~~TECHCARE~~CITRINE GLOBAL, CORP.

(Exact Name of Registrant As Specified In Its Charter)

Registrant’s Telephone Number, Including Area Code: + ~~(972) 3 750-3060 or (646) 380-6645~~97298851422

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ~~[ ]~~☐ Yes ~~[X]~~ ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ~~[ ]~~☐ Yes ~~[X]~~ ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ~~[X]~~ ☒ Yes ~~[ ]~~ ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).~~[X]~~ ☒ Yes ~~[ ]~~ ☐ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ~~[ ]~~☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ~~[ ]~~☐ Yes ~~[X]~~ ☒ No

On June 30, ~~2018,~~2021, the aggregate market value of the common stock held by non-affiliates of the registrant was approximately ~~$3.8~~ $6.752million based on the closing price of ~~$0.30~~$0.027 per share of the Registrant’s common stock on June 30, ~~2018.~~2020.

The registrant had ~~34,169,890~~ 942,568,006shares of common stock outstanding as of ~~March 28, 2019.~~April 8, 2022.

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. These forward-looking statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology. These forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, ~~including the risks set out in the section hereof entitled “Risk Factors” and the risks set out below,~~ any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date the forward-looking statements are made, and we undertake no obligation to update forward-looking statements should these beliefs, estimates, and opinions or other circumstances change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these forward-looking statements to actual results.

Our financial statements are stated in United States dollars, or US$, and are prepared in accordance with United States generally accepted accounting principles, or GAAP. In this Annual Report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to the shares of our common stock. As used in this Annual Report, the terms “we,” “us,” “our,” ~~“TechCare,~~“Citrine Global,” the “Company” and the “Registrant” mean ~~TechCare~~Citrine Global, Corp. and its subsidiaries unless the context clearly requires otherwise.

This summary highlights selected information contained elsewhere in this prospectus and does not contain all the information that you should consider before making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including the information set forth under the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of this prospectus and our consolidated financial statements and the accompanying notes included in this prospectus. Except as otherwise indicated herein or as the context otherwise requires, references in this prospectus to “Citrine Global,” the “Company,” “we,” “us,” and “our” refer to Citrine Global, Corp. and our consolidated subsidiaries, including our wholly-owned subsidiary, CTGL-Citrine Global Israel Ltd. and to our partially owned subsidiary Cannovation Center Israel Ltd.;

We are a ~~technology company engaged in the design, development~~plant-based wellness & pharma solutions company. Our business activity is primarily comprised of developing wellness and ~~commercialization~~pharma solutions, focused on science backed plant-based products to improve quality of ~~a unique delivery platform utilizing vaporization of various natural compounds~~life and complementary solutions for ~~multiple health, beauty and wellness applications. Our delivery platform is proprietary and patented.~~balancing side effects caused by using medicines, cannabis, treatments, or an unbalanced lifestyle.

Our current product offering includes Novokid® - an innovative home use device which vaporizes a natural, plant-based, pesticides, and silicone-free compound that effectively treats head lice and eggs. Following our soft launch of Novokid® in the Netherlands, we expanded our distribution network and launched Novokid in Israel during late May 2018 through Super Pharm, Israel’s largest and leading drugstore chain. The ~~launch was accompanied by a radio and digital brand awareness and marketing campaign and supported by Meditrend, our Israeli distributor, specializing in~~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 2030¹ with growing awareness of health and wellness solutions for improving people’s quality of life². We are witnessing a global movement of health and wellbeing becoming a priority for the public, further emphasized by the recent global COVID-19 pandemic. There is increasing recognition that people need to take charge of their own health, improve their quality of life, use natural products, ~~while representing~~and balance side effects caused by medicines and treatment³.

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.

Our presence in Israel combined with our close contacts with leading ~~brands.~~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.

We ~~intend~~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 series, a line of sprays for the oral cavity to support people suffering from cavity dryness (xerostomia) as a side effect.

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 ~~sales points~~activity in ~~Israel~~the Israeli market as well as distribute worldwide with local partners and ~~began selling our products~~according to local regulations. Green Side by Side is positioned to capture market share in additional pharmacies and various online outlets during 2019. As we remain focused on increasing our global footprint and expanding our distribution network, we showcased Novokid® and met potential distributors and partners at CPhI Worldwide, a renowned and leading pharma tradeshow held in Madrid during October 2018. Accordingly, we are exploring various opportunities to sign agreements with distributors in Europe within the ~~coming months. We are also working on erecting an automated production line which~~nutritional supplements market that is expected to ~~ramp up~~reach $625 billion by 2030⁴.

¹Research, P., 2022. Health and Wellness Market Size to Hit USD 7,656.7 Bn by 2030. [online] GlobeNewswire News Room.

²NielsenIQ. 2022. An inside look into the 2021 global consumer health and wellness revolution. [online]

³Sullivan, F., 2022. Increasing Health Consciousness Among Consumers to Shift the Global Prebiotic Ingredients Market. [online] Prnewswire.com.

⁴Research, P., 2022. Nutritional Supplements Market to Hit US$ 624.7 Billion by 2030. [online] GlobeNewswire News Room.

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 2026⁵.

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 solutions⁶.

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 medications⁷. As part of our Green Side by Side product line, we developed the SmokLy ^TMseries of sprays for the oral cavity which contain plant extracts distilled from seeds, roots, bark, fruits with active anti-inflammatory substances that encourage saliva production and taste in the oral cavity and can balance the dry mouth side effect (xerostomia) from using medicines and cannabis. We are working diligently on developing a broad array of plant-based wellness and pharma complementary solutions to address selected side effects caused by medicines, cannabis, treatments or an unbalanced lifestyle.

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, ~~capacity while reducing its costs.~~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.

⁵2018-2026, G. and 2018-2026, G., 2022. Botanical and Plant Derivative Drug Market - Global Forecast 2018-2026. [online] Inkwood Research.

⁶WebMD. 2022. Medication Side Effects: Types of Side Effects and FDA Regulations. [online]

⁷Harpreet, S., Joseph, K., Wafaa, S. and Seunghee, C., 2019. Impact of Cannabis on the Port of Entry-Oral Tissues: An Overview. International Journal of Oral and Dental Health, 5(3).

Our vision is to become a leading worldwide production and innovation center and bring together partners, market leaders, companies, technologies, and scientific collaborations from Israel and around the world.

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.

Our strategy for generating revenue streams in the near term and future include:

On January 6, 2020, our predecessor company, TechCare Corp., a Delaware corporation (“TechCare”), and Citrine S A L Investment & Holdings Ltd., an Israeli corporation and a major shareholder of the Company (“Citrine S A L”), and a group of related persons and entities (the “Citrine S A L Group”) entered into a Common Stock Purchase Agreement (the “Citrine S A L Group Agreement”), which was later amended and restated on February 23, 2020 (the “AR Citrine S A L Group Agreement”). Pursuant to ~~raise~~the AR Citrine Agreement, TechCare agreed to sell Citrine S A L Group and its group of business partners, up to ~~$2,000 thousand during~~an aggregate of 893,699,276 shares of TechCare’s common stock, representing approximately 95% of TechCare’s fully diluted capital, in two tranches, with the ~~next 12 months~~initial tranche of up to 452,063,196 shares of the TechCare’s common stock to be sold conditioned upon (i) the resignation of the Company’s existing members of its board of directors (the “Board”), consisting of Oren Traistman and Yossef De-Levy, (ii) the appointment of each of Ora Elharar Soffer (formerly Ora Meir Soffer), Ilan Ben-Ishay and Ilanit Halperin as members of the Board, and (iii) the transfer of the TechCare’s signatory rights to all Company bank accounts in ~~order~~the name of Citrine S A L Group’s nominee. In addition, the AR Citrine S A L Group Agreement provides for the second tranche of up to ~~successfully implement our business plan,~~the remaining number of shares of common stock that resulted in Citrine S A L Group, owning 95% of the TechCare’s fully diluted capital stock, to be sold conditioned upon the filing of the Company’s previously approved amendment to its First Amended and Restated Certificate of Incorporation to increase the Company’s authorized capital.

On January 6, 2020, definitive agreements were executed for the sale of 90% of the shares in Novomic Ltd. (“Novomic”) to Traistman Radziejewski Fundacja Ltd, which ~~there can be no assurance. Failure~~was completed on May 14, 2020 (the “Novomic Divestment”), and for the issuance and sale of a number of shares equal after the issuance to ~~obtain~~95% of the fully diluted capital stock of the Company to Citrine S A L Group, which was amended on February 23, 2020, to provide for the issuance and sale of the shares in stages (the “Citrine Global Transaction”). Shares of the Company were issued and sold in accordance with this ~~necessary~~amended agreement to Citrine S A L Group on February 27, 2020, March 5, 2020, and, after the Company amended its Certificate of Incorporation to increase its authorized share capital, at acceptable terms, if at all, when needed, may force us to delay, limit, or terminate our products development efforts and secure regulatory approvals and would adversely impact our planned research and development efforts in connection with our future products, which may make it more difficult for us to attain profitability.on November 11, 2020.

