Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55680 | |
Entity Registrant Name | CITRINE GLOBAL, CORP | |
Entity Central Index Key | 0001498067 | |
Entity Tax Identification Number | 68-0080601 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 4 HaOgen Street | |
Entity Address, City or Town | Herzelia | |
Entity Address, Country | IL | |
Entity Address, Postal Zip Code | 4655102 | |
City Area Code | 972 | |
Local Phone Number | 73 7600341 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 942,568,006 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 684,302 | $ 206,278 |
Prepaid share based payment to a service provider | 1,736,534 | |
Trading securities | 521,615 | |
Short-term loan measured at fair value | 165,185 | |
Other current assets | 90,266 | 19,414 |
Total Current assets | 774,568 | 2,649,026 |
Non-current assets | ||
Investments valued under the measurement alternative | 450,000 | 450,000 |
Property and equipment, net | 4,051 | 5,502 |
Total non-current assets | 454,051 | 455,502 |
Total assets | 1,228,619 | 3,104,528 |
Current liabilities | ||
Accounts payable and accrued expenses | 240,308 | 173,799 |
Accrued Compensation | 671,400 | 302,400 |
Fair value of a liability in connection with stock exchange agreement | 71,722 | |
Convertible component in convertible notes | 381,147 | |
Convertible notes | 772,602 | |
Share-based compensation liability | 871,699 | |
Total current liabilities | 1,783,407 | 1,701,670 |
Non-current liabilities | ||
Convertible notes (Note 4D) | 1,372,645 | |
Total liabilities | 3,156,052 | 1,701,670 |
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 | 21,577,743 | 20,414,217 |
Stock to be issued | 44,468 | 30,000 |
Accumulated deficit | (23,749,736) | (19,241,451) |
Accumulated other comprehensive income | 105,836 | 105,836 |
Total stockholders’ equity (deficit) | (1,927,433) | 1,402,858 |
Total liabilities and stockholders’ equity (deficit) | $ 1,228,619 | $ 3,104,528 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 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 - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 11,372 | |||
Cost of revenues | 13,621 | |||
Gross loss | (2,249) | |||
Research and development expenses | (57,564) | (123,287) | (17,586) | |
Marketing, general and administrative expenses | (1,167,826) | (1,058,335) | (3,281,063) | (2,815,282) |
Gain from deconsolidation of a subsidiary | 52,330 | |||
Operating loss | (1,225,390) | (1,058,335) | (3,404,350) | (2,782,787) |
Financing income expenses, net: | ||||
Fair value adjustment of liability in connection with stock exchange agreement | 5,951 | (59,629) | ||
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 | (235,034) | (35,251) | (412,752) | (35,251) |
Loss from extinguishment in connection with convertible loan restructuring (Note 4B) | (619,671) | |||
Other financing income, net | (88,755) | (98,980) | (71,512) | (94,500) |
Financing expenses, net | (323,789) | (171,135) | (1,103,935) | (232,235) |
Net loss attributable to common stockholders | $ (1,549,179) | $ (1,229,470) | $ (4,508,285) | $ (3,015,022) |
Loss per common stock (basic and diluted) | $ (0.01) | |||
Basic weighted average number of shares of common stock outstanding | 942,568,006 | 495,074,789 | 942,568,006 | 389,877,347 |
Comprehensive loss: | ||||
Net loss | $ (1,549,179) | $ (1,229,470) | $ (4,508,285) | $ (3,015,022) |
Other comprehensive expense attributable to foreign currency translation | (9,652) | |||
Comprehensive loss | $ (1,549,179) | $ (1,229,470) | $ (4,508,285) | $ (3,024,674) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit) - USD ($) | Redeemable Preferred Stock [Member]Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock To Be Issued [Member] | Retained Earnings [Member] | Comprehensive Income [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 300,000 | $ 3,545 | $ 10,042,496 | $ 30,000 | $ (10,602,292) | $ 115,488 | $ (410,763) |
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) | ||||||
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 | 4,785,000 | ||||
Issuance of common stock for services, shares | 15,000,000 | ||||||
Waiver of fee by related part | 11,417 | 11,417 | |||||
Other comprehensive income | (9,652) | (9,652) | |||||
Net loss for the period | (688,749) | (688,749) | |||||
Ending balance, value at Mar. 31, 2020 | $ 49,472 | 15,164,986 | 30,000 | (11,291,041) | 105,836 | 4,059,253 | |
Balance, shares at Mar. 31, 2020 | 494,721,815 | ||||||
