Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 13, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
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 | Yes | |
Entity Interactive Data Current | Yes | |
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 ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 293 | $ 270 |
Restricted cash | 9 | 10 |
Short-term loan granted to others | 16 | 15 |
Prepaid expenses | 17 | 30 |
Other current assets | 51 | 24 |
Total Current assets | 386 | 349 |
Non-current assets | ||
Investments valued under the measurement alternative | 450 | 450 |
Property and equipment, net | 255 | 256 |
Total non-current assets | 705 | 706 |
T o t a l assets | 1,091 | 1,055 |
Current liabilities | ||
Accounts payable and accrued expenses | 228 | 226 |
Accrued compensation | 1,004 | 838 |
Total current liabilities | 1,232 | 1,064 |
Convertible component in convertible notes | 397 | |
Convertible notes | 1,655 | 1,431 |
T o t a l liabilities | 3,284 | 2,495 |
Stockholders’ Deficit | ||
Common stock, par value $0.0001 per share, 1,500,000,000 shares authorized at March 31, 2022 and December 31, 2021; 942,568,006 shares issued and outstanding at March 31, 2022 and December 31, 2021 | 94 | 94 |
Additional paid-in capital | 22,043 | 22,073 |
Stock to be issued | 44 | 44 |
Accumulated deficit | (24,486) | (23,757) |
Accumulated other comprehensive income | 112 | 106 |
T o t a l stockholders’ deficit | (2,193) | (1,440) |
T o t a l liabilities and stockholders’ deficit | $ 1,091 | $ 1,055 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common Stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued | 942,568,006 | 942,568,006 |
Common stock, shares outstanding | 942,568,006 | 942,568,006 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Research and development expenses | $ (25) | |
Marketing, general and administrative expenses | (315) | (1,975) |
Operating loss | (340) | (1,975) |
Financing expenses, net: | ||
Expenses related to convertible loan terms | (379) | (122) |
Other financing expenses, net | (10) | (3) |
Financing expenses, net | (389) | (125) |
Net loss attributable to common stockholders | $ (729) | $ (2,100) |
Loss per common stock (basic) | $ 0 | $ 0 |
Basic weighted average number of shares of common stock outstanding | 942,568,006 | 942,568,006 |
Comprehensive loss: | ||
Net loss | $ (729) | $ (2,100) |
Other comprehensive income attributable to foreign currency translation | 6 | |
Comprehensive loss | $ (723) | $ (2,100) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Preferred Stock [Member]Redeemable Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock to be Issued [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 94 | $ 20,414 | $ 30 | $ (19,241) | $ 106 | $ 1,403 | |
Beginning Balance, shares at Dec. 31, 2020 | 942,568,006 | ||||||
Net loss for the period | (2,100) | (2,100) | |||||
Ending balance, value at Mar. 31, 2021 | $ 94 | 20,414 | 30 | (21,341) | 106 | (697) | |
Ending Balance, shares at Mar. 31, 2021 | 942,568,006 | ||||||
Beginning balance, value at Dec. 31, 2021 | $ 94 | 22,073 | 44 | (23,757) | 106 | (1,440) | |
Beginning Balance, shares at Dec. 31, 2021 | 942,568,006 | ||||||
Extinguishment of convertible note | (162) | (162) | |||||
Warrants issued in connection with convertible notes | 100 | 100 | |||||
Share based compensation | 32 | 32 | |||||
Other comprehensive income | 6 | 6 | |||||
Net loss for the period | (729) | (729) | |||||
Ending balance, value at Mar. 31, 2022 | $ 94 | $ 22,043 | $ 44 | $ (24,486) | $ 112 | $ (2,193) | |
Ending Balance, shares at Mar. 31, 2022 | 942,568,006 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (729) | $ (2,100) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1 | 1 |
Finance expenses, net | 3 | |
Financial expenses with respect to convertible notes and loans | 378 | 95 |
Share based payment | 32 | 1,736 |
Fair value adjustment of liability in connection with stock exchange agreement | 23 | |
Changes in fair value of marketable securities | 1 | |
Changes in operating assets and liabilities: | ||
Increase in inventory | (18) | |
Prepaid and other current assets | 4 | 7 |
Accounts payable and accrued expenses | 168 | 156 |
Net cash used in operating activities | (161) | (81) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (4) | |
Repayments of short-term loan granted to others | 164 | |
Net cash provided by (used in) investing activities | (4) | 164 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of secured promissory note | 180 | |
Net cash provided by financing activities | 180 | |
Effect of exchange rates on cash and cash equivalents | 7 | |
Net increase in cash and cash equivalents | 22 | 83 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD | 280 | 206 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | 302 | 289 |
Non-cash transactions: | ||
Fair Value of convertible component in convertible loan | (48) | |
Warrants issued in connection with convertible notes | (100) | |
Extinguishment of convertible notes | $ (162) |
GENERAL
GENERAL | 3 Months Ended |
Mar. 31, 2022 | |
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 July 21, 2020, the Israeli Subsidiary began to work with certain Company shareholders, Beezz Home Technologies Ltd., in which Ora Elharar Soffer, the Company’s chairperson and CEO holds shares, and Golden Holdings Neto Ltd., in which Ilan Ben-Ishai, a director of the Company, holds shares, have been working towards establishing an Operational Innovation Center focuses on the medical cannabis industry, CBD, hemp, botanical, food supplements and cosmetics products. The Company’s Board of Directors approved the Israeli Subsidiary to proceed with preparations for entering into an agreement to incorporate a new company, named Cannovation Center Israel Ltd. (“Cannovation”), with Beezz Home Technologies Ltd.and Golden Holdings Neto Ltd., and to accept limitations on the Israeli Subsidiary’s rights in the Cannovation Center if and as mandated under Israeli regulations on the involvement of foreign entities. On August 4, 2020, the Board of the Company approved for the Company and its Israeli Subsidiary to proceed with preparations for investing in iBOT Israel Botanicals Ltd., an Israeli nutritional supplements’ company developing and manufacturing botanical formulas and nutritional supplements for custom & contract manufacturing for leading botanical companies (“iBOT”). iBOT has a manufacturing facility for a wide range of botanical formulations. iBOT’s manufacturing facility is approved by the Israeli Ministry of Health and is GMP-certified, ISO9001-certified and HACCP certified by IQC. The principal shareholders and control persons of iBOT are the Company’s Chief Executive Officer and a Company director. On August 4, 2020, the Board of Directors approved for the Company and Citrine Global Israel to proceed with preparations for investing in iBOT. On August 9, 2021, through the 60 % owned subsidiary Cannovation Center Israel, the Company entered into an agreement with iBOT pursuant to which iBOT agreed to manufacture a line of nutritional supplements for Cannovation Center Israel, including packaging and storage. On September 29, 2021, the Company agreed to advance to iBOT, up to $ 50 thousands with a 12 month maturity date and the Company transferred, as a first tranche, $ 15 thousands on October 8, 2021. The loan bears interest at an effective annual interest rate of 12 % as and is convertible, at the option of Citrine Global, into equity shares of iBOT at conversion rate equal to the lower of (i) 25 % discount to the most recent round of capital raised by iBOT during the term of the loan and (ii) the rate specified in the framework agreement]. In addition, the agreement provided that the Israeli subsidiary is entitled to convert the outstanding loan, in whole or in part, to satisfy payments of amounts owed to iBOT under the services agreements between the parties 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 million or which will result in a change in control in iBOT following such issuance, then iBOT is to give to the Citrine Global Group written notice of such proposed issuance and the relevant terms thereof and the Citrine Global Group shall have ten (10) days thereafter to determine if it elects to purchase a minimum of 51% of the proposed issuance on the price and other terms specified in the notice sent by iBOT (the “Pre-Emption Right”). If the Citrine Global Group elects to exercise the Pre-Emption Right, such purchase is to take place at no more than 90 days following the expiration of the 10 day notice period to the Citrine Global Group. Any iBOT securities of the Pre-Emption Right that Citrine Global Group elects to not purchase are to be sold by not later than 90 days following the end of the Citrine Global Group’s notice period and if such shares are not sold to such third party within the 90 day period, the Pre-Emption right shall apply to any subsequent proposed issuance. The preemption right does not apply to certain specified exceptions. On August 20, 2020, the Israeli Subsidiary, Beezz Home Technologies Ltd., and Golden Holdings Neto Ltd. incorporated Cannovation. Israeli Subsidiary holds 60 CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 1 - GENERAL (cont.) Stock split 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 Financial support from shareholders The Company has not yet to generate revenues and is dependent on raising funds from its current shareholders or from other sources. On April 13, 2021, Citrine S A L, 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 March 17, 2022, Citrine S A L Investment & Holding Ltd. extended this support through June 30, 2023. The Company has no significant firm commitments that require it to remit cash, and can control the level of expenses it incurs. 