On February ~~8, 2016, we signed a Merger Agreement, or~~27, 2020, the ~~Merger Agreement, with Novomic Ltd., or Novomic, a private company organized under~~resignations of all then serving directors became effective, and the ~~laws~~appointments of ~~the State~~Ora Elharar Soffer, Ilan Ben-Ishay, and Ilanit Halperin as new directors became effective. Zviel Gedalihou was appointed as Chief Financial Officer of ~~Israel and a Shareholders’ Agreement with the Novomic’s shareholders, or the Shareholders’ Agreement. The Merger Agreement was by and between~~ the Company on March 17, 2020, and was replaced in that role by Ilanit Halperin on May 27, 2020, and Ora Elharar Soffer was appointed Chief Executive Officer of the Company on May 7, 2020. Doron Birger was appointed as a fourth director on September 3, 2020.

As of March 31, 2022, the Company has one ~~hand, and Novomic together~~wholly-owned subsidiary, Citrine Global Israel, a company incorporated in Israel with ~~YMY Industry~~registration number 516201159, which holds 60% of the share capital of Cannovation Center Israel Ltd., ~~or YMY,~~a company incorporated in Israel with registration number 516241270.

We have financed our operations primarily through financing arrangements with affiliates of our company.

On April 1, 2020, we entered into a Convertible Note Purchase Agreement (the “CL Agreement”) with Citrine S A L, WealthStone Private Equity Ltd, WealthStone Holdings Ltd, Golden Holdings Neto Ltd, Beezz Home Technologies Ltd, Citrine Biotech 5 LP, Citrine High Tech 6 LP, Citrine High Tech 7 LP, Citrine 8 LP, Citrine 9 LP and Citrine Biotech 10 LP (together, the ~~latter two~~“Buyer”), all of which are ~~hereinafter referred~~affiliated with the Company. Under the CL Agreement, the Buyer agreed to ~~as the “Novomic Founders,” on the other hand. On August 9, 2016, we consummated the merger under the Merger Agreement and Novomic became a wholly-owned subsidiary of the Company.~~

Upon closing of the merger, the former Novomic shareholders owned approximately 73.52% of our capital stock and TechCare stockholders retained approximately 26.48% of the combined company, on a fully diluted basis. Accordingly, while TechCare was the legal acquirer, Novomic was treated as the acquiring company in the merger for accounting purposes,purchase, and the ~~merger was accounted~~Company agreed to issue and sell, for ~~as a reverse merger as described in note 1~~up to ~~our financial statements for the year ended December 31, 2018, which are included within Item 8 in this Annual Report on Form 10-K. As a result, the financial statements~~an aggregate principal amount of up to $1,800 thousand, notes convertible into shares of common stock of the Company (the “Notes”), with a drawdown period starting on April 1, 2020, and ending upon the earlier of (i) 6 months thereafter and (ii) the consummation of a public offering by the Company. The CL Agreement provides that the Notes will bear an annual interest rate of six percent (6%) and that the conversion price per share of common stock shall equal 85% multiplied by the market price (as defined in the Notes), representing a discount of 15%, and that each Note will mature 18 months following the payment date. On April 19, 2020 and June 12, 2020, the Company provided draw-down notices under the CL Agreement for amounts of $170 thousand and $1 million, respectively, which were received in cash by the Company. On June 12, 2020, the CL Agreement (hereafter “CL Agreement Amendment”) was amended to provide that for each draw down made by the Company under the CL Agreement, the Buyer shall be entitled to receive two types of warrants: A Warrants and B Warrants, with the A Warrants exercisable at any time between 6 and 12 months after issuance for an exercise price per share equal to 1.25 times the average of the closing prices of the 3 trading days preceding the draw down, and the B Warrants exercisable at any time between 6 and 24 months after issuance for an exercise price per share equal to 1.5 times the average of the closing prices of the 3 trading days preceding the draw down, and that the number of each of the A Warrants and the B Warrants issued will be equal to the draw down amount divided by the average of the closing prices of the 3 trading days preceding the draw down, and that these amended terms will apply in respect of all draw downs, including drawdowns made prior to the ~~merger~~ date of the amendment. On April 12, 2021, the parties to the CL Agreement amended the agreement, so that (i) the annual interest on the Notes was changed to nine percent (9%) applicable from January 1, 2021, (ii) the Company shall repay the loans at the time it consummates an investment of at least $5 million in the Company’s securities, and (iii) the exercise prices of each of the A Warrants and B Warrants be modified to $0.10 per share, and the term of the warrants be extended by one (1) year for the A Warrants and B Warrants. On June 24, 2021, the Company received from Citrine 8 LP, a related entity, a 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 was 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 ~~historical financial statements~~B warrants, in each case at a per share exercise price of ~~Novomic, whereas~~$0.10.

On August 13, 2021, the ~~financial statements~~Company and Citrine 8 LP. Citrine High Tech 7 LP and Citrine 9 LP, the holders of $1,520,000 in principal amount then outstanding under the CL Agreement (the “Outstanding CL Notes”), entered into an agreement pursuant to which the following principal terms were effected:

On January 5, 2022, Citrine 9 LP, one of the Buyer entities (hereinafter “Citrine 9”) 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 $0.5 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:

On May 31, 2020, we and Intelicanna entered into a share exchange agreement and an agreement for future issuance of shares. Ilanit Halperin, a director and the Chief Financial Officer of the Company, ~~after~~is also the ~~merger date reflect~~Chief Financial Officer of Intelicanna, and Doron Birger, a director of ours, is the ~~results~~chairman of the ~~operations~~board of ~~Novomic and Techcare on a combined basis.~~

~~In connection with~~directors of Intelicanna effective April 2021. The share exchange agreement provided that (i) the ~~closing~~number of shares each party issues to the other will be calculated by dividing $500 thousand by the volume-weighted average price (VWAP) of the ~~Merger Agreement,~~issuing party’s shares in the three trading days preceding the signing of the agreement, (ii) the Issuance by Intelicanna will take place upon, and subject to, receipt of approval from the Tel Aviv Stock Exchange and the issuance by the Company ~~(i) changed its name from BreedIT Corp.~~will follow immediately thereafter, and (iii) the parties may not sell the shares within the first six months after issuance, and thereafter the parties may sell the shares issued to ~~TechCare Corp.; (ii)~~them if the ~~149,219,173 outstanding~~shares become registered through a prospectus approved by the relevant securities authority, or under an exemption provided by applicable securities law, subject to a limit on the number of shares either party may sell per day. The agreement for future issuance of shares provided 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 the 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 September 17, 2020 we issued to Intelicanna 2,143,470 shares of common stock in exchange for 619,589 of Intelicanna’s ordinary shares. The lock-up period under the share exchange agreement with respect to the 619,589 Intelicanna’s ordinary shares held by the Company lapsed in March 2021. Between August 3 – 9, 2021, we sold to an unrelated third party in an off market transaction 619,589 ordinary shares of Intelicanna for aggregate gross proceeds to the Company of 1,260,611 NIS (approximately $391,500 based on the current exchange rate). Following the sale, the Company no longer holds any Intelicanna shares. We sold our holdings in Intelicanna primarily to avoid being deemed an “investment holding company”. In addition, 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 ~~were~~under the agreements described above and has authorized the issuance of such shares to Intelicanna. As of December 31, 2021 the common stock have not yet been issued to Intelicanna.

On June 25, 2020, Citrine Global Israel has entered into a services agreement with Intelicanna to provide business development and consulting services to Intelicanna, including assistance with raising financing. The agreement was terminated by mutual consent on October 5, 2021.

Also on June 25, 2020, to assist Intelicanna to raise the first NIS 1 million, the Company and the Israeli Subsidiary entered into an agreement to grant Intelicanna NIS 1 million in cash (approximately USD 290 thousand) in direct financing for working capital purposes. The financing had a 6% annual interest and Intelicanna was required to make additional payments equaling 6% of its gross revenues between the date the financing is received and the date Intelicanna’s aggregate gross revenues equal NIS 2 million. On July 9, 2020, we transferred to Intelicanna NIS 500,000 (approximately $145,000 on the date of payment) on account of the above loan. On March 31, 2021, Intelicanna repaid the outstanding principal loan with the 12% interest in an aggregate amount of $164,000.

iBOT Israel Botanicals Ltd., is an Israeli botanical nutraceutical company and a related entity (“iBOT”). iBOT has a manufacturing facility for a wide range of botanical formulations. iBOT has a manufacturing facility for a wide range of botanical formulations. Our directors, Ora Elharar Soffer and Ilan Ben-Ishay are directors in iBOT and Citrine SAL, one of our principal shareholders, is a principal shareholder in iBOT.