Beginning balance, value at Dec. 31, 2019 | $ 300,000 | $ 3,545 | 10,042,496 | 30,000 | (10,602,292) | 115,488 | (410,763) |
Balance, shares at Dec. 31, 2019 | 10,344,828 | 35,449,400 | |||||
Net loss for the period | (3,015,022) | ||||||
Ending balance, value at Sep. 30, 2020 | $ 49,686 | 15,980,723 | 30,000 | (13,617,314) | 105,836 | 2,548,931 | |
Balance, shares at Sep. 30, 2020 | 496,865,285 | ||||||
Beginning balance, value at Mar. 31, 2020 | $ 49,472 | 15,164,986 | 30,000 | (11,291,041) | 105,836 | 4,059,253 | |
Balance, shares at Mar. 31, 2020 | 494,721,815 | ||||||
Warrants issued in connection with convertible notes | 301,665 | 301,665 | |||||
Net loss for the period | (1,096,803) | (1,096,803) | |||||
Ending balance, value at Jun. 30, 2020 | $ 49,472 | 15,466,651 | 30,000 | (12,387,844) | 105,836 | 3,264,115 | |
Balance, shares at Jun. 30, 2020 | 494,721,815 | ||||||
Issuance of common stock in exchange investment in marketable securities | $ 214 | 514,072 | 514,286 | ||||
Issuance of common stock in exchange investment in marketable securities, shares | 2,143,470 | ||||||
Net loss for the period | (1,229,470) | (1,229,470) | |||||
Ending balance, value at Sep. 30, 2020 | $ 49,686 | 15,980,723 | 30,000 | (13,617,314) | 105,836 | 2,548,931 | |
Balance, shares at Sep. 30, 2020 | 496,865,285 | ||||||
Beginning balance, value at Dec. 31, 2020 | $ 94,256 | 20,414,217 | 30,000 | (19,241,451) | 105,836 | 1,402,858 | |
Balance, shares at Dec. 31, 2020 | 942,568,006 | ||||||
Net loss for the period | (2,100,414) | (2,100,414) | |||||
Ending balance, value at Mar. 31, 2021 | $ 94,256 | 20,414,217 | 30,000 | (21,341,865) | 105,836 | (697,556) | |
Balance, shares at Mar. 31, 2021 | 942,568,006 | ||||||
Beginning balance, value at Dec. 31, 2020 | $ 94,256 | 20,414,217 | 30,000 | (19,241,451) | 105,836 | 1,402,858 | |
Balance, shares at Dec. 31, 2020 | 942,568,006 | ||||||
Net loss for the period | (4,508,285) | ||||||
Ending balance, value at Sep. 30, 2021 | $ 94,256 | 21,577,743 | 44,468 | (23,749,736) | 105,836 | (1,927,433) | |
Balance, shares at Sep. 30, 2021 | 942,568,006 | ||||||
Beginning balance, value at Mar. 31, 2021 | $ 94,256 | 20,414,217 | 30,000 | (21,341,865) | 105,836 | (697,556) | |
Balance, shares at Mar. 31, 2021 | 942,568,006 | ||||||
Warrants issued in connection with convertible notes | 132,500 | 132,500 | |||||
Modification of warrants in connection with convertible loan restructuring (Note 4B) | 360,802 | 360,802 | |||||
Net loss for the period | (858,692) | (858,692) | |||||
Ending balance, value at Jun. 30, 2021 | $ 94,256 | 20,907,519 | 30,000 | (22,200,557) | 105,836 | (1,062,946) | |
Balance, shares at Jun. 30, 2021 | 942,568,006 | ||||||
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) | |||||
Ending balance, value at Sep. 30, 2021 | $ 94,256 | $ 21,577,743 | $ 44,468 | $ (23,749,736) | $ 105,836 | $ (1,927,433) | |
Balance, shares at Sep. 30, 2021 | 942,568,006 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (4,508,285) | $ (3,015,022) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,451 | 6,664 |
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 | (6,954) |
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 | |
[custom:ShareBasedPaymentToAServiceProvider] | ||
Share-based compensation liability | 871,699 | |
Management fee waiver | 11,417 | |
Fair value adjustment of liability in connection with stock exchange agreement | (57,254) | 59,629 |
Changes in fair value of marketable securities | 36,967 | 49,809 |
Loss from sale of marketable securities | 95,616 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (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 | (70,851) | (33,302) |
Inventory | 6,789 | |
Deferred Revenue | (4,998) | |
Accounts payable and accrued expenses | 438,523 | 45,254 |
Net cash used in operating activities | (421,718) | (613,409) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
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 | 552,758 | (608,810) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from related party loans | 154,341 | |
Proceeds from issuance of common stock, net | 72,000 | |
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 | (3,016) | (2,026) |
Net increase in cash and cash equivalents | 478,024 | 277,096 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 206,278 | 17,636 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 684,302 | 294,732 |
Non-cash transactions: | ||