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. COVID-19 On March 11, 2020, the World Health Organization declared the outbreak of a novel coronavirus (SARS-CoV-2) to be a global pandemic (COVID-19), which continues to spread throughout the world. The COVID-19 pandemic is having significant effects on global markets, supply chains, businesses, and communities. Specifically with respect to the Company, COVID-19 may impact various parts of its 2022 plans, operations and financial results, including but not limited to difficulties in obtaining additional financing. The Company considered the impact of COVID-19 on the estimates and assumptions and determined that there were no material adverse impacts on the consolidated financial statements for the period ended December 31, 2021 and 2020. The Company believes it is taking appropriate actions to mitigate the negative impact, including by focusing its activities initially only within the country of Israel. However, the full impact of COVID-19 is unknown and cannot be reasonably estimated as these events are still developing. CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2022 | |
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 herein have not been audited by an independent registered public accounting firm but 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 months ended March 31, 2022. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2022. 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, 2021. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates include fair value estimates of derivative liabilities and assets. Actual results could differ from those estimates. CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (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: CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont.) Fair value (cont.) Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values. Fair value measurements are required to be disclosed by the level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), (ii) segregating those gains or losses included in earnings, and (iii) a description of where those gains or losses included in earning are reported in the statement of operations. The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows: SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS Balance as of March 31, 2022 Level 1 Level 2 Level 3 Total US$ in thousands Liabilities: Fair value of convertible component in convertible notes - - 397 397 Total liabilities - - 397 397 The following table presents the changes in fair value of the level 3 liabilities for the period ended March 31, 2022: SCHEDULE OF CHANGES IN FAIR VALUE OF LIABILITIES Changes in Fair value US$ in thousands Liabilities: Outstanding at December 31, 2021 - Initial recognition of equity component as part of modification in note terms 162 Initial recognition of convertible component as part of convertible notes issued 48 Changes in fair value 187 Outstanding at March 31, 2022 397 CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont.) Recent Accounting Pronouncements On October 1, 2021, the Company early adopted 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), which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. The new standard was effective for us beginning January 1, 2022, with early adoption permitted. The adoption of this new standard is not expected to have a material impact on the consolidated financial statements. Other new pronouncements issued but not effective as of March 31, 2022 are not expected to have a material impact on the Company’s consolidated financial statements. |
STOCK OPTIONS
STOCK OPTIONS | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK OPTIONS | NOTE 3 – STOCK OPTIONS The following table presents the Company’s stock option activity for employees and directors of the Company for the year ended March 31, 2022: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price ($) Outstanding at December 31, 2021 23,628,962 0.05 Granted - - Exercised - - Forfeited or expired - - Outstanding at March 31, 2022 23,628,962 0.05 Number of options exercisable at March 31, 2022 18,324,767 0.05 The stock options outstanding as of March 31, 2022, have been separated into exercise prices, as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING Exercise price Stock options outstanding Weighted average remaining contractual life – years Stock options vested As of March 31, 2022 0.0011 46,762 46,762 0.05 23,582,200 4.75 18,278,005 23,628,962 4.75 18,324,767 Compensation expense recorded by the Company in respect of its stock-based compensation awards for the period ended March 31, 2022 was $ 27 thousands and are included in General and Administrative expenses in the Statements of Operations. CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) |
EVENTS DURING THE PERIOD
EVENTS DURING THE PERIOD | 3 Months Ended |
Mar. 31, 2022 | |
Events During Period | |
EVENTS DURING THE PERIOD | NOTE 4 – EVENTS DURING THE PERIOD A. On January 5, 2022, Citrine 9 LP, one of the Buyer entities (hereinafter “Citrine 9”) agreed to honor a Draw Down Notice (as defined in the Convertible Note Agreement) for, and has advanced to the Company, $ 180 July 31, 2023 5 9 As provided for under the terms of the Convertible Note Agreement, Citrine 9 will be issued 6,666,667 6,666,667 the Series A warrants are exercisable beginning July 5, 2022 through July 5, 2024 the Series B warrants are exercisable beginning July 5, 2022 through July 5, 2025 0.05 The Company allocated the proceeds received to the freestanding components – the convertible loan, A Warrants and B Warrants, based on their relative fair values, since all three components will not be subsequently measured at fair value (see below), Conversion feature In accordance with ASC 815-15-25 the conversion feature was considered a liability classified embedded derivative instrument, and is to be recorded at its fair value separately from the convertible notes, within non-current liabilities in the Company’s balance sheet. The conversion component is then remeasured at fair value at each reporting period with the resulting gains or losses shown in the statements of operations. The fair value of the convertible component was estimated by third party appraiser as weighted average of the two possible scenarios of the total convertible notes amount conversion (each, 50% probability): The scenario in which the convertible loan would be converted prior to its maturity (scenario 1) was estimated by the appraiser using the Black-Scholes option pricing model, to compute the fair value of the derivative and to market the fair value of the derivative at each balance sheet date. The following are the data and assumptions used as of issuance dates and as of the balance sheet date: SCHEDULE OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS January 5, 2022 March 31, 2022 Dividend yield (%) 0 % 0 % Risk-free interest rate (%) 0.65 % 1.85 % Expected term (years) 1.57 1.33 Volatility 154.86 % 158.60 % Share price (U.S. dollars) 0.025 0.022 Exercise price (U.S. dollars) 0.05 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 56 44 CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 4 – EVENTS DURING THE PERIOD (cont.) The scenario in which the Company would raise at least $ 5 January 5, 2022 March 31, 2022 Dividend yield (%) 0 % 0 % Risk-free interest rate (%) 0.40 % 1.35 % Expected term (years) 0.99 0.75 Volatility 158 % 158.30 % Share price (U.S. dollars) 0.025 0.022 Exercise price (U.S. dollars) 