)$ / shares |
A Warrants and B Warrants [Member] | |
Exercise price per share | $ / shares | $ 0.10 |
CL Agreement [Member] | |
Description on agreement terms | 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. |
Debt instrument interest percentage | 9.00% |
CL Agreement [Member] | Maximum [Member] | |
Repayment of notes payable | $ | $ 5,000,000 |