Conversion preferred stock to common stock | 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) |
GENERAL
GENERAL | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [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 June 3, 2020 the Company established a wholly owned new Israeli subsidiary: CTGL – Citrine Global Israel Ltd, (the “Israeli Subsidiary”). On August 20, 2020, the Israeli Subsidiary, Beezz Home Technologies Ltd., and Golden Holdings Neto Ltd. incorporated Cannovation Center Israel Ltd. Israeli Subsidiary holds 60 On November 22, 2020, certain of the Company’s stockholders representing more than 50 50,000,000 1,550,000,000 1,500,000,000 On July 13, 2021, the Ministry of Economy of the Israeli government recommended to the Israel Land Authority that it approve a grant of 11,687 square meters of industrial land in Yeruham, Israel for Cannovation Center Israel to build the Cannovation Center, to include factories, laboratories, logistics and a distribution center for the medical cannabis, 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. 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. Based on the Company’s current cash balances, and the 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 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 three and nine months ended 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 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 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: SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS 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 September 30, 2021: SCHEDULE OF CHANGES IN FAIR VALUE OF LIABILITIES Changes in Fair value Assets: Short term loan outstanding at December 31, 2020 165,185 Proceeds of short term loan (163,726 ) Interest and change in fair value of short-term loan measured at fair value (1,459 ) Short term loan outstanding at 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 115,289 Outstanding at September 30, 2021 - 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 (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: Loan #1 (See Note 4B) that occurred on August 13, 2021: SCHEDULE OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS 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 (*) the conversion price is 85% of the 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 (*) the conversion price is 85% of the share price, during the period of 5 days preceding the conversion date. Recent Accounting Pronouncements In 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. CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF RESENTATION 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 September 30, 2021 are not expected to have a material impact on the Company’s consolidated financial statements. |
STOCK OPTIONS
STOCK OPTIONS | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK OPTIONS | NOTE 3 – STOCK OPTIONS A. 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. 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 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 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. 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 0.055 CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 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 thousand. The Company recorded a share based compensation expense in the amount of 1,737 |
EVENTS DURING THE PERIOD
EVENTS DURING THE PERIOD | 9 Months Ended |
Sep. 30, 2021 | |
Events During Period | |
EVENTS DURING THE PERIOD | 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 July 9, 2020, the Company transferred to Intelicanna NIS 500,000 145,000 As of September 30, 2021, Intelicanna repaid the full principal of the loan together with 12 46,000 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 0.10 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. 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, 2023 and 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. 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 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 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 (i) Extension of the maturity date on the Outstanding CL Notes to July 31, 2023 5 (ii) Amendment of the conversion price on the Outstanding CL Notes to a fixed conversion price of $ 0.10 (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 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 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. 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. CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) |