0.05 0.05 Fair value of the conversion feature U.S. dollars in thousands) 40 27 The fair value of the convertible component was estimated by the third-party appraiser after giving effect to the weighted average of the two possible scenarios as of issuance dates was $ 41 thousands and as of March 31, 2022 was $ 35 thousands . Warrants The fair value of the warrants as of the drawdowns dates was estimated at $ 255 thousands using the Black-Scholes option-pricing model and is presented within the consolidated statements of changes in shareholders equity (deficit). The following are the data and assumptions used: SUMMARY OF WARRANTS Warrants A Dividend yield (%) 0 % Risk-free interest rate (%) 0.96 % Expected term (years) 2.5 Volatility 159.70 % Share price (U.S. dollars) 0.025 Exercise price (U.S. dollars) 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 119 Warrants B Dividend yield (%) 0 % Risk-free interest rate (%) 1.18 % Expected term (years) 3.5 Volatility 159.70 % Share price (U.S. dollars) 0.025 Exercise price (U.S. dollars) 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 136 CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 4 – EVENTS DURING THE PERIOD (cont.) Fair Value Proportional Allocation The fair value of the note was estimated at $ 154 Based on the above, the fair value proportion allocation as of January 5, 2022 was as follows: SCHEDULE OF FAIR VALUE OF DEBT June 24, 2021 (US dollars in thousands) Conversion Component $ 48 Warrants 100 Convertible Notes 32 Total $ 180 B. Additionally, on January 5, 2022, the Company and the related entities who are the signatory lenders (hereinafter the “Buyers”) under the Convertible Loan Agreement dated as of April 1, 2020 (the “CL Agreement”) with the Company entered into the Fourth Amendment to the CL Agreement pursuant to which the following was agreed to: (i) The principal and accrued interest on all outstanding loans in the aggregate principal amount of $ 1,700,000 (ii) The conversion price on all outstanding notes under the CL Agreement was adjusted to a conversion price of $ 0.05 per share (iii) The exercise price on all outstanding warrants issued in connection with advances made under the CL Agreement was adjusted to an exercise price of $ 0.05 per share. The Company concluded that the change in terms does not give rise to a trouble debt restructuring, as no concession was given to the Company. Therefore, the Company went on to assess the whether the terms of the modified note are substantially different. The Company concluded that the change in terms should be accounted for as a debt extinguishment.debt extinguishment. Following the abovementioned amendment on January 5, 2022, 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 meets the bifurcation criteria, the fair value of the conversion component calculated as of January 5, 2022, in the amount of $ 162 , was reclassified from shareholders equity to short-term liability at that date. As of March 31, 2022, the fair value of the convertible component was estimated at $ 361 . Changes in fair value were recorded as interest expenses. Conversion feature In accordance with ASC 815-15-25 the conversion feature was considered an embedded derivative instrument, and is to be recorded at its fair value separately from the convertible notes, within non-current liabilities in the Company’s balance sheet. The conversion component is then remeasured at fair value at each reporting period with the resulting gains or losses shown in the statements of operations. The fair value of the convertible component was estimated by third party appraiser as weighted average of the two possible scenarios of the total convertible notes amount conversion (each, 50% probability): CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 4 – EVENTS DURING THE PERIOD (cont.) The scenario in which the convertible loan would be converted prior to its maturity (scenario 1) was estimated by the appraiser using the Black-Scholes option pricing model, to compute the fair value of the derivative and to market the fair value of the derivative at each balance sheet date. The following are the data and assumptions used as of issuance dates and as of the balance sheet date: June 15, 2020 convertible loans April 1, 2021 convertible loans March 31, 2022 June 15, 2020 convertible loans April 1, 2021 convertible loans Dividend yield (%) 0 0 Risk-free interest rate (%) 1.85 % 1.85 % Expected term (years) 1.33 1.33 Volatility 158.6 % 158.6 % Share price (U.S. dollars) 0.022 0.022 Exercise price (U.S. dollars) 0.05 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 359 89 The scenario in which the Company would raise at least $ 5 June 15, 2020 convertible loans April 1, 2021 convertible loans March 31, 2022 June 15, 2020 convertible loans April 1, 2021 convertible loans Dividend yield (%) 0 0 Risk-free interest rate (%) 1.35 % 1.85 % Expected term (years) 0.75 1.33 Volatility 158.3 % 158.6 % Debt instrument measurement input 158.3 % 158.6 % Share price (U.S. dollars) 0.022 0.022 Exercise price (U.S. dollars) 0.05 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 219 54 The fair value of the convertible component was estimated by the third-party appraiser after giving effect to the weighted average of the two possible scenarios as of March 31, 2022 was $ 289 thousands and $ 72 thousands. C. On February 8, 2022, Cannovation Ltd received from the Israel Land Authority (“ILA”) a counter-signed development agreement to purchase rights for long term lease to 11,687 D. On February 15, 2022, the Company signed an investor relations service agreement with a consultant pursuant to which the Company agreed to pay the consultant a monthly retainer of $ 5,000 1,800,000 CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) |
RELATED PARTIES
RELATED PARTIES | 3 Months Ended |
Mar. 31, 2022 | |
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 2022 2021 Three months ended March 31 2022 2021 Research and development expenses: Directors compensation and fees to officers 25 - Research and development expenses 25 - General and administrative expenses: Directors compensation and fees to officers (*) 176 92 (*) Share based compensation 27 - General and administrative expenses 27 - Financing expenses, net: Interest on loan 379 - B. Balances with related parties: As of March 31, 2022 2021 Current Assets: Short term loan 16 - Prepaid expenses 18 - 34 - Current Liabilities: Convertible notes - 879 Accrued compensation 1,024 404 1,024 1,283 Non-current Liabilities: Convertible notes 1,655 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Forward-looking Statements This Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws, and is subject to the safe-harbor created by such Act and laws. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of such terms, or other variations thereon or comparable terminology. The statements herein and their implications are merely predictions and therefore inherently subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results, performance levels of activity, or our achievements, or industry results to be materially different from those contemplated by the forward-looking statements. Except as required by law, we undertake no obligation to release publicly the result of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Further information on potential factors that could affect our business is described under the heading “Risk Factors” in Part I, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 as filed with the Securities and Exchange Commission, or the SEC, on April 8, 2022. Readers are also urged to carefully review and consider the various disclosures we have made in that report. As used in this quarterly report, the terms “we”, “us”, “our”, the “Company” and “Citrine” mean Citrine Global, Corp. and our wholly-owned subsidiary CTGL -Citrine Global Israel Ltd. unless otherwise indicated or as otherwise required by the context. Overview We are a plant-based wellness & pharma solutions company. Our business activity is primarily comprised of developing wellness and pharma solutions, focused on science backed plant-based products to improve quality of life and complementary solutions for balancing side effects caused by using medicines, cannabis, treatments, or an unbalanced lifestyle. The global health and wellness market is expected to reach USD 7.6 trillion by 2030, growing at a CAGR of 5.5% from 2021 to 2030 1 2 3 We believe the power of plant-based solutions from nature can help improve people’s health and quality of life. We have built an end-to-end strategy to bring to market innovative plant-based wellness and pharma solutions covering the