On August 4, 2020, our Board of Directors approved for the Company and Citrine Global Israel to proceed with preparations for investing in iBOT. On August 9, 2021, through our 60% owned subsidiary Cannovation Center Israel, we 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, we agreed to advance to iBOT, a loan of $50,000 with a 12 month maturity date and we transferred, as a first tranche, $15,000 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 our 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 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, including, the development, manufacture, distribution and sale of such products. The exclusive rights include the right of any of the Citrine Global Group to grant rights thereunder to third parties so long as such third parties shall agree to be bound by terms consistent with those contained in this Agreement. In consideration of the grant of the rights under the Exclusive Rights Agreement, Citrine Global Group granted to iBOT the exclusive right to manufacture in State of Israel (consistent with the terms of the Manufacturing Agreement) the botanical products. In addition, so long as iBOT is in compliance with the terms of this Agreement, in the event that the Citrine Global Group determines to manufacture botanical products outside of Israel, then iBOT is to be afforded the opportunity to perform such manufacturing for the Citrine Group at iBOT’s facility in Israel provided that iBOT complies with all of the terms and conditions relating to such manufacturing project, including the price per unit, delivery schedules, packaging requirements regulation and other relevant terms.

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.

On June 22, 2020, we entered into a share purchase agreement with Nanomedic Technologies Ltd., an Israeli private company and a related party as further described below (“Nanomedic”) as part of A-1 funding round open only to existing Nanomedic shareholders and their affiliates. Nanomedic developed SpinCare, a system that integrates electrospinning technology into a portable bedside device, offering immediate wound and burn care treatment. We paid $450, 000 for A-1 preferred shares of Nanomedic and also received warrants to purchase A-1 preferred shares. Such investment represents a holding of approximately 3.3% in Nanomedic. The round raised approximately $2.2 million in total. Citrine S A L and certain of its partnerships, all affiliates of the Company, were already beneficial shareholders of Nanomedic immediately prior to the A-1 funding round. Ilan Ben-Ishay, a director of the Company, was already a beneficial shareholder of Nanomedic immediately prior to the A-1 funding round. Ora Elharar Soffer, our chairperson and CEO, was already a director of both Nanomedic and its Israeli parent company, Nicast Ltd., immediately prior to the A-1 funding round, and she was also already a beneficial shareholder of Nanomedic immediately prior to the A-1 funding round.

On October 20, 2021, Provisional Patent Application No: 63/257,673 for “PHARMACEUTICAL COMPOSITIONS AND METHODS FOR THE TREATMENT OF SIDE-EFFECTS ASSOCIATED WITH THE USE OF CANNABIS, CANNABINOIDS AND RELATED PRODUCTS” registered at the US Patent and Trademark Office. The patent application describes certain side effects of cannabis use, the needs, technologies and solutions to support medical cannabis patients who experience side effects related to their cannabis treatment.

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 herbal extracts, medicinal mushrooms, and 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 .

The Green Side by Side products are manufactured in Israel in iBOT Israel Botanicals Ltd under 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 include the SmokLy ^TMseries, a line of sprays for the oral cavity to support people suffering from cavity dryness (xerostomia) as a side effect.

We have commercially started marketing the products with an Israeli local 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.

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 onof the Company’s common stock pursuant to a ~~one-for-thirty (1:30) basis, resulting in 4,973,972 outstanding~~range of between 40-to-1 and 100-to-1 (the “Reverse Stock Split”). Pursuant to the Reverse Stock Split, each forty or one hundred shares of common ~~stock; and (iii) authorized ten million (10,000,000)~~stock, as shall be determined by the Board at a later time, will be automatically converted, without any further action by the stockholders, into one share of common stock. No fractional shares of common stock will be issued as the result of the Reverse Stock Split. Instead, each stockholder of the Company will be entitled to receive one share of common stock in lieu of the fractional share that would have resulted from the Reverse Stock Split. In addition, the Majority Consenting Stockholders also approved the elimination of the Company’s entire authorized class of fifty million (50,000,000) undesignated preferred stock, ~~par value $0.0001,~~thereby reducing the total number of shares of capital stock that the Company may issue from one billion five hundred fifty-thousand (1,550,000,000) shares to one billion five hundred thousand (1,500,000,000) shares, all of which ~~may~~are designated as common stock (the “Certificate of Elimination”). The Certificate of Elimination will be ~~issued in one or more classes or series, having such designations, preferences, privileges~~effective upon the filing with the Secretary of the State of Delaware, which was not completed as of the date of this annual report’s filing. The Reverse Stock Split Certificate of Amendment will be effective upon receipt of approval from the Financial Industry Regulatory Authority (“FINRA”) and ~~rights~~the filing with the Secretary of the State of Delaware, which both were not completed as ~~our board~~ of ~~directors may determine.~~the date of the filing of this annual report.

** See above detailed description about Novomic ~~was incorporated as a private limited liability Company in Israel in 2009. Since inception, Novomic has been a technology company engaged~~deal.

Our registered office address in the ~~design, development~~State of Delaware is c/o Business Filings Incorporated, 108 West 13^th St., City of Wilmington, County of Newcastle, Delaware 19801, and ~~commercialization~~the address of ~~a platform that vaporizes liquids from a contained capsule into a treatment area, utilizing its proprietary intellectual property rights.~~our primary executive office is 4 Haogen Steet Herzelia, Israel. Our website address is www.citrine-global.com.

To better align our name with our new business, we changed the name of the Company to Citrine Global, Corp. and the ticker symbol to “CTGL.” These changes became effective on August 26, 2020. Our ~~Treatment Solutions~~

Parents and children exposed to head lice are now forced to use standard over-the-counter, or OTC, treatments that are toxic, often ineffective, time consuming and expensive. According to the Journal of Medical Entomology, 98% of lice have developed resistance to existing treatmentscommon stock is traded in the USUnited States on the OTCQB market under the ticker symbol “CTGL.

As previously disclosed, we have applied to list our common stock on the Nasdaq Capital Market. While we are working diligently in this regard, no assurance can be given that our application will be approved or that a trading market will develop.

We are ~~now referred~~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 ~~as “super-lice”~~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 2030⁸ with growing awareness of health and wellness solutions for improving people’s quality of life⁹. ~~Most current treatments contain pesticides, alcohol or silicone, which~~We are ~~all associated~~witnessing a global movement of health and wellbeing becoming a priority for the public, further emphasized by the recent global COVID-19 pandemic. There is increasing recognition that people need to take charge of their own health, improve their quality of life, use natural products, and balance side effects caused by medicines and treatment¹⁰.

We believe the power of plant-based solutions from nature that 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 ~~hazardous~~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.

~~Novokid®~~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.

Citrine S A L, which has been operating for years in the Israeli market through technology companies and funds including Citrine S A L Biotech & Hi-Tech funds, is experienced in bringing start-up companies to the global market and has already invested in Israeli technology companies including: Nicast, NanoMedic, WellBe, Biocep, Improdia, Intelicanna, iBOT, Cannbit, Novomic, Dario, BSP Medical, ICB Israel-China Fund and more.

We have strategic alliance and manufacturing agreements with iBOT Israel Botanicals, nutritional supplements’ company and GMP-certified manufacturing facility approved by the Israeli Ministry of Health. As part of our activity with iBOT Israel Botanicals we are developing and manufacturing our product line including the Green Side by Side product line.

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 ~~non-pesticide,~~leading company for plant-based wellness & pharma solutions to improve people’s quality of life.

⁸Research, P., 2022. Health and Wellness Market Size to Hit USD 7,656.7 Bn by 2030. [online] GlobeNewswire News Room.

⁹NielsenIQ. 2022. An inside look into the 2021 global consumer health and wellness revolution. [online]

¹⁰Sullivan, F., 2022. Increasing Health Consciousness Among Consumers to Shift the Global Prebiotic Ingredients Market. [online] Prnewswire.com.

We created multi-strategy solutions to realize our mission, the highlights of which include the following:

We believe the power of plant-based solutions from nature can help improve people’s health and quality of life. We have built a strategy for developing a plant-based product portfolio with scientific and research-based plants such as herbal extracts, medicinal mushrooms, and other natural ingredients for the wellness industry and pharma solutions with the mission of developing plant-based medicines.

The plant-based products market is booming with health-conscious consumers spending more on natural products, ranging from nutraceuticals, natural superfoods, beverages, cosmetics, to legal cannabis and ~~eco-friendly solution~~the evolving market of botanical and plant-derived drugs. The COVID-19 pandemic has left a lasting impression on consumer behavior, particularly in relation to plant-based nutrition and natural immunity boosters¹¹.

We are basing our efforts on technologies to create research and innovation, 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.

About Side Effects Caused by Using Medicines Cannabis and Treatments or an Unbalanced Lifestyle

Side effects are unexpected reactions which may result from using medicines and treatments. There are common side effects, such as dryness in the oral cavity (xerostomia), headaches, dizziness, drowsiness, fatigue, nausea, vomiting, lack of concentration, and impaired appetite that ~~eliminates lice~~are associated with the use of medicines, treatments and ~~super lice with a 10 minute dry treatment. This compares with current treatments that require 20-40 minutes~~the use of ~~shampooing~~cannabis and ~~combing. Our treatment is fast, dry, clean,~~related products¹⁷.