RELATED PARTIES
RELATED PARTIES | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | 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 As of 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 an amount of $ 409,400 D. Commencing in February 2020, Ilanit Halperin and Ilan Ben-Ishay, each a director, are each entitled to a monthly fee of $ 3,500 an amount of $ 69,000 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 (from the February 2020 agreement in Note 5D) of $ 7,000 . As of September, 30, 2021, an amount of $ 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 55,000 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 12 month maturity date 12% lower 25% G. See also Notes 3A, 4H and 4I. CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 6 – SUBSEQUENT EVENTS A. On October 20, 2021, the 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 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, , the development, manufacture, distribution and sale C. In October 2021, 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 51% |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 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 three and nine months ended 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 | 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 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 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. 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: SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS 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 September 30, 2021: SCHEDULE OF CHANGES IN FAIR VALUE OF LIABILITIES Changes in Fair value Assets: Short term loan outstanding at December 31, 2020 165,185 Proceeds of short term loan (163,726 ) Interest and change in fair value of short-term loan measured at fair value (1,459 ) Short term loan outstanding at 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 115,289 Outstanding at September 30, 2021 - CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF RESENTATION (cont.) |
Conversion feature | 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 (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: Loan #1 (See Note 4B) that occurred on August 13, 2021: SCHEDULE OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS 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 (*) the conversion price is 85% of the 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 (*) the conversion price is 85% of the share price, during the period of 5 days preceding the conversion date. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS | 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: SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS 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 and assets for the period ended September 30, 2021: SCHEDULE OF CHANGES IN FAIR VALUE OF LIABILITIES Changes in Fair value Assets: Short term loan outstanding at December 31, 2020 165,185 Proceeds of short term loan (163,726 ) Interest and change in fair value of short-term loan measured at fair value (1,459 ) Short term loan outstanding at 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 115,289 Outstanding at September 30, 2021 - |
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: Loan #1 (See Note 4B) that occurred on August 13, 2021: SCHEDULE OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS 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 (*) the conversion price is 85% of the 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 (*) the conversion price is 85% of the share price, during the period of 5 days preceding the conversion date. |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | 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 |
EVENTS DURING THE PERIOD (Table
EVENTS DURING THE PERIOD (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
SCHEDULE OF FAIR VALUE OF WARRANT USING ASSUMPTIONS | 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 |
SCHEDULE OF FAIR VALUE OF WARRANT USING 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 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 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. |
SCHEDULE OF FAIR VALUE OF DEBT | 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 |