whole spectrum from innovation, research and development, product development, infrastructure for production and manufacturing, distribution, and marketing and sales on a global scale. Leveraging technology and research, we are focused on developing products portfolio based on rigorous scientific research ranging from synergistic botanicals, herbal extract tinctures, medicinal mushrooms together with plant extracts, vitamins, minerals, botanical formulations from seeds, roots, bark, fruits and a wide variety of plants that contain substances with health-supportive effects. Such supportive effects include, but aren’t limited to, enhancing oral care, anti-inflammatory properties, relaxation, sleep enhancement, energizing, mood and body balancing, and alleviating side effects. Our headquarters and top executives are based in Israel, where we operate via our 100%-owned-subsidiary “CTGL Citrine Global Israel Ltd.” and 60%-owned “Cannovation Center Israel Ltd.” Our experienced team and partners are leaders in their respective fields with proven track records as top-level businesspeople and executives in technology, high-tech, biotech, investments, entrepreneurship, real estate, finance, and proven experience in bringing companies to global success. We have a professional, experienced group of primary shareholders that include Citrine S A L Investment & Technologies, which are supporting the Company. 1 Health and Wellness Market Size to Hit USD 7,656.7 Bn by 2030 2 An inside look into the 2021 global consumer health and wellness revolution 3 Increasing Health Consciousness Among Consumers to Shift the Global Prebiotic Ingredients Market Our presence in Israel combined with our close contacts with leading universities, researchers, companies, shareholder and governmental support powers us to access the latest technologies, talent, and innovation to bring innovative solutions to the global market. Our mission is to become a leading company for plant-based wellness & pharma solutions to improve people’s quality of life. Our recent achievements and upcoming milestones include: Developing & Bringing Plant-Based Wellness & Pharma Products to Market We are developing plant-based solutions which include products for improving quality of life and complementary solutions for balancing selected side effects caused by using medicines, cannabis, treatments, or an unbalanced lifestyle. In December 2021 we finalized the development of 25 proprietary formulations in multiple form factors under the brand name of Green Side by Side™ for the wellness industry. The Green Side by Side™ product line includes herbals medicinal mushrooms, vitamins, minerals, and a variety of researched plants known for their healing qualities that contain substances with different anti-inflammatory properties and a variety of health-supportive effects that are relaxing, sleep enhancing, energizing, mood and body balancing, as well as enhancing oral care, alleviating side effects, and many botanical formulations that we target for balancing selected side effects and improving quality of life. Green Side by Side products are manufactured in Israel in a GMP-certified manufacturing facility approved by the Israeli Ministry of Health. In Q1 2022 we launched in the Israeli market several products from the Green Side by Side™ product line, which includes the SmokLy TM We have commercially started marketing the products with a local Israeli partner that is targeting medical cannabis distribution channels and we plan to expand our activity in the Israeli market as well as distribute worldwide with local partners and according to local regulations. Green Side by Side is positioned to capture market share in the nutritional supplements market that is expected to reach $625 billion by 2030 4 IP and Research & Development Strategy Our IP strategy and R&D roadmap include building our patent portfolio, conducting clinical studies, advancing products through regulatory approvals. Leveraging technology and research, we continue to innovate, developing solutions that combine botanical formulations, herbal extracts, tinctures, sprays and other natural delivery methods with a variety of researched plants known for their healing qualities. We target to bring to the wellness and pharma market innovative products to improve quality of life and complementary solutions for balancing selected side effects caused by medicines, treatments, cannabis, aging, stress, or an unbalanced lifestyle. Our mission includes developing plant-based medicines for the plant-derived drug market that is expected to reach $53 billion by 2026 5 4 Nutritional Supplements Market to Hit US$ 624.7 Billion by 2030 5 Botanical and Plant Derivative Drug Market - Global Forecast 2018-2026 Side Effects Caused by Medicines, Cannabis and Treatments, or an Unbalanced Lifestyle A broad range of medicines, including use of cannabis, and treatments have common side effects such as dryness in the oral cavity (xerostomia), headaches, dizziness, drowsiness, fatigue, nausea, vomiting, lack of concentration, and impaired appetite. We are researching and developing complementary solutions to address the need to balance selected effects through wellness solutions, as well as clinically developed plant-based pharmaceutical solutions 6 Addressing a significant market need, we filed a provisional patent application with the US Patent and Trademark Office to address the side effects of cannabis use titled “Pharmaceutical Compositions and Methods for the Treatment of Side-Effects Associated with the Use of Cannabis, Cannabinoids and Related Products” patent No: 63/257,673. Research shows that nearly 70% of cannabis users experience constant dry mouth and 20% percent of the elderly suffer from xerostomia as a side effect of their medications 7 TM Green Vision Center Production & Innovation Center for Plant-Based Wellness & Pharma Products The Green Vision Center is part of our strategy to create end-to-end plant-based solutions covering all the infrastructure, facilities, and activities required for developing, manufacturing, and bringing to market innovative plant-based wellness and pharma products. In February of 2022, we completed the acquisition of 125,000 sq ft (11,687 sq meters) of industrial land in Yerucham, a city in southern Israel, to build the Green Vision Center Israel with the Israeli government support. Approximately 90% of the acquisition cost was provided by Israeli government programs that encourage industrial development and includes additional grants and tax incentives. Designed by Avner Sher, one of Israel’s most highly regarded architects and artists, Green Vision Center will be a 60,000 sq ft (5,500 sq meter) first-of-its-kind facility. The center will be constructed by a professional project construction company that will oversee the aspects of the building including interfacing with sub-contractors and obtaining the requisite building permits and other required authorizations. As demand for plant-based products in industries ranging from wellness, to pharma, to cosmetics, to food continues to increase, our Green Vision Center will provide highly sought-after facilities for the development and production of botanical and plant-based products. Green Vision Center is a first-of-its-kind center that combines: ● Manufacturing facilities for botanicals and nutritional supplements, plant-based pharmaceuticals, medical cannabis and related products, plant-based cosmetics, foods, and beverages ● R&D laboratories for development, clinical studies, and quality control testing ● Management and consultant offices ● Distribution and global logistics center ● International Visitor Complex including a conference center and museum 6 Medication Side Effects: Types of Side Effects and FDA Regulations 7 International Journal of Oral and Dental Health Israel as a source of innovation & Global Expansion Strategy Our presence in Israel combined with our close contacts with leading universities, researchers, companies, shareholder and government support empowers us to access the latest technologies, talent, and innovations. Israel, known as the Startup Nation, is well positioned as a leader in technology with a critical mass of technology companies, researchers, scientists, and government support. A core part of our strategy includes building a worldwide network with local teams, partners, subsidiaries, Green Vision Centers, strategic partnerships, collaborations, and mergers & acquisitions of technology and distribution companies. Initially, we are planning to build infrastructure for business development and sales with local teams in North America and Europe. Developments