Natural plant-based products show great promise in improving quality of life and ~~easily administered at home or on the go. Novokid®~~ can ~~also~~ be used as complementary products to balance side effects. Antibiotics and probiotics are an excellent use case. Antibiotics are important for treating bacterial infections; however, they can sometimes cause side effects such as diarrhea, liver disease and changes to the gut microbiota. Using probiotics during and after a ~~maintenance~~ treatment ~~if used regularly.~~with antibiotics can help reduce the risk of diarrhea and restore the gut microbiota to a healthy state¹⁸.

Addressing a significant market need, we included in our product roadmap is the development of plant based complementary solutions through wellness as well as clinically developed plant-based pharmaceutical products to address the need to balance selected effects and support people who experience side effects from using medicines, cannabis, and various treatments such as:

Research has shown that nearly 70% of cannabis users experienced constant dry mouth and 20% of the elderly population suffer from xerostomia as a side effect of medications¹⁹.

¹¹Sullivan, F., 2022. Increasing Health Consciousness Among Consumers to Shift the Global Prebiotic Ingredients Market. [online] Prnewswire.com.

¹²Research, P., 2022. Nutritional Supplements Market to Hit US$ 624.7 Billion by 2030. [online] GlobeNewswire News Room.

¹³Research, I., 2022. Global Superfoods Market Size is Projected To Reach US$ 287.75 Billion by 2027 | Superfoods Market Store, Delivery Options, Emerging Trends 2022 | Segmentation by Product Type, Applications, Regions, & Key-Players (ADM, Ardent Mills, Bunge). [online] GlobeNewswire News Room.

¹⁴Grandviewresearch.com. 2022. Legal Marijuana Market Size Worth $70.6 Billion By 2028.

¹⁵2018-2026, G. and 2018-2026, G., 2022. Botanical and Plant Derivative Drug Market - Global Forecast 2018-2026. [online] Inkwood Research.

¹⁶Mynewsdesk. 2022. Vegan Cosmetics Market is Growing at 6.9% CAGR, Market Size, Share, Statistics, Cosmetics Industry Trends, Leading Company Profiles, Forecast & Estimations to 2027.

¹⁸Healthline. 2022. What You Should Eat During and After Antibiotics. [online]

¹⁹Harpreet, S., Joseph, K., Wafaa, S. and Seunghee, C., 2019. Impact of Cannabis on the Port of Entry-Oral Tissues: An Overview. International Journal of Oral and Dental Health, 5(3).

We researched the oral cavity dryness side effect, xerostomia, a common side effect associated with damage to the glands responsible to produce saliva that may result from smoking, using cannabis, medications, and treatments. Saliva contains calcium and phosphorous which protects teeth, helps the digestive system, prevents bad smell through balancing the acidity that comes from food and bacteria, has enzymes that help break down food, washes food scraps and bacteria, and helps speech as pronunciation of movements and syllables is done with saliva and tongue. It is important to maintain the saliva level in the mouth and prevent problems and damage, as saliva plays a key role in maintaining health in the oral cavity.

Following investigation of dry mouth side effect (xerostomia), And as part of our Green Side by Side line, we developed the SmokLy ^TMseries of sprays for the oral cavity which contain plant extracts distilled from seeds, roots, bark, fruits with active anti-inflammatory substances that encourage saliva production and taste in the oral cavity and can balance the dry mouth side effect (xerostomia) from using medicines and cannabis.

Following thorough investigation of cannabis’ side effects, we filed a provisional patent application 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 in the U.S. Patent & Trademark Office.

There are currently over 200 million cannabis users worldwide and an increased interest in cannabis as a medicine in recent years²⁰. Cannabis was approved for medical use showing benefit in serious medical conditions including cancer, multiple sclerosis, Parkinson’s, epilepsy, chronic pain, post trauma, and more²¹. Research indicates that some medical cannabis users experience side effects during their cannabis treatment, which may cause them to discontinue treatment despite good clinical outcomes achieved with the cannabis treatment²².

According to the Mayo Clinic in the US these are the most reported side effects in association with cannabis use²³:

²⁰Statista. 2022. Cannabis users worldwide number by region 2011-2019 | Statista. [online]

²²Kudahl, B., Berg, M., Posselt, C., Nordentoft, M. and Hjorthøj, C., 2021. Medical cannabis and cannabis-based medicine show both potential efficacy and potential harms: Cross-sectional comparison with controls on self-rated and interviewer-rated outcomes within the Danish pilot program on medical cannabis. Complementary Therapies in Clinical Practice, 45, p.101476.

Our product roadmap includes continuing to develop and file additional patent applications and the development of complementary solutions for balancing selected side effects caused by medicines, treatments, cannabis, aging, stress, and an unbalanced lifestyle.

Leveraging technology and research, we developed a wellness plant-based product line under the brand name of Green Side by Side™ targeting to improve quality of life and complementary products for balancing selected side effects caused by medicines, cannabis, treatments or an unbalanced lifestyle.

~~Shine – Natural Haircare rejuvenation~~We used innovative technologies and experience to create the products combining a variety of well researched plants including herbal extracts, medicinal mushrooms, vitamins , minerals and 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 more .

In December 2021 we finalized the development of 25 researched plant-based products under our wellness Green Side by Side™ product line in multiple form factors, such as sprays, powders, tablets, capsules, and tinctures. The products are manufactured in Israel in iBOT Israel Botanicals Ltd under 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™ products line, which include the SmokLy ^TMseries, a line of sprays for the oral cavity to support people suffering from cavity dryness (xerostomia) as a side effect.

~~Shine uses~~We have commercially started selling the products with a ~~patented vaporization process~~local Israeli partner that is targeting medical cannabis distribution channels and ~~formulation~~we plan to ~~clean, treat~~expand our activity in the Israeli market as well as distribute worldwide with local partners and ~~improve~~according to local regulations. Green Side by Side is positioned to capture market share in the appearance of the hair and scalp. In addition to removing the residue, the treatments balance the hair’s pH levels, add body and shine, define curls, and strengthen and protect hair from further damage. We believenutritional supplements market that the Shine treatment is user friendly, requiring the user to connect the Using Shine capsule to a designated tube, place the attached cap on their head and sit for a 10-minute treatment. There is no need to rinse or shampoo following the treatment. The treatment is expected to cleanse the scalp and leave the hair shiny and manageable.

~~According to a report published by Mordor Intelligence, the global hair care was valued at $95.45 billion in 2018 and~~ is expected to reach ~~$116~~$625 billion by ~~2024, registering~~2030²⁵.

²⁵Research, P., 2022. Nutritional Supplements Market to Hit US$ 624.7 Billion by 2030. [online] GlobeNewswire News Room.

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.

All image rights are reserved to the Company and are for illustration purposes only and do not bind the company.

In February of 2022, we completed the acquisition from the Israel Lands Authority (ILA) of 125,000 sq ft (11,687 sq meters) of industrial land in Yerucham, a ~~compound annual growth rate (CAGR)~~city in southern Israel, to build Green Vision Center Israel. Approximately 90% of ~~3.35%. We~~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 including a unique roof in the shape of a lotus flower and built with solar panels in accordance with ecological green principles of saving energy. The Green Vision Center is a first-of-its-kind center that combines development and production facilities, manufacturing plants, laboratories, logistics, import and export, offices, training, conference center, and an international visitor complex all in a single location to promote innovation and go-to-market of plant-based products from wellness to pharma.

The center’s infrastructure and facilities will be focused on the development and production of wellness & pharma plant-based products, including self-care products, botanical solutions, nutritional supplements, vitamins, healthy snacks and beverages, natural cosmetics, medical cannabis and cannabinoid-based products, plant-based pharma products, botanical drugs and wellbeing solutions.

**All image rights are ~~looking~~reserved to ~~establish~~the Company and are for illustration purposes only and do not bind the company

The center will be constructed by a professional project construction company and sub-contractors that will oversee all aspects of the building including interfacing and obtaining all facilities and products relevant licenses and regulatory approvals, the requisite building permits and other required authorizations.

Our vision is to become a leading worldwide production and innovation center for natural plant-based products and health, wellness, and pharma solutions and to bring partners, market leaders, companies, technologies, and scientific collaborations from Israel and around the world.

Our presence in Israel combined with our close contacts with leading universities, researchers and companies empowers us to access the ~~home treatment niche. To that end,~~latest technologies, talent, and innovations and bring them to the global market.

Our growth strategy includes mergers & acquisitions of ~~expanding the Shine treatment product line~~technology and distribution companies.

Our IP strategy and R&D roadmap include developing plant-based wellness and pharma solutions, building our patent portfolio, conducting clinical trials, advancing products through regulatory approvals on a country-by-country basis, and bringing innovative products to ~~include formulations for the needs of specific hair types, such as dry, curly, colored, and over-processed hair.~~

Our ~~current~~product roadmap includes the development of plant-based products to improve quality of life and complementary solutions for balance selected side effects caused by medicines, treatments, cannabis, aging, stress, and unbalanced lifestyle.

²⁶PwC-Startup Nation Central Report Explores Israel’s Multinational Innovation Ecosystem

²⁷Portfolio of Israeli companies Life science and Clean-tech sectors October 2020

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, 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.