Citrine 8 L P [Member] | |
SCHEDULE OF FAIR VALUE OF WARRANT USING ASSUMPTIONS | 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 |
RELATED PARTIES (Tables)
RELATED PARTIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF 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 As of 2021 2020 Convertible notes $ 1,372,645 $ 772,602 Accounts payable and accrued expenses $ 683,673 $ 312,173 |
SCHEDULE OF FINANCIAL ASSETS AN
SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | $ 1,228,619 | $ 3,104,528 |
Total Liabilities | $ 3,156,052 | 1,701,670 |
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 686,800 | |
Total Liabilities | 452,869 | |
Fair Value, Recurring [Member] | Short-term loan [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 165,185 | |
Fair Value, Recurring [Member] | Fair Value of Convertible Component in Convertible Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 381,147 | |
Fair Value, Recurring [Member] | Fair Value of Forward Option [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 71,722 | |
Fair Value, Recurring [Member] | Trading Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 521,615 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | ||
Total Liabilities | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Short-term loan [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value of Convertible Component in Convertible Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value of Forward Option [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Trading Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 521,615 | |
Total Liabilities | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Short-term loan [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value of Convertible Component in Convertible Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value of Forward Option [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Trading Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 521,615 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 165,185 | |
Total Liabilities | 452,869 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Short-term loan [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 165,185 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value of Convertible Component in Convertible Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 381,147 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value of Forward Option [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 71,722 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Trading Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets |
SCHEDULE OF CHANGES IN FAIR VAL
SCHEDULE OF CHANGES IN FAIR VALUE OF LIABILITIES (Details) - USD ($) | Aug. 13, 2021 | Sep. 30, 2021 |
Accounting Policies [Abstract] | ||
Short term loan outstanding at December 31, 2020 | $ 165,185 | |
Proceeds of short term loan | (163,726) | |
Interest and change in fair value of short-term loan measured at fair value | (1,459) | |
Short term loan outstanding at September 30, 2021 | ||
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) | (670,224) |
Commitment for issuance of fixed number of ordinary shares | (14,468) | |
Changes in fair value | 115,289 | |
Outstanding at September 30, 2021 |
SCHEDULE OF FAIR VALUE OF CONVE
SCHEDULE OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS (Details) - USD ($) | Aug. 13, 2021 | Jun. 24, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | ||||
Risk-free interest rate (%) | 0.98% | |||
Expected dividend yield | 0.00% | |||
Contractual term (years) | 5 years | |||
Convertible notes amount | $ 1,372,645 | $ 772,602 | ||
Fair value of the conversion feature (U.S. dollars) | $ 1,132,066 | |||
Expected volatility (%) | 162.10% | |||
Loan #1 [Member] | ||||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | ||||
Expected volatility (%) | 149.04% | 164.43% | ||
Risk-free interest rate (%) | 0.05% | 0.10% | ||
Expected dividend yield | 0.00% | 0.00% | ||
Contractual term (years) | 4 months 2 days | 11 months 12 days | ||
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 | ||
Loan #2 [Member] | ||||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | ||||
Risk-free interest rate (%) | 0.13% | 0.17% | ||
Expected dividend yield | 0.00% | |||
Contractual term (years) | 1 year 4 months 9 days | 1 year 6 months | ||
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 | ||
Expected volatility (%) | 151.48% | 156.80% |
GENERAL (Details Narrative)