During the Quarter (i) On January 5, 2022, Citrine 9 LP, one of the entities (hereinafter “Citrine 9”), one of the related entities who are the signatory lenders (hereinafter the “Buyers”) Convertible Note Purchase Agreement entered into by the Company and such Buyers in April 2020, as subsequently amended (the “CL Agreement”) agreed to honor a Draw Down Notice for, and has advanced to the Company, $180,000 on the same terms and conditions as are specified in the CL Agreement. The annual interest on the loan continues to be nine percent (9%). The principal and interest payment on the Note shall be made in New Israeli Shekels (NIS) at the conversion rate which was in effect on the date on which the loan was advanced. Citrine 9 was be issued 6,666,667 Series A warrants and 6,666,667 Series B warrants for shares of common stock, where the Series A warrants are exercisable beginning July 5, 2022 through July 5, 2024 and the Series B warrants are exercisable beginning July 5, 2022 through July 5, 2025, in each case at an exercise price of $0.05 per share. Additionally, on January 5, 2022, the Company and the Buyers under the CL Agreement entered into the Fourth Amendment to the CL Agreement pursuant to which the following was agreed to: (i) The repayment of principal and accrued interest on all outstanding loans shall be made in New Israeli Shekels (NIS) at the conversion rate which was in effect on the date on which the loan was advanced; (ii) The conversion price on all outstanding notes under the C:L Agreement has been adjusted to a conversion price of $0.05 per share (iii) The exercise price on all outstanding warrants issued in connection with advances made under the CL Agreement has been adjusted to an exercise price of $0.05 per share. (ii) We previously disclosed that the Israeli Ministry of the Economy recommended that the Company’s majority-owned subsidiary, Cannovation Center Israel, be granted the right to purchase an industrial parcel of land from the Israel Land Authority (“ILA”) at a subsidized price and exempt from a tender procedures typically required under Israeli law. On February 8, 2022, Cannovation Ltd. received from ILA a counter-signed development agreement (the “Development Agreement”) to purchase rights for long term lease to 11,687 square meters of industrial land in Yeruham in Southern Israel (the “Land”) for purposes of building the Cannovation Center, which is intended to include factories, laboratories, logistics and a distribution center for the wellness, pharma, medical cannabis and botanicals industries. During December 2021, Cannovation Ltd. remitted to the Israeli Ministry of the Economy and the ILA the aggregate amount of 687,650 NIS ($221,122 on the date of payment) to obtain the rights to the Land. The amount represents approximately 10% of the prevailing market price for comparable land space in the general area and is part of the grant by the Israeli government under government programs to encourage industrial development in Southern Israel. The amount remitted represents the total amount that Cannovation Ltd. is required to pay as the purchase price for the Land. Under the Development Agreement, Cannovation Ltd. will build and develop the Green Vision Center in accordance with by the time frames, terms and conditions of the Agreement. Typically, the initial time frame for completing the development is four (4) years, subject to extensions that the ILA may approve. Upon completion of the development within the time frames and other requirements specified in the Development Agreement, then Cannovation Ltd. will be entitled subject to Israeli law to long term lease agreement (49 years) to the land (equivalent to ownership rights as most of the land in Israel is government owned and when marketed usually the developers are granted with development/long lease rights). Our subsidiary Cannovation Ltd., holds title to the land under the Development Agreement. Under local law in Israel, there are restrictions relating to the transfer of ownership of the premises on the land to a non-Israeli parties, as well as restrictions on the composition of each of Cannovation’s shareholders to ensure that Israeli citizens control each such shareholder. Accordingly, the shareholders of Cannovation, which include our 60% owned subsidiary CTGL Israel, entered into an agreement under which they undertook that at all times they will comply with applicable law in this regard. Cannovation Ltd. is developing its Green Vision Center as development and production of wellness & pharma plant-based products, including botanical solutions, nutritional supplements, vitamins, healthy snacks & beverages, natural cosmetics, medical cannabis & cannabinoid-based products, plant-based pharma products and botanical drugs, and it is planned to include manufacturing plants, laboratories, logistics, import and export, offices, training, conference center, and an international visitor complex. On February 7, 2022, the board of directors of Cannovation Ltd. authorized management of Cannovation Ltd. to finalize the terms of an agreement with one of the leading real estate project construction companies in Israel to commence building the Green Vision Center. The selected project manager is reputed for the successful completion of many projects amounting to hundreds of thousands of square meters of offices, malls, stadiums, hospitals and public institutions throughout Israel. The project manager will oversee all aspects of the building project, including interfacing with the sub-contractors and obtaining the requisite building permits and other required authorizations. Cannovation Ltd. and the Company are in discussions with commercial banks and prospective investors regarding the financing of the planned development. Components of Operating Results The following discussion summarizes the key factors our management believes are necessary for an understanding of our consolidated financial statements. Revenues We have not generated any revenues from product sales as of March 31, 2022. Research and Development Expenses The process of researching and developing our products is lengthy, unpredictable, and subject to many risks. We expect to continue incurring substantial expenses through 2022 as we continue to develop our product line. We are unable, with any certainty, to estimate either the costs or the timelines in which those expenses will be incurred. Our current product development plans focus on the development of our Green Side by Side Products Our research and development costs include costs are comprised of: ● internal recurring costs, such as personnel-related costs (salaries, employee benefits, equity compensation and other costs), materials and supplies, facilities and maintenance costs attributable to research and development functions; and ● fees paid to external parties who provide us with contract services, such as preclinical testing, manufacturing and related testing and clinical trial activities. Marketing Marketing expenses consist primarily of salaries, employee benefits, equity compensation, and other personnel-related costs associated with executive and other support staff. Other significant marketing expenses include the costs associated with professional fees to develop our marketing strategy. General and Administrative Expenses General and administrative expenses consist primarily of salaries, employee benefits, equity compensation, and other personnel-related costs associated with executive, administrative and other support staff. Other significant general and administrative expenses include the costs associated with professional fees for accounting, auditing, insurance costs, consulting and legal services, along with facility and maintenance costs attributable to general and administrative functions. Financial Expenses Financial expenses consist primarily impact of exchange rate derived from . Comparison of the Three Months Ended March 31, 2022 compared to the Three Months Ended March 31, 2021 The following table presents our results of operations for the three months ended March 31, 2022 and 2021 Three Months Ended March 31 2022 2021 Revenues - - Cost of sales - - Operating loss - - Research and development expenses (25,000 ) - Marketing, general and administrative expenses (315,000 ) (1,975,000 ) Operating loss (340,000 ) (1,975,000 ) Income (expenses) related to convertible loan terms (379,000 ) (122,000 ) Other financing expenses, net (10,000 ) (3,000 ) Net loss (729,000 ) (2,100,000 ) Revenues. Research and Development. Marketing, general and Administrative Expenses. Financing Expenses, Net. Net Loss Financial Condition, Liquidity and Capital