Following investigation of the side effects of medicines, cannabis, and treatments, in October 2021 we filed a provisional patent application for “PHARMACEUTICAL COMPOSITIONS AND METHODS FOR THE TREATMENT OF SIDE-EFFECTS ASSOCIATED WITH THE USE OF CANNABIS, CANNABINOIDS AND RELATED PRODUCTS”, patent No: 63/257,673 in the U.S. Patent & Trademark Office. The patent application describes certain side effects of cannabis use, the needs, technologies and solutions to support medical cannabis patients who experience side effects related to their cannabis treatment.

As part of our IP strategy, we plan to continue developing and filing additional patents applications.

The plant-based wellness & pharma market is booming, with health-conscious consumers spending more on natural products ranging from nutraceuticals, natural superfoods, beverages, and cosmetics to legal cannabis and the evolving market of botanical and plant-derived drugs.

The wellness products are sold through different distribution channels which include online digital direct sales, online retailer websites, physical shops and retailers including food, drug, and mass merchandise retail networks.

Our strategy includes various business models that are intended to bring new products to market leveraging and generating revenues. Our plan is to release to market several product lines and brands for the wellness and pharma industry.

We are currently focused on building a B2B distribution network worldwide with select local partners who will be handling import, distribution, marketing, and sales while adhering with local regulations.

Our strategy for generating revenue in the near term and future ~~products are all based on the vaporization platform, which was developed over a period of seven years. Since January 1, 2018, we have achieved the following:~~include:

Our business model for generating revenues from the Green Vision Center includes:

The wellness and pharma industries are very crowded and competitive. Many companies, from startups to corporate giants, operate in these spaces.

We have differentiated ourselves through our end-to-end strategy of bringing to market innovative plant-based wellness and pharma products covering the whole spectrum from research, product development, building the infrastructure, manufacturing, and marketing.

²²https://www.globenewswire.com/news-release/2021/11/03/2326982/0/en/Nutritional-Supplements-Market-to-Hit-US-624-7-Billion-by-2030.html

²³https://www.globenewswire.com/news-release/2022/02/28/2393441/0/en/Global-Superfoods-Market-Size-is-Projected-To-Reach-US-287-75-Billion-by-2027

²⁴https://www.grandviewresearch.com/press-release/global-legal-marijuana-market

²⁵https://inkwoodresearch.com/reports/botanical-and-plant-derivative-drug-market/

²⁶https://www.mynewsdesk.com/brandessence/pressreleases/vegan-cosmetics-market-to-grow-3159575

We built the following strategy and unique business model that can support our ability to remain competitive

~~During the next 12-18 months, we plan to focus our efforts on the following:~~

In every jurisdiction in which we plan to operate, we will be subject to extensive governmental regulations on the formulation, manufacturing, packaging, labeling, advertising, promoting, importing, distributing, shipping, and selling our products, may they be nutritional supplements, cosmetics, foods, or any other category.

Prior to commencing operations and/or permitting sales of our products in the market, we may be required to obtain an approval, license, or certification from the relevant country’s ministry of health or another responsible agency. Prior to entering a new market, we plan to work with local authorities, either directly or via our local partner, to obtain the requisite approvals. The approval process usually requires us to present each product and product ingredients and, in some cases, arrange for testing of products by local technicians for ingredient analysis

We are aware that we or our local partners would need to obtain various regulatory approvals and licenses for our different product lines and activities, including production of botanicals, nutritional supplements, natural snacks and beverages, natural cosmetics, and more. We intend to obtain all regulatory approvals required for different product categories in the different countries in which we will operate either directly or through our local partners.

We describe in this section mainly the material regulations that are currently applicable to our products.

While the number of people using nutritional supplements and herbal medicine products continues to increase in many countries, the regulations for these products vary from country-to-country. In some countries supplement use is limited to general health and well-being while in other countries they are permitted for use as medicinal products. To date, there is little consensus from country to country on the scope, requirements, definition, or even the terminology in which the nutritional supplement and herbal medicines categories could be classified.²⁸

Our Green Side by Side products are regulated in Israel as nutritional supplements and meet all regulatory compliance requirements for nutritional supplements in Israel. iBOT Israel Botanicals, our manufacturing facility for the Green Side by Side product line, is approved by the Israeli Ministry of Health and is GMP-certified.

The Green Side by Side products will have all relevant regulatory approvals before being launched in other territories, such as European countries and the US.

²⁸Thakkar, S., Anklam, E., Xu, A., Ulberth, F., Li, J., Li, B., Hugas, M., Sarma, N., Crerar, S., Swift, S., Hakamatsuka, T., Curtui, V., Yan, W., Geng, X., Slikker, W. and Tong, W., 2020. Regulatory landscape of dietary supplements and herbal medicines from a global perspective. Regulatory Toxicology and Pharmacology, 114, p.104647.

The Israeli Ministry of Health maintains a comprehensive list of authorized nutritional supplements for marketing. This list includes over a thousand different vitamins, minerals, amino acids, and herbs including their extracts. Items under this list can be legally marketed, however, no medical claims can be made without adequate supporting information. The final products can be in various forms such as powders, tablets, hard or soft capsules, liquids, including oils and tinctures. Each product must be manufactured under GMP conditions and be approved by the Ministry of Health prior to selling.

We Acquired 125,000 sq ft (11,687 sqm) of industrial land in the south of Israel upon which a 60,000 sq. ft. (5,500 sqm) facility will be built comprised of manufacturing plants, laboratories, logistics, import and export, offices, training, conference center, and an international visitor complex. The center will be constructed by a real estate professional project construction company and regulatory consultants in the relevant fields that will obtain the required authorizations.

We intend to obtain all necessary regulatory approvals and licenses for the Green Vision Center’s production and operation facilities and products.

We believe the health & wellness industries, which demonstrate high growth potential, and we are primarily focused on these industries.

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. The hectic, unbalanced lifestyle has resulted in the prevalence of lack of proper diet and sleep, stress, depression, anxiety, cancer, diabetes, and various other health related issues. Lack of proper diet has resulted in the reduced intake of essential nutrients and minerals required for the healthy and active functioning of the human body. Precedence research identifies growth opportunities to the health and wellness market players across the globe in the adoption of smart technologies and innovative ways in the manufacturing of various health and wellness products, nutritional supplements, healthy snacks and beverages, the growing biopharmaceutical industry and development of botanical drugs ^29.

Health and wellness have been found by Nielsen IQ researchers to be the most powerful consumer force of 2021. In contrast to the unpredictable nature of COVID-19, consumers are being very deliberate with their choices. A survey conducted discovered that consumers emphasize having meaningful and purposeful living, health management, strength and wellness, mental health and stability, happiness, social connections, environmental betterment, balance, and fulfillment. We are witnessing a global movement of health and wellbeing becoming a priority for the public, further emphasized by the recent global COVID-19 pandemic. There is increasing recognition that people need to take charge of their own health, improve their quality of life, use natural products, and balance side effects caused by medicines and treatment³⁰.

The plant-based products market is booming with health-conscious consumers spending more on natural products, ranging from nutraceuticals, natural superfoods, beverages, cosmetics to legal cannabis and the evolving market for botanical and plant-derived drugs. The COVID-19 pandemic has left a lasting impression on consumer behavior, particularly in relation to plant-based nutrition and natural immunity boosters³¹.

²⁹Research, P., 2022. Health and Wellness Market Size to Hit USD 7,656.7 Bn by 2030. [online] GlobeNewswire News Room.

³⁰NielsenIQ. 2022. An inside look into the 2021 global consumer health and wellness revolution. [online]

³¹Research, P., 2022. Health and Wellness Market Size to Hit USD 7,656.7 Bn by 2030. [online] GlobeNewswire News Room.

³²Research, P., 2022. Health and Wellness Market Size to Hit USD 7,656.7 Bn by 2030. [online] GlobeNewswire News Room.

³³NielsenIQ. 2022. An inside look into the 2021 global consumer health and wellness revolution. [online]

³⁴Grandviewresearch.com. 2022. Legal Marijuana Market Size Worth $70.6 Billion By 2028. [online]

³⁵2018-2026, G. and 2018-2026, G., 2022. Botanical and Plant Derivative Drug Market - Global Forecast 2018-2026. [online]

³⁶Mynewsdesk. 2022. Vegan Cosmetics Market is Growing at 6.9% CAGR, Market Size, Share, Statistics, Cosmetics Industry Trends, Leading Company Profiles, Forecast & Estimations to 2027. [online]

The global nutritional supplements market is expected to reach USD 624.7 billion by 2030 and is expanding growth at a CAGR of 7.1% over the forecast period 2021 to 2030 with plant-based supplements containing natural ingredients and extracts of plants and mushrooms that have a beneficial biological effect³⁷. The global superfoods market is expected to reach USD 214.95 billion by 2027 with superfoods being foods that have a very high nutritional density. This means they provide a substantial amount of nutrients and very few calories. They contain a high volume of minerals, vitamins, and antioxidants.