GENERAL (Details Narrative) - shares | Jul. 13, 2021 | Nov. 22, 2020 | Aug. 20, 2020 |
Property, Plant and Equipment [Line Items] | |||
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”). | ||
Equity investment percentage | 50.00% | ||
Preferred stock shares undesignated | 50,000,000 | ||
Land transaction description | the Ministry of Economy of the Israeli government recommended to the Israel Land Authority that it approve a grant of 11,687 square meters of industrial land in Yeruham, Israel for Cannovation Center Israel to build the Cannovation Center, to include factories, laboratories, logistics and a distribution center for the medical cannabis, 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. | ||
Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Capital stock shares issued | 1,550,000,000 | ||
Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Capital stock shares issued | 1,500,000,000 | ||
The Cannovation Center [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Percentage of shares hold by certain shareholders | 60.00% |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Number of Options, Granted | 9,003,000 | |
Employees and Directors [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Number of Options outstanding, beginning balance | 46,762 | |
Weighted Average Exercise Price outstanding, beginning balance | $ 0.0011 | |
Number of Options, Granted | ||
Weighted Average Exercise Price, Granted | ||
Number of Options, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Number of Options, Forfeited or expired | ||
Weighted Average Exercise Price, Forfeited or expired | ||
Number of Options, outstanding, ending balance | 46,762 | |
Weighted Average Exercise Price, ending balance | $ 0.0011 | |
Options exercisable, ending balance | 46,762 | |
Weighted Average Exercise Price, Options exercisable, ending balance | $ 0.0011 |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) | Aug. 15, 2021 | Nov. 11, 2020 | Mar. 05, 2020 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ 0.05 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.98% | ||||||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionExpectedVolatilityRate] | 162.10% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 1,132,066 | ||||||
Share based compensation expense | $ 871,699 | $ 1,737,000 | $ 2,201,100 | ||||
Intrinsic value of awards outstanding | $ 106,084 | $ 106,084 | |||||
Intrinsic value stock price per share | $ 0.055 | $ 0.055 | |||||
Stock Issued During Period, Shares, Issued for Services | 13,222,082 | 15,000,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 9,003,000 | ||||||
David Kretzmer [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 9,425,680 | ||||||
Doron Birger [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 2,365,420 | ||||||
Two Thousand Eighteen Stock Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common Stock, Capital Shares Reserved for Future Issuance | 90,000,000 |
SCHEDULE OF FAIR VALUE OF WARRA
SCHEDULE OF FAIR VALUE OF WARRANT USING ASSUMPTIONS (Details) | 1 Months Ended | 9 Months Ended |
Jun. 24, 2021USD ($)$ / shares | Sep. 30, 2021USD ($)$ / shares | |
Risk-free interest rate (%) | 0.98% | |
Expected dividend yield | 0.00% | |
Contractual term (years) | 5 years | |
Fair value (U.S. dollars) | $ | $ 1,132,066 | |
Convertible notes amount (US dollars) | $ | $ 350,000 | |
Fair value of the conversion feature (US dollars) | $ | $ 307,898 | |
Monte Carlo Simulation Model [Member] | ||
Contractual term (years) | 1 year 6 months | |
Convertible notes amount (US dollars) | $ | $ 397,293 | |
Fair value of the conversion feature (US dollars) | $ | $ 116,534 | |
Monte Carlo Simulation Model [Member] | Measurement Input, Option Volatility [Member] | ||
Underlying share price (US dollars) | 1.568 | |
Monte Carlo Simulation Model [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Underlying share price (US dollars) | 0.0017 | |
Monte Carlo Simulation Model [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Underlying share price (US dollars) | 0 | |
Monte Carlo Simulation Model [Member] | Measurement Input, Share Price [Member] | ||
Underlying share price (US dollars) | 0.03 | |
A Warrant [Member] | Citrine 8 L P [Member] | ||
Expected volatility (%) | 156.80% | |
Risk-free interest rate (%) | 0.37% | |
Expected dividend yield | 0.00% | |
Contractual term (years) | 2 years 6 months | |
Conversion price | $ 0.1 | |