Resources Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. At March 30, 2022, we had current assets of $386,000 compared to total current assets of $349,000 as of December 31, 2021. At March 31, 2022, we had current liabilities of $1,232,000 as compared to $1,064,000 as of December 31, 2021. At March 31, 2022, we had total liabilities of $3,097,000 as compared to $2,495,000 as of December 31, 2021. The increase is mainly attributed to the increase in the balance of accounts payables and accrued expenses and the balance of convertible component in convertible notes. At March 31, 2022, we had a cash balance of $293,000 compared to the cash balance of $270,000 as of December 31, 2021. At March 31, 2022, we had a working capital deficiency of $846,000 as compared with a working capital deficiency of $715,000 at December 31, 2021. On January 5, 2022, Citrine 9 LP (hereinafter “Citrine 9”), one of the related partnership entities (collectively, the “Buyers”) that entered into the Convertible Loan Agreement dated as of April 1, 2020, as subsequently amended (the “Convertible Loan Agreement”) agreed to honor a Draw Down Notice (as defined in the Convertible Note Agreement) for, and advanced to the Company, $180,000 on the same terms and conditions as are specified in the Convertible Note Agreement. The maturity date of the loan is the earlier of July 31, 2023 or at such time as the Company shall have consummated an investment of at least $5 million in Company securities. The terms of the advances under the Convertible note agreement were previously disclosed by the Company in Current Reports on Form 8-K filed on each of April 21, April 23, June 12, 2020 and June 24, 2021. The annual interest on the loan continues to be nine percent (9%). The principal and interest payment on the Note shall be made in New Israeli Shekels (NIS) at the conversion rate which was in effect on the date on which the loan was advanced. As provided for under the terms of the Convertible Note Agreement, Citrine 9 will be issued 6,666,667 Series A warrants and 6,666,667 Series B warrants for shares of common stock, where the Series A warrants are exercisable beginning July 5, 2022 through July 5, 2024 and the Series B warrants are exercisable beginning July 5, 2022 through July 5, 2025, in each case at an exercise price of $0.5 per share. Additionally, on January 5, 2022, the Company and the Buyers entered into the Fourth Amendment to the Convertible Note Agreement pursuant to which the following was agreed to: (i) The repayment of the principal and accrued interest on all outstanding loans shall be made in New Israeli Shekels (NIS) at the exchange rate which was in effect on the date on which the loan was advanced; (ii) The conversion price on all outstanding notes under the Convertible Note Agreement has been adjusted to a conversion price of $0.05 per share (iii) The exercise price on all outstanding warrants issued in connection with advances made under the Convertible Note Agreement has been adjusted to an exercise price of $0.05 per share. Based on the Company’s current cash balances, the Company believes that it has sufficient funds for its plans for the next twelve months from the issuance of these financial statements. As the Company is embarking on its activities as detailed herein, it is incurring losses. It cannot determine with reasonable certainty when and if it will have sustainable profits. Off-Balance Sheet Arrangements The Company has no off-balance sheet arrangements. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not Applicable. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and the Company’s principal financial officer to allow for timely decisions regarding required disclosure. In designing and evaluating the Company’s disclosure controls and procedures, the Company’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. The Company’s management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the Company’s evaluation of the effectiveness of its disclosure controls and procedures as of March 31, 2022, the Company’s principal executive officer and the Company’s principal financial officer concluded that the Company’s disclosure controls and procedures are effective. Changes in Internal Control over Financial Reporting During the three months ended March 31, 2022, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting. LEGAL PROCEEDINGS From time to time we may become involved in various legal proceedings that arise in the ordinary course of business, including actions related to our intellectual property. Although the outcomes of these legal proceedings cannot be predicted with certainty, we are currently not aware of any such legal proceedings that arise in the ordinary course of business, including actions related to our intellectual property. Although the outcomes of these legal proceedings cannot be predicted with certainty, we are currently not aware of any such legal proceedings or claims that we believe, either individually or in the aggregate, will have a material adverse effect on our business, financial condition, or results of operations. RISK FACTORS An investment in the Company’s Common Stock involves a number of very significant risks. You should carefully consider the risk factors included in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on April 8, 2022, in addition to other information contained in our reports and in this quarterly report in evaluating the Company and its business before purchasing shares of our Common Stock. There have been no material changes to our risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2021. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS None. DEFAULTS UPON SENIOR SECURITIES None. MINE SAFETY DISCLOSURES None. OTHER INFORMATION None EXHIBITS Exhibit Index 31.1* Certification of Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 31.2 Certification of Chief Financial Officer (Principal Financial and Accounting Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 32.1* Certification of Chief Executive Officer (Principal Executive Officer), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Financial Officer (Principal Financial and Accounting Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase 101.LAB Inline XBRL Taxonomy Extension Label Linkbase 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CITRINE GLOBAL. CORP (Registrant) By: /s/ Ora Elharar Soffer By: /s/ Ilanit Halperin Ora Elharar Soffer Ilanit Halperin Chief Executive Officer Chief Financial Officer (Principal Executive Officer) (Principal Financial and Accounting Officer) Date: May 16, 2022 Date: May 16, 2022 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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 herein have not been audited by an independent registered public accounting firm but 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 months ended March 31, 2022. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2022. 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, 2021. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates include fair value estimates of derivative liabilities and assets. Actual results could differ from those estimates. CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (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: CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont.) Fair value (cont.) Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values. Fair value measurements are required to be disclosed by the level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), (ii) segregating those gains or losses included in earnings, and (iii) a description of where those gains or losses included in earning are reported in the statement of operations. The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows: SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS Balance as of March 31, 2022 Level 1 Level 2 Level 3 Total US$ in thousands Liabilities: Fair value of convertible component in convertible notes - - 397 397 Total liabilities - - 397 397 The following table presents the changes in fair value of the level 3 liabilities for the period ended March 31, 2022: SCHEDULE OF CHANGES IN FAIR VALUE OF LIABILITIES Changes in Fair value US$ in thousands Liabilities: Outstanding at December 31, 2021 - Initial recognition of equity component as part of modification in note terms 162 Initial recognition of convertible component as part of convertible notes issued 48 Changes in fair value 187 Outstanding at March 31, 2022 397 CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont.) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements On October 1, 2021, the Company early adopted 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), which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. The new standard was effective for us beginning January 1, 2022, with early adoption permitted. The adoption of this new standard is not expected to have a material impact on the consolidated financial statements. Other new pronouncements issued but not effective as of March 31, 2022 are not expected to have a material impact on the Company’s consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS | The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows: SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS Balance as of March 31, 2022 Level 1 Level 2 Level 3 Total US$ in thousands Liabilities: Fair value of convertible component in convertible notes - - 397 397 Total liabilities - - 397 397 |