Growth in the nutritional supplements is driven by growing awareness of health and safety in the traditional pharma, food, and beverage industries as well as higher healthcare costs. Authentic consumption has become a major food and beverage trend as consumers increasingly seek non-artificial and natural ingredients. Products such as ginseng, echinacea, ginkgo biloba, and garlic, the top selling botanical products are considered natural remedies for inflammation and infections. This is further driven by the COVID-19 pandemic, with consumers looking to strengthen the natural immune system. This is also driving growth of vitamins and minerals and moving towards natural colorant-based plant juice products, since they provide better and long-lasting protection from viruses and bacteria. In addition, botanicals and nutritional supplements are widely used by people who suffer from diseases related to weight management, clinical nutrition, digestive health (gut health problems), immunity, diabetes, and cardio fitness, either as treatment or prevention³⁸.

The global botanical and plant-derivative drug market is anticipated to grow to USD 53 billion by 2026 driven by growing applications in diseases, an FDA botanical approval pathway, technological developments in manufacturing processes and a growing focus and demand for naturally sourced medicines⁴⁰.

Botanical drugs are derived from natural sources, plants and mushrooms, and are considered to have fewer side-effects as compared to synthetic drugs while showing high efficacy in helping to treat different medical conditions and chronic diseases⁴¹.

The important driver for growth in the global botanical and plant-derivative drug market is its growing applications in diseases. Botanical drugs are derivative of medicinal plants and may contain algae and vegetable substances, along with macroscopic fungi. These may assist in the treatment of various diseases, such as central nervous system disorders, infectious diseases, cardiovascular diseases, and respiratory diseases. Botanical and plant derivative drugs are available in various forms, such as pills, tablets, and injections⁴².

The factors responsible for limited adoption of botanical drugs are regulations with governments across the globe having strict regulations regarding the use and approval of botanical drugs. The use of botanical and plant derivative drugs is currently limited for curing only a few diseases such as central nervous system disorders and respiratory and cardiovascular diseases. We can see some transformation of the regulatory landscape in the US as one of the prime reasons driving the botanical and plant-derived drugs market growth ⁴³.

The Botanical and plant-derivative drug market is primarily driven by the following factors ⁴⁴

We may be required to obtain additional regulatory approvals for our head lice treatment platform and any future products. If unable to receive regulatory approval or commercialize our product candidates, our business will be adversely affected. CE approval, which was already obtained for our Novokid® product, is required for the marketing, distributing and sale of our products in the European Union, whereas FDA approval is required for such marketing, distributing and sale in the United States. In the event that our products are to be sold in certain territories requiring additional regulatory approvals, such approvals will need to be obtained by us or by our distributors.

While the vaporizer for both Novokid® and Shine is designated to be a one-time purchase, the head cap and the capsules, will be sold separately based on the “razor-razor blade” business model (the initial sale of the intro kit accompanied by the recurring sales of the capsules and head cap). Based on our estimates, which we believe are both reasonable and conservative, our target customers are expected to purchase between 12-16 capsule units per year. Therefore, we estimate that the majority of our revenues will be generated in the future based on capsules sales for both Novokid® and Shine products.

The Company plans to focus its initial sales and marketing efforts for Novokid® on the European Union where CE approval was obtained in the third quarter of 2017, and once the FDA approval for the Novokid® product is received, also the United States. For Shine, the Company will focus on the Asian and U.S. markets.Global Cannabis Market

~~In order to achieve our intended~~The global ~~footprint and~~legal cannabis market presence, we plan to base our primary distribution method on the distribution model, in which the distributor will sell our products under our name and branding. In specific instances, we will consider implementing the OEM model, in which the distributor will sell our products under a co-branding arrangement. We believe that these models will reduce our marketing costs to a minimum while starting to generate revenues to support our research and development efforts for utilizing our technological platform to expand our product line.

In addition, in January 2019, we entered into a joint venture agreement with a Chinese partner for the formation of a Chinese joint venture intended to focus on the development of comprehensive and broad range of health, wellness, beauty and home products for customers by utilizing our patented technology of vaporization of natural and plant-based compounds. The joint venture intends to sell its products in the Greater China region, including mainland China, Hong Kong, Macao and Taiwan, directly or through others. We are currently working with our Chinese Partner on the formation of the Chinese joint venture entity.

The Company also plans to market and advertise its products through implementing an omni-channel strategy, both through online and retail sales outlets, which we believe will present a significant opportunity for generating sales and market acceptance.

We manufacture our products through third party manufacturers in Israel and China. The Novokid® vaporizer is manufactured in China by a local manufacturer, which also handles assembly, integration and quality assurance for the vaporizer and manufactures the cap and the ancillary components of the Novokid® kit. The Novokid® treatment capsules are manufactured and filled in Israel by third party contractors. We are working with our contractors to erect an automated production and assembly line, which we expect to increase our manufacturing capacity as well as reduce its costs.

We incurred $571 thousand on research and development during the past two years. During this period, the Company completed the development of the Novokid® and we expect to complete the development of the Shine product in the first half of 2019. The design includes finalization of commercial design of the compressor, capsules and head cap and optimizing the products’ efficiency.

We plan to build upon the research and development achievements we had with the completion of the Novokid® product for head lice treatment as the basis to expand our variety of treatments and medical, beauty and wellness solutions, which will also be based on our vaporization platform and the knowledge we gained during the past years.

~~We are working on a new and proprietary capsule (patent-pending) which will enable a wider variety of future applications for our delivery platform.~~

Due to the importance of patents, we devoted significant efforts and resources and will continue to invest resources in strengthening our patent portfolio. Below is the list of patents we have registered to date:

~~We plan to expand our existing patents to encompass additional applications.~~

In the key markets (i.e. the United States and Europe) in which we compete, our competition ranges from prescription and OTC treatments, many of which are well-established and accepted in the market, to simple home remedies, which include occlusive agents, such as “petrolatum shampoo,” mayonnaise, butter or margarine, herbal oils, and olive oil, applied to suffocate lice. These home remedies, while widely used, have not been evaluated for effectiveness in randomized controlled trials. To date, with respect to occlusive agents, only anecdotal information is available concerning their effectiveness.

At present, in Israel, there are three brands which are dominating the lice treatment market. However, the active ingredients in these pharmacological therapies are mostly based on chemical insecticides or silicone. A major problem that chemical-based solutions (mainly pyrethroids) now face is that a growing amount of head lice have developed gene mutations that made them resistant to pyrethroids (those lice are being referred in the common population as “Super Lice”). Pyrethroids are the family of insecticides used to kill lice in common over-the-counter treatment products.

During our research, we found that no product on the market today provides a complete solution comparable to our treatment, which we believe places us in position to succeed in the head lice treatment market. Our treatment is designed to create an isolate, controlled environment around the head lice-infested area, in-which a vapor concentration of acetic acid is created, which will be fatal for lice and their eggs, but harmless to the skin and hair of the patient.

In the key markets (i.e. the United States, Europe and China) in which we compete, we have not identified a direct competitor utilizing the mechanism or technology similar to those employed by Shine, which is unique and innovative. Dry shampoos and other shine related cosmetic products can be regarded as indirect competitors.

It is unlikely that all head lice infestations can be prevented because children come into head-to-head contact with each other frequently, whether in school or in other environments where they are together. As a result, head-lice incidence primarily occur during the school year and during the summer camps. Therefore, we expect strong demand for our product throughout the year with minor or no seasonality fluctuations.

Schools in the United States, Canada, and Australia commonly exclude infested students, and prevent return of those students until all lice, eggs, and nits are removed. This could have major social implications on both the children and the parents that are required on a day’s notice to cease their day-to-day activities and focus on their child’s head lice problem. To save time and for better results, we believe that people will readily accept and use the latest technology and cost efficient product represented by our treatment.

Israel, our home base country, had a corporate tax rate of 23% in 2018 and has signed tax treaties with many countries to reduce export and import tariffs. We believe that this export friendly policy in Israel will help our business because we will be manufacturing the capsules, which are the main component of the products, in Israel, for export to the United States, Canada and countries of European Union with the collective market.

~~According to a report published by Market Research Future, the global lice treatment market~~size is expected to ~~register a compound annual growth rate (CAGR)~~reach USD 70.6 billion by 2028 driven mainly by increased legalization of ~~6.5% during the forecast period of 2018 to 2023. High prevalence of head lice~~cannabis for medical and growing children population majorly drives the market. Moreover, factors such as increasing disposable income and rising healthcare expenditure provides suitable boost for the market growth. Contrary to the foregoing, we believe that lack of awareness and low per capita healthcare expenditure in the developing and low-income countries restricts market growth.

~~Our head lice treatment is subject to regulation by and approval from CE~~adult-use and the FDA. European Union regulations specify that treatments for human diseases be classified either as a medicinal product or a medical device. Pediculosis (head lice) treatments fall into both categories. The European Union defines three different classesgrowing adoption of ~~pediculosis treatments:~~

1. Those that act via pharmacologically active ingredients (such as insecticides like pyrethrum extract, organophosphates or carbamates). These are classified as medicinal products. Such treatments have to overcome possibilities of resistance and toxicity (for example, the phasing out of linden in Europe over topological and environmental concerns).