Underlying share price (U.S. dollars) | $ 0.03 | |
Fair value (U.S. dollars) | $ | $ 183,875 | |
B Warrant [Member] | Citrine 8 L P [Member] | ||
Expected volatility (%) | 156.80% | |
Risk-free interest rate (%) | 0.59% | |
Expected dividend yield | 0.00% | |
Contractual term (years) | 3 years 6 months | |
Conversion price | $ 0.1 | |
Underlying share price (U.S. dollars) | $ 0.03 | |
Fair value (U.S. dollars) | $ | $ 220,188 | |
Before the Change [Member] | A Warrant [Member] | ||
Expected volatility (%) | 150.50% | |
Risk-free interest rate (%) | 0.04% | |
Expected dividend yield | 0.00% | |
Contractual term (years) | 2 months 4 days | |
Conversion price | $ 0.26 | |
Underlying share price (U.S. dollars) | $ 0.07 | |
Fair value (U.S. dollars) | $ | $ 3,030 | |
Before the Change [Member] | B Warrant [Member] | ||
Expected volatility (%) | 158.70% | |
Risk-free interest rate (%) | 0.08% | |
Expected dividend yield | 0.00% | |
Contractual term (years) | 1 year 2 months 4 days | |
Conversion price | $ 0.31 | |
Underlying share price (U.S. dollars) | $ 0.07 | |
Fair value (U.S. dollars) | $ | $ 120,822 | |
After the Change [Member] | A Warrant [Member] | ||
Expected volatility (%) | 158.70% | |
Risk-free interest rate (%) | 0.08% | |
Expected dividend yield | 0.00% | |
Contractual term (years) | 1 year 2 months 4 days | |
Conversion price | $ 0.1 | |
Underlying share price (U.S. dollars) | $ 0.07 | |
Fair value (U.S. dollars) | $ | $ 210,961 | |
After the Change [Member] | B Warrant [Member] | ||
Expected volatility (%) | 158.70% | |
Risk-free interest rate (%) | 0.22% | |
Expected dividend yield | 0.00% | |
Contractual term (years) | 2 years 2 months 4 days | |
Conversion price | $ 0.1 | |
Underlying share price (U.S. dollars) | $ 0.07 | |
Fair value (U.S. dollars) | $ | $ 273,693 |
SCHEDULE OF FAIR VALUE OF DEBT
SCHEDULE OF FAIR VALUE OF DEBT (Details) | Jun. 24, 2021USD ($) |
Short-term Debt [Line Items] | |
Fair value of debt | $ 350,000 |
Conversion Component [Member] | |
Short-term Debt [Line Items] | |
Fair value of debt | 116,534 |
Warrants [Member] | |
Short-term Debt [Line Items] | |
Fair value of debt | 132,500 |
Convertible Notes [Member] | |
Short-term Debt [Line Items] | |
Fair value of debt | $ 100,966 |
EVENTS DURING THE PERIOD (Detai
EVENTS DURING THE PERIOD (Details Narrative) | Aug. 15, 2021shares | Aug. 13, 2021USD ($)$ / shares | Aug. 09, 2021USD ($)shares | Jun. 24, 2021USD ($)$ / sharesshares | May 31, 2021USD ($) | Apr. 12, 2021USD ($)$ / shares | Jul. 09, 2020USD ($) | Jul. 09, 2020ILS (₪) | Jun. 25, 2020USD ($) | Jun. 25, 2020ILS (₪) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2021ILS (₪) | Sep. 30, 2020USD ($) | Nov. 22, 2020 | May 31, 2020 |
Gross Profit | $ (2,249) | ||||||||||||||||
Gain (Loss) on Extinguishment of Debt | (619,671) | ||||||||||||||||
Fair Value Adjustment of Warrants | 404,063 | ||||||||||||||||
Convertible Debt, Fair Value Disclosures | $ 307,898 | ||||||||||||||||
Conversion price | $ 670,224 | $ 670,224 | |||||||||||||||
Ownership percentage | 50.00% | ||||||||||||||||
[custom:AwardBonusPercentageDescription] | 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. | ||||||||||||||||
Board of Directors [Member] | |||||||||||||||||
Compensation description | 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. | ||||||||||||||||
Intelicanna Ltd. [Member] | |||||||||||||||||
Debt instrument started percentage | 12.00% | 12.00% | 12.00% | ||||||||||||||
Common stock issued shares value | $ 500,000 | $ 145,000 | ₪ 500,000 | ||||||||||||||
Repaid loan amount | $ 14,000 | ₪ 46,000 | |||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 535,867 | ||||||||||||||||
Agreement [Member] | |||||||||||||||||
Debt instrument started percentage | 20.00% | ||||||||||||||||
Agreement [Member] | Intelicanna Ltd. [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 290,000 | ₪ 1,000,000 | |||||||||||||||
Debt instrument started percentage | 6.00% | 6.00% | |||||||||||||||
Gross Profit | ₪ | ₪ 2,000,000 | ||||||||||||||||
Debt 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 | ₪ 1,500,000 | |||||||||||||||
Agreements [Member] | Intelicanna Ltd. [Member] | |||||||||||||||||
Gross Profit | $ 600,000 | ||||||||||||||||
CL Agreement [Member] | |||||||||||||||||
Debt description | 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. | ||||||||||||||||
Proceeds from investment | $ 5,000,000 | ||||||||||||||||
Gain (Loss) on Extinguishment of Debt | 619,671 | ||||||||||||||||