SCHEDULE OF CHANGES IN FAIR VALUE OF LIABILITIES | The following table presents the changes in fair value of the level 3 liabilities for the period ended March 31, 2022: SCHEDULE OF CHANGES IN FAIR VALUE OF LIABILITIES Changes in Fair value US$ in thousands Liabilities: Outstanding at December 31, 2021 - Initial recognition of equity component as part of modification in note terms 162 Initial recognition of convertible component as part of convertible notes issued 48 Changes in fair value 187 Outstanding at March 31, 2022 397 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 year ended March 31, 2022: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price ($) Outstanding at December 31, 2021 23,628,962 0.05 Granted - - Exercised - - Forfeited or expired - - Outstanding at March 31, 2022 23,628,962 0.05 Number of options exercisable at March 31, 2022 18,324,767 0.05 |
SCHEDULE OF STOCK OPTIONS OUTSTANDING | The stock options outstanding as of March 31, 2022, have been separated into exercise prices, as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING Exercise price Stock options outstanding Weighted average remaining contractual life – years Stock options vested As of March 31, 2022 0.0011 46,762 46,762 0.05 23,582,200 4.75 18,278,005 23,628,962 4.75 18,324,767 |
EVENTS DURING THE PERIOD (Table
EVENTS DURING THE PERIOD (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Events During Period | |
SCHEDULE OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS | The scenario in which the convertible loan would be converted prior to its maturity (scenario 1) was estimated by the appraiser using the Black-Scholes option pricing model, to compute the fair value of the derivative and to market the fair value of the derivative at each balance sheet date. The following are the data and assumptions used as of issuance dates and as of the balance sheet date: SCHEDULE OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS January 5, 2022 March 31, 2022 Dividend yield (%) 0 % 0 % Risk-free interest rate (%) 0.65 % 1.85 % Expected term (years) 1.57 1.33 Volatility 154.86 % 158.60 % Share price (U.S. dollars) 0.025 0.022 Exercise price (U.S. dollars) 0.05 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 56 44 CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 4 – EVENTS DURING THE PERIOD (cont.) The scenario in which the Company would raise at least $ 5 January 5, 2022 March 31, 2022 Dividend yield (%) 0 % 0 % Risk-free interest rate (%) 0.40 % 1.35 % Expected term (years) 0.99 0.75 Volatility 158 % 158.30 % Share price (U.S. dollars) 0.025 0.022 Exercise price (U.S. dollars) 0.05 0.05 Fair value of the conversion feature U.S. dollars in thousands) 40 27 June 15, 2020 convertible loans April 1, 2021 convertible loans March 31, 2022 June 15, 2020 convertible loans April 1, 2021 convertible loans Dividend yield (%) 0 0 Risk-free interest rate (%) 1.85 % 1.85 % Expected term (years) 1.33 1.33 Volatility 158.6 % 158.6 % Share price (U.S. dollars) 0.022 0.022 Exercise price (U.S. dollars) 0.05 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 359 89 The scenario in which the Company would raise at least $ 5 June 15, 2020 convertible loans April 1, 2021 convertible loans March 31, 2022 June 15, 2020 convertible loans April 1, 2021 convertible loans Dividend yield (%) 0 0 Risk-free interest rate (%) 1.35 % 1.85 % Expected term (years) 0.75 1.33 Volatility 158.3 % 158.6 % Debt instrument measurement input 158.3 % 158.6 % Share price (U.S. dollars) 0.022 0.022 Exercise price (U.S. dollars) 0.05 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 219 54 |
SUMMARY OF WARRANTS | The following are the data and assumptions used: SUMMARY OF WARRANTS Warrants A Dividend yield (%) 0 % Risk-free interest rate (%) 0.96 % Expected term (years) 2.5 Volatility 159.70 % Share price (U.S. dollars) 0.025 Exercise price (U.S. dollars) 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 119 Warrants B Dividend yield (%) 0 % Risk-free interest rate (%) 1.18 % Expected term (years) 3.5 Volatility 159.70 % Share price (U.S. dollars) 0.025 Exercise price (U.S. dollars) 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 136 |
SCHEDULE OF FAIR VALUE OF DEBT | Based on the above, the fair value proportion allocation as of January 5, 2022 was as follows: SCHEDULE OF FAIR VALUE OF DEBT June 24, 2021 (US dollars in thousands) Conversion Component $ 48 Warrants 100 Convertible Notes 32 Total $ 180 |
RELATED PARTIES (Tables)
RELATED PARTIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES | SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES 2022 2021 Three months ended March 31 2022 2021 Research and development expenses: Directors compensation and fees to officers 25 - Research and development expenses 25 - General and administrative expenses: Directors compensation and fees to officers (*) 176 92 (*) Share based compensation 27 - General and administrative expenses 27 - Financing expenses, net: Interest on loan 379 - B. Balances with related parties: As of March 31, 2022 2021 Current Assets: Short term loan 16 - Prepaid expenses 18 - 34 - Current Liabilities: Convertible notes - 879 Accrued compensation 1,024 404 1,024 1,283 Non-current Liabilities: Convertible notes 1,655 - |
SCHEDULE OF FINANCIAL ASSETS AN
SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | $ 397 | |
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 397 | |
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 | 397 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [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 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, 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 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 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 397 | |
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 | $ 397 |
SCHEDULE OF CHANGES IN FAIR VAL
SCHEDULE OF CHANGES IN FAIR VALUE OF LIABILITIES (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Accounting Policies [Abstract] | |
Outstanding at December 31, 2021 | |
Initial recognition of equity component as part of modification in note terms | 162 |
Initial recognition of convertible component as part of convertible notes issued | 48 |
Changes in fair value | 187 |
Outstanding at March 31, 2022 | $ 397 |
GENERAL (Details Narrative)
GENERAL (Details Narrative) - USD ($) $ in Thousands | Oct. 08, 2021 | Sep. 29, 2021 | Nov. 22, 2020 | Aug. 20, 2020 | Aug. 09, 2020 |
Property, Plant and Equipment [Line Items] | |||||
Reverse stock split description | 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 method investment, ownership percentage | 50.00% | ||||
Preferred stock shares undesignated | 50,000,000 | ||||
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% | ||||
iBOT Israel Botanicals Ltd [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Noncontrolling interest, ownership percentage | 60.00% | ||||
Proceeds from related party debt | $ 50 | ||||
Debt instrument, interest rate, effective Percentage | 12.00% | ||||
Debt discount rate | 25.00% | ||||
iBOT Israel Botanicals Ltd [Member] | First Tranche [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Proceeds from related party debt | $ 15 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - Employees and Directors [Member] | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Number of Options outstanding, beginning balance | shares | 23,628,962 |
Weighted Average Exercise Price outstanding, beginning balance | $ / shares | $ 0.05 |
Number of Options, Granted | shares | |
Weighted Average Exercise Price, Granted | $ / shares | |
Number of Options, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Number of Options, Forfeited or expired | shares | |
Weighted Average Exercise Price, Forfeited or expired | $ / shares | |