~~2. A more recent class of treatments are those that act via a physical mechanism, as opposed to a chemical one. These are classified as~~~~medical devices~~ ~~and include silicone oil-based treatments such as dimeticones. By contrast to the former class of treatments,~~ these ~~are non-toxic to humans and are not likely to suffer from problems of resistance.~~

3. The third class of treatments are those which are based on essential oils and herbal extracts. Efficacy claims for such treatments have been advanced under both chemical and physical headings: they are mostly registered as medical devices.

~~During the third quarter of 2017, we have obtained a CE approval for our Novokid® solution, classified as a Class I medical device.~~

~~FDA approved treatments for head lice include both OTC~~ products and prescription drugs, such as Nix and Rid, in the form of shampoos, creams and lotions. However, many head lice products are not for use in children under the age of two. Although OTC drugs are available for treatment of head lice, health care professionals often prescribe drugs approved by the FDA, such as Ulesfia (approved in 2009), Natroba (approved in 2011) or Sklice (approved in 2012) for the treatment of ~~head lice.~~chronic diseases⁴⁵.

There are currently over 200 million cannabis users worldwide and an increased interest in cannabis as a medicine in recent years⁴⁶. Cannabis was approved for medical use showing benefit in serious medical conditions including cancer, multiple sclerosis, Parkinson’s, epilepsy, chronic pain, post trauma, and more. Research indicates that some medical cannabis users experience side effects during their cannabis treatment, which may cause them to ~~obtaining FDA approval, we~~discontinue treatment despite good clinical outcomes achieved with the cannabis treatment ⁴⁷.

The global natural cosmetics market is projected to reach USD 24.26 billion by 2027 driven mainly by increasing demand for harmful chemical-free cosmetics, rising awareness against the use of animal derivatives and growing social media movements endorsing naturally derived products⁴⁸.

The cosmetic and personal care segment of botanicals is also on the rise with companies increasingly discovering novel herbal ingredients as consumers are seeking more natural products with ingredients that are of plant origin: extracts or oils obtained from raw plant materials. Natural cosmetics are cosmetics that have ~~entered into an OEM Agreement, according~~ingredients of plant origin. The absence of chemical compounds and animal-by products are specifically suited to ~~which the OEM distributor will manufacture, distribute~~sensitive skin people. The natural cosmetic products are biodegradable and ~~sell the Company’s Novokid® head lice treatment products,~~environmentally friendly. Many companies in the ~~United States, Canada, Brazil, Argentina, Costa Rica~~field focus on the production of natural cosmetics that are cruelty-free as these products have increasing demand⁴⁹.

³⁷Research, P., 2022. Nutritional Supplements Market to Hit US$ 624.7 Billion by 2030. [online] GlobeNewswire News Room.

³⁸PwC “Vitamins and ~~Colombia, all on an exclusive basis. Under this OEM Agreement, the OEM distributor~~Dietary Supplements Market Overview Report, https://www.pwc.com/it/it/publications/assets/docs/Vitamins-Dietary-Supplements-Market-Overview.pdf

³⁹PwC “Vitamins and Dietary Supplements Market Overview Report, https://www.pwc.com/it/it/publications/assets/docs/Vitamins-Dietary-Supplements-Market-Overview.pdf

⁴⁰2018-2026, G. and 2018-2026, G., 2022. Botanical and Plant Derivative Drug Market - Global Forecast 2018-2026. [online] Inkwood Research.

⁴¹2018-2026, G. and 2018-2026, G., 2022. Botanical and Plant Derivative Drug Market - Global Forecast 2018-2026. [online] Inkwood Research.

⁴²Sciences, L. and Discovery, D., 2022. Global Botanical and Plant-Derived Drugs Market 2022-2026. [online] Marketresearch.com.

⁴³Sciences, L. and Discovery, D., 2022. Global Botanical and Plant-Derived Drugs Market 2022-2026. [online] Marketresearch.com.

⁴⁴2018-2026, G. and 2018-2026, G., 2022. Botanical and Plant Derivative Drug Market - Global Forecast 2018-2026. [online] Inkwood Research.

⁴⁵Research, P., 2022. Health and Wellness Market Size to Hit USD 7,656.7 Bn by 2030. [online] GlobeNewswire News Room.

⁴⁶Statista. 2022. Cannabis users worldwide number by region 2011-2019 | Statista.

⁴⁸Mynewsdesk. 2022. Vegan Cosmetics Market is ~~responsible for obtaining and maintaining FDA approval and shall bear all costs related~~Growing at 6.9% CAGR, Market Size, Share, Statistics, Cosmetics Industry Trends, Leading Company Profiles, Forecast & Estimations to ~~such approval. Our OEM distributor~~2027. [online]

⁴⁹Mynewsdesk. 2022. Vegan Cosmetics Market is ~~currently communicating with the FDA regarding Novokid®’s designation as a Medical Device. A Pre-Request for Designation (Pre-RFD) application was submitted~~Growing at 6.9% CAGR, Market Size, Share, Statistics, Cosmetics Industry Trends, Leading Company Profiles, Forecast & Estimations to the FDA by our OEM Distributor outlining the product’s description, usage and benefits, in order to have it designated as a medical device. The FDA’s reply to our Pre-RFD is currently reviewed by our OEM Distributor and by us.2027.

We currently engage 1018 employees and service providers, ~~(some on a full time basis, and others on a part time basis)~~ working in various fields of management, research and development, product management, marketing and regulatory advice. Most of our activities are done with external consultants and professional companies that provide us the required services.

We are subject to Israeli labor laws and regulations with respect to our employees located in Israel. These laws and regulations principally concern matters such as pensions, paid annual vacation, paid sick days, length of the workday and workweek, minimum wages, overtime pay, insurance for work-related accidents, severance pay and other conditions of employment. Our employees are not represented by a labor union. We consider our relationship with our employees to be good. To date, we have not experienced any work stoppages.

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports are available free of charge though our website (http://wwwcitrine-global.com) as soon as practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission (the “SEC”). Except as otherwise stated in these documents, the information contained on our website or available by hyperlink from our website is not incorporated by reference into this report or any other documents we file, with or furnish to, the SEC.

Our common stock is listed and traded on the Over-the-counter market OTCQB under the symbol “CTGL.”

You should consider carefully the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K. If any of the following risks are realized, our business, financial condition, results of operations and prospects could be materially and adversely affected. The risks described below are not the only risks facing the Company. Risks ~~Associated With Our Business~~

We and ~~our independent registered public accounting firm have expressed substantial doubt as~~uncertainties not currently known to ~~our ability to continue as a going concern.~~

~~Our 2018 financial statements have been prepared assuming~~us or that we ~~will continue as~~currently deem to be immaterial also may materially adversely affect our business, financial condition, results of operations and prospects.

We have a ~~going concern~~limited operating history and ~~do not include any adjustments that might result~~ if we are not successful in continuing to grow our business, then we may have to scale back or even cease our ongoing business operations.

We have a limited operating history. Our operations will be subject to ~~continue as~~all the risks inherent in the establishment of a ~~going concern. To date we~~developing enterprise and the uncertainties arising from the absence of a significant operating history. We have not generated ~~any significant~~ revenues and have funded our operations through various forms of capital raising. As a result, there is substantial doubt about our ability to continue as a going concern. Further, based on our financial results for the year ended December 31, 2018, our independent registered public accounting firm has also expressed substantial doubt as to our ability to continue as a going concern.

~~Notwithstanding our belief that we likely will be able to raise equity capital at terms acceptable to the Company,~~ there can be no assurance that we will ~~have adequate capital resources~~ever generate revenues and, even if we did, there is no guarantee that we will be profitable. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in our company.

We expect to incur losses for the foreseeable future as we continue the implementation of our business plan. If we fail to generate revenue and eventually become profitable, or if we are unable to fund our continuing losses, our shareholders could lose all or a substantial part of their investment.

We will need substantial additional funding to implement our business plan & operations, including building the Green Vision Center, which could result in significant dilution or restrictions on our business activities. We may not be able to raise capital when needed, if at all, which would force us to delay, reduce or eliminate our product development programs or commercialization efforts and curtail our operations

Our operations have consumed substantial amounts of cash since inception. We expect to need substantial additional funding to pursue the clinical development of our drug candidates and launch and commercialize any drug candidates for which we receive regulatory approval.

We raised gross proceeds to us of $1.7 million in loans from affiliated entities. All of these loans will come due in July 2023. We require additional capital for the further development and commercialization of our product lines and may need to raise additional funds sooner if we choose to and are able to expand more rapidly than we currently anticipate.

We will also need significant funds to complete our planned 60,000 square foot Green Vision Center in Southern Israel. Under the agreement with the Israel Lands Authority, our subsidiary Cannovation Ltd. committed to build and develop the Green Vision Center in accordance with 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 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).

Accordingly, we expect our expenses to increase in connection with our ongoing activities.

To date, we have financed our operations through a mix of debt and grant funding, and we expect to continue to utilize such means of financing for the foreseeable future. Additional funding from those or other sources may not be available when or in the amounts needed, on acceptable terms, or at all.

If we raise capital through the sale of equity, or securities convertible into equity, it would result in dilution to our then existing stockholders, which could be significant depending on the price at which we may be able to sell our securities.

If we raise additional capital through the incurrence of indebtedness, we may become subject to covenants restricting our business activities, and holders of debt ~~capital~~instruments may have rights and privileges senior to ~~fund planned operations or~~those of our equity investors. In addition, servicing the interest and principal repayment obligations under debt facilities could divert funds that ~~any additional funds will~~would otherwise be available to ~~us when needed~~support research and development or ~~at all, or, if available, will be available on favorable terms or in amounts required by us.~~ commercialization activities.

If we are unable to ~~obtain adequate~~raise capital ~~resources~~when needed on commercially reasonable terms, we could be forced to ~~fund operations,~~delay, reduce or eliminate our research and development for our product candidates or any future commercialization efforts or ultimately cease operations. Any of these events could significantly harm our business, financial condition and prospects.

Until we can generate a sufficient amount of product revenue to finance our cash requirements, which we may never achieve, we expect to finance our cash needs primarily through public or private equity offerings, debt financings or through the establishment of possible strategic alliances. We cannot be ~~required~~certain that additional funding will be available on acceptable terms, or at all. If we are not able to secure additional equity funding when needed, we may have to delay, ~~scale back~~reduce the scope of, or eliminate one or more of our clinical studies, development programs or future commercialization initiatives.

In addition, any additional equity funding that we do obtain will dilute the ownership held by our existing security holders. The amount of this dilution may be substantially increased if the trading price of our common stock is lower at the time of any financing. Regardless, the economic dilution to shareholders will be significant if our stock price does not increase significantly, or if the effective price of any sale is below the price paid by a particular shareholder. Any debt financing that we obtain in the future could involve substantial restrictions on activities and creditors could seek a pledge of some or all of our ~~plans~~assets. We have not identified potential sources for such financing that we will require, and we do not have commitments from any third parties to provide any future debt financing. If we fail to obtain funding as needed, we may be forced to cease or scale back operations, and our results, financial condition and stock price would be adversely affected.

We are unable to accurately predict the timing or amount of future revenue or expenses or when, or if, we will be able to achieve profitability. We have financed our operations ~~which~~primarily through issuance and sale of equity and equity linked securities. The size of our future net losses will depend, in part, on the rate of growth or contraction of our expenses and the level and rate of growth, if any, of our revenues. We expect to continue to expend substantial financial and other resources on, among other things:

If we are unable to successfully commercialize our products or if revenue from any of our products that receives marketing approval is insufficient, we will not achieve profitability. Furthermore, even if we successfully commercialize our products, our planned investments may ~~have~~not result in increased revenue or growth of our business. We may not be able to generate net revenues sufficient to offset our expected cost increases and planned investments in our business. As a ~~material adverse effect on~~result, we may incur significant losses for the foreseeable future, and may not be able to achieve and sustain profitability. If we fail to achieve and sustain profitability, then we may not be able to achieve our business plan, fund our business or continue as a going concern.

Our quarterly results may fluctuate significantly and period-to-period comparisons of our results may not be meaningful.

Our quarterly results, including the levels of future revenue, if any, our operating expenses and other costs, and our operating margins, may fluctuate significantly in the future, and period-to-period comparisons of our results may not be meaningful. This may be especially true to the extent that we do not successfully establish our business model. Accordingly, the results of any one period should not be relied upon as an indication of our future performance. In addition, our quarterly results may not fully reflect the underlying performance of our business. Factors that may cause fluctuations in our quarterly results include, but are not limited to:

Fluctuations in quarterly results may negatively impact the value of our common stock, regardless of whether they impact or reflect the overall performance of our business. If our quarterly results fall below the expectations of investors or any securities analysts who follow our shares, or below any guidance we may provide, the price of our ordinary shares could decline substantially.

Currency exchange rate fluctuations affect our results of operations, as reported in our financial statements.

We incur expenses in U.S. dollars and in NIS but our functional currency is the U.S. dollar However, a significant portion of our headcount related expenses, consisting principally of salaries and related personnel expenses as well as and R&D consulting services, leases and certain other operating expenses, are denominated in NIS. This foreign currency exposure gives rise to market risk associated with exchange rate movements of the U.S. dollar against the NIS. Furthermore, we anticipate that a material portion of our expenses will continue to be denominated in NIS.

In addition, increased international sales in the future may result in greater foreign currency denominated sales, increasing our foreign currency risk. If we are not able to successfully hedge against the risks associated with currency fluctuations, our financial condition and results of operations could be adversely affected. which could adversely affect our financial condition and results of operations

Our business strategy envisions a period of rapid growth that may put a strain on our administrative and operational resources and funding requirements. Our ability to ~~operate as a going concern.~~

~~Our limited operating history does not afford investors a sufficient history on which~~effectively manage growth will require us to ~~base an investment decision.~~

~~The Company’s wholly-owned subsidiary is a private limited liability company~~continue to expand the capabilities of our operational and ~~was incorporated under the laws of the State of Israel in 2009,~~management systems and ~~has not generated any significant revenues~~ to ~~date.~~attract, train, manage, and retain qualified personnel. There can be no assurance ~~at this time~~ that we will be able to ~~operate profitably or that~~do so, particularly if losses continue and we ~~will have adequate working capital~~are unable to meet our obligations as they become due. Investors must consider the risks and difficulties frequently encountered by early stage companies, particularly in rapidly evolving markets. Such risks include the following:

~~We cannot be certain that our business strategy will be successful or that~~obtain sufficient financing. If we ~~will~~are unable to successfully ~~address these risks. In the event that we do not successfully address these risks,~~manage growth, our business, prospects, financial condition, and results of operations could be ~~materially~~adversely affected.

~~We face many of~~ the ~~risks and difficulties frequently encountered by relatively new companies with respect to our operations including our~~ ability to ~~raise sufficient capital to fund our operations.~~attract qualified personnel.

We will require substantial additional funding to successfully commercially exploit our treatment platform for Novokid and Shine and develop new products and potentially significant additional costs if there are any unanticipated delays. We project that we will need to raise approximately $2,000 thousand during the next 12 months inIn order to ~~successfully implement~~execute our business plan, of which there can be no assurance. Failure to obtain this necessary capital at acceptable terms, if at all, when needed may force us to delay, limit, or terminate our product development efforts and secure regulatory approvals and would adversely impact our planned research and development efforts in connection with our future products, which may make it more difficult for us to attain profitability.

We cannot be sure that any additional funding, if needed, will be available on terms favorable to us or at all. Furthermore, any additional equity or equity-related financing may be dilutive to our stockholders, new equity securities may have rights, preferences or privileges senior to those of existing holders of our shares of common stock, and debt or equity financing, if available, may subject us to restrictive covenants and significant interest costs. If we obtain funding through a strategic collaboration or licensing arrangement, we may be required to relinquish our rights to our product or marketing territories. If we are unable to obtain the financing necessary to support our operations, we may be required to defer, reduce or eliminate certain planned expenditures or significantly curtail our operations.

~~Our revenues~~ will be dependent ~~upon acceptance of~~on Ora Meir Soffer, our ~~vaporizer platform by the market.~~Chief Executive Officer and Director. The ~~failure of such acceptance will cause us to curtail or cease operations.~~

Uncertainty exists as to whether our vaporizer platform, including our head lice treatment solution, will be accepted by the market. A number of factors may limit the market acceptance of our vaporizer platform, including the availability of alternative treatments and the price of our product relative to alternative products. There is a risk that potential customers as well as physicians will be encouraged to continue to use other products or methods instead of ours. Notwithstanding the fact that our vaporizer platform is new in the market, customers may elect to use other treatments because of the historic acceptance of such treatments and the fact that they have been in the market for an extensive time. While we intend to continue to build and gather data to demonstrate the benefit of our vaporizer platform, this data gathering may not be conclusive or may be viewed as insufficient by potential users.

If our vaporizer platform is not accepted by the market we will continue to incur operating losses until such time as sales of our products reaches a mature level and we are able to generate sufficient revenues from these sales to meet our operating expenses. There can be no assurance that consumers will accept our unique products and vaporizer platform. In the event that we are not able to market and significantly generate market acceptance, our financial condition and results of operations will be materially and adversely affected.

~~Defects or malfunctions in our products could hurt our reputation, sales and profitability.~~

Our business and the level of customer acceptance of our products depend upon the effective and reliable operation of our vaporizer platform and specifically our head lice treatment platform, including its three components: vaporizer, head cap and capsules. If any component of our platform contains undetected defects or errors when first introduced or as new versions are released, our reputation could suffer and our potential revenues could decline or be delayed while such defects are remedied.

~~There can be no assurance that, despite our testing, errors will not be found in our treatment Platform, products or new releases, resulting in~~ loss of ~~future revenues or delay in market acceptance, diversion of development resources, damage to our reputation, among other adverse effects, any of which would~~Ms. Meir Soffer could have