Related Party Costs | $ 360,802 | ||||||||||||||||
Principal amount | $ 1,520,000 | ||||||||||||||||
Debt maturity date | Jul. 31, 2023 | ||||||||||||||||
Conversion price per share | $ / shares | $ 0.10 | ||||||||||||||||
CL Agreement [Member] | Minimum [Member] | |||||||||||||||||
Proceeds from investment | $ 5,000,000 | ||||||||||||||||
CL Agreement [Member] | A Warrant [Member] | |||||||||||||||||
Warrant exercise price | $ / shares | $ 0.10 | ||||||||||||||||
CL Agreement [Member] | B Warrant [Member] | |||||||||||||||||
Warrant exercise price | $ / shares | $ 0.10 | ||||||||||||||||
Citrine Global Israel Ltd. [Member] | Services Agreement [Member] | |||||||||||||||||
[custom:DescriptionOnAgreementTerms] | On June 25, 2020, the Company and the Israeli Subsidiary entered into an agreement to grant Intelicanna Ltd. (“Intelicanna”) New Israeli Shekel (“NIS”) | On June 25, 2020, the Company and the Israeli Subsidiary entered into an agreement to grant Intelicanna Ltd. (“Intelicanna”) New Israeli Shekel (“NIS”) | |||||||||||||||
Citrine 8 L P [Member] | |||||||||||||||||
Proceeds from Loans | $ 350,000 | ||||||||||||||||
Citrine 8 L P [Member] | A Warrant [Member] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 10,500,105 | ||||||||||||||||
Citrine 8 L P [Member] | B Warrant [Member] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 10,500,105 | ||||||||||||||||
Citrine 8 L P [Member] | Warrant [Member] | |||||||||||||||||
Warrant exercise price | $ / shares | $ 0.10 | ||||||||||||||||
Warrants and Rights Outstanding, Maturity Date | Dec. 24, 2023 | ||||||||||||||||
Intelicanna Ltd. [Member] | |||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 619,589 | ||||||||||||||||
[custom:AggregateGrossproceedsOfOrdinaryShares] | shares | 1,260,611 | ||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 389,032 | ||||||||||||||||
iBOT Israel Botanicals Ltd [Member] | |||||||||||||||||
Ownership percentage | 60.00% |
SCHEDULE OF TRANSACTIONS AND BA
SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Share base compensation | $ 871,699 | $ 1,737,000 | $ 2,201,100 | ||
Convertible notes | 1,372,645 | 1,372,645 | $ 772,602 | ||
Accounts Payable and Accrued Liabilities | $ 683,673 | 683,673 | $ 312,173 | ||
Research and Development Expense [Member] | |||||
Fees to officers | 24,000 | ||||
General and Administrative Expense [Member] | |||||
Directors compensation and fees to officers | 1,225,199 | 216,000 | |||
Share base compensation | $ 871,699 |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Sep. 29, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | May 31, 2020 | Feb. 29, 2020 | |
I B O T [Member] | |||||
Related Party Transaction [Line Items] | |||||
Advances to a reated party | $ 50,000 | ||||
Maturity date description | 12 month maturity date | ||||
Debt instrument interest rate | 12.00% | ||||
Debt discount | 25.00% | ||||
Ora Elharar Soffer [Member] | |||||
Related Party Transaction [Line Items] | |||||
Advances to a reated party | $ 20,000 | ||||
Equity method investment. description | an amount of $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. | ||||
Compensation earned | $ 409,400 | ||||
Ilanit Halperin [Member] | |||||
Related Party Transaction [Line Items] | |||||
Advances to a reated party | $ 3,500 | ||||
Ilanit Halperin Ilan BenIshay [Member] | |||||
Related Party Transaction [Line Items] | |||||
Equity method investment. description | an amount of $69,000 representing compensation earned by Mr. Ben-Ishay, was deferred until the Company consummates an investment of at least $1.8 million in the Company’s securities. | ||||
Compensation earned | $ 69,000 | ||||
Ms. Halperin [Member] | |||||
Related Party Transaction [Line Items] | |||||
Advances to a reated party | $ 7,000 | ||||
Equity method investment. description | 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 | $ 132,000 | ||||
[custom:DueFromRelatedParty-0] | $ 3,500 | ||||
David Kretzmer [Member] | |||||
Related Party Transaction [Line Items] | |||||
Advances to a reated party | $ 7,000 | ||||
Equity method investment. description | Adv. David Kretzmer, was deferred until the Company consummates an investment of at least $1.8 million in the Company’s securities. | ||||
Compensation earned | $ 55,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] $ in Millions | 1 Months Ended |
Oct. 31, 2021USD ($) | |
Subsequent Event [Line Items] | |
Gross proceeds | $ 1 |
Purchase Issuance Percentage | 51.00% |