Number of Options, outstanding, ending balance | shares | 23,628,962 |
Weighted Average Exercise Price, ending balance | $ / shares | $ 0.05 |
Options exercisable, ending balance | shares | 18,324,767 |
Weighted Average Exercise Price, Options exercisable, ending balance | $ / shares | $ 0.05 |
SCHEDULE OF STOCK OPTIONS OUTST
SCHEDULE OF STOCK OPTIONS OUTSTANDING (Details) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock options outstanding | 23,628,962 |
Stock options vested | 18,324,767 |
Weighted average remaining contractual life | 4 years 9 months |
Exercise Price One [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 0.0011 |
Stock options outstanding | 46,762 |
Stock options vested | 46,762 |
Exercise Price Two [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 0.05 |
Stock options outstanding | 23,582,200 |
Stock options vested | 18,278,005 |
Weighted average remaining contractual life | 4 years 9 months |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Share-Based Payment Arrangement [Abstract] | |
General and administrative expense | $ 27 |
SCHEDULE OF FAIR VALUE OF CONVE
SCHEDULE OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS (Details) $ / shares in Units, $ in Thousands | Jan. 05, 2022USD ($)$ / shares | Apr. 01, 2021USD ($)$ / shares | Jun. 15, 2020USD ($)$ / shares | Mar. 31, 2022USD ($)$ / shares |
Scenario One [Member] | ||||
Fair value of the conversion feature (U.S. dollars in thousands) | $ | $ 56 | $ 89 | $ 359 | $ 44 |
Scenario One [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||
Debt instrument measurement input | 0 | 0 | 0 | 0 |
Scenario One [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||
Debt instrument measurement input | 0.65 | 1.85 | 1.85 | 1.85 |
Scenario One [Member] | Measurement Input, Expected Term [Member] | ||||
Expected term (years) | 1 year 6 months 25 days | 1 year 3 months 29 days | 1 year 3 months 29 days | 1 year 3 months 29 days |
Scenario One [Member] | Measurement Input, Option Volatility [Member] | ||||
Debt instrument measurement input | 154.86 | 158.6 | 158.6 | 158.60 |
Scenario One [Member] | Measurement Input, Share Price [Member] | ||||
Share price | $ 0.025 | $ 0.022 | $ 0.022 | $ 0.022 |
Scenario One [Member] | Measurement Input, Exercise Price [Member] | ||||
Debt instrument measurement input | 0.05 | 0.05 | 0.05 | 0.05 |
Scenario Two [Member] | ||||
Fair value of the conversion feature (U.S. dollars in thousands) | $ | $ 40 | $ 54 | $ 219 | $ 27 |
Scenario Two [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||
Debt instrument measurement input | 0 | 0 | 0 | 0 |
Scenario Two [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||
Debt instrument measurement input | 0.40 | 1.85 | 1.35 | 1.35 |
Scenario Two [Member] | Measurement Input, Expected Term [Member] | ||||
Expected term (years) | 11 months 26 days | 1 year 3 months 29 days | 9 months | 9 months |
Scenario Two [Member] | Measurement Input, Option Volatility [Member] | ||||
Debt instrument measurement input | 158 | 158.6 | 158.3 | 158.30 |
Scenario Two [Member] | Measurement Input, Share Price [Member] | ||||
Share price | $ 0.025 | $ 0.022 | $ 0.022 | $ 0.022 |
Scenario Two [Member] | Measurement Input, Exercise Price [Member] | ||||
Debt instrument measurement input | 0.05 | 0.05 | 0.05 | 0.05 |
SUMMARY OF WARRANTS (Details)
SUMMARY OF WARRANTS (Details) $ / shares in Units, $ in Thousands | Mar. 31, 2022USD ($)$ / shares |
A Warrant [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Fair value of the conversion feature (U.S. dollars in thousands) | $ | $ 119 |
A Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrant measurement input | 0 |
A Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrant measurement input | 0.96 |
A Warrant [Member] | Measurement Input, Expected Term [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected term (years) | 2 years 6 months |
A Warrant [Member] | Measurement Input, Option Volatility [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrant measurement input | 159.70 |
A Warrant [Member] | Measurement Input, Share Price [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Share price (U.S. dollars) | $ 0.025 |
A Warrant [Member] | Measurement Input, Exercise Price [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrant measurement input | 0.05 |
B Warrant [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Fair value of the conversion feature (U.S. dollars in thousands) | $ | $ 136 |
B Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrant measurement input | 0 |
B Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrant measurement input | 1.18 |
B Warrant [Member] | Measurement Input, Expected Term [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected term (years) | 3 years 6 months |
B Warrant [Member] | Measurement Input, Option Volatility [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrant measurement input | 159.70 |
B Warrant [Member] | Measurement Input, Share Price [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Share price (U.S. dollars) | $ 0.025 |
B Warrant [Member] | Measurement Input, Exercise Price [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrant measurement input | 0.05 |
SCHEDULE OF FAIR VALUE OF DEBT
SCHEDULE OF FAIR VALUE OF DEBT (Details) $ in Thousands | Jun. 24, 2021USD ($) |
Short-Term Debt [Line Items] | |
Total | $ 180 |
Conversion Component [Member] | |
Short-Term Debt [Line Items] | |
Total | 48 |
Warrants [Member] | |
Short-Term Debt [Line Items] | |
Total | 100 |
Convertible Notes [Member] | |
Short-Term Debt [Line Items] | |
Total | $ 32 |
EVENTS DURING THE PERIOD (Detai
EVENTS DURING THE PERIOD (Details Narrative) | Feb. 15, 2022USD ($)shares | Jan. 05, 2022USD ($)$ / sharesshares | Mar. 31, 2022USD ($) | Feb. 08, 2022ft² | Jun. 24, 2021USD ($) |
Proceeds from Loans | $ 180,000 | ||||
Maturity date | Jul. 31, 2023 | ||||
Proceeds from Contributed Capital | $ 5,000,000 | ||||
Stated Percentage | 9.00% | ||||
Fair Value Adjustment of Warrants | $ 255,000 | ||||
Fair value of conversion feature | 361,000 | $ 154,000 | |||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 162,000 | ||||
Area Of Land | ft² | 11,687 | ||||
CL Agreement [Member] | |||||
Warrant exercise price | $ / shares | $ 0.05 | ||||
Debt principal and accrued interest | $ 1,700,000 | ||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.05 | ||||
Service Agreement [Member] | |||||
Manthly payment | $ 5,000 | ||||
Service Agreement [Member] | Consultant [Member] | |||||
Number of restricted common stock, shares | shares | 1,800,000 | ||||
Scenario Two [Member] | |||||
Proceeds from convertible loan | 5,000,000 | ||||
Fair value of the convertible component | 35,000 | ||||
Fair value of conversion feature | 72,000 | ||||
Scenario One [Member] | |||||
Fair value of the convertible component | 41,000 | ||||
Fair value of conversion feature | $ 289,000 | ||||
Series A Warrant [Member] | |||||
Class of warrant or right, issued | shares | 6,666,667 | ||||
Warrant exercisable description | the Series A warrants are exercisable beginning July 5, 2022 through July 5, 2024 | ||||
Series B Warrant [Member] | |||||
Class of warrant or right, issued | shares | 6,666,667 | ||||
Warrant exercisable description | the Series B warrants are exercisable beginning July 5, 2022 through July 5, 2025 | ||||
Warrant exercise price | $ / shares | $ 0.05 |
SCHEDULE OF TRANSACTIONS AND BA
SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Research and development expenses | $ 25 | ||
General and administrative expenses | 27 | ||
Short term loan | 16 | $ 15 | |
Prepaid Expense Current | 17 | 30 | |
Total Current Assets | 386 | 349 | |
Total Non-Current Assets | 705 | 706 | |
Convertible notes, Non Current | 1,655 | $ 1,431 | |
Current Assets [Member] | |||
Short term loan | 16 | ||
Prepaid Expense Current | 18 | ||
Total Current Assets | 34 | ||
Current Liabilities [Member] | |||
Convertible notes, Current | 879 | ||
Accrued compensation | 1,024 | 404 | |
Total Non-Current Assets | 1,024 | 1,283 | |
Non Current Liabilities [Member] | |||
Convertible notes, Non Current | 1,655 | ||
Research and Development Expense [Member] | |||
Research and development expenses | 25 | ||
Research and Development Expense [Member] | Directors Compensation and Fees to Officers [Member] | |||
Research and development expenses | 25 | ||
General and Administrative Expense [Member] | Directors Compensation and Fees to Officers [Member] | |||
General and administrative expenses | 176 | 92 | |
General and Administrative Expense [Member] | Share Based Compensation [Member] | |||
General and administrative expenses | 27 | ||
Financing Expenses [Member] | |||
Interest on loan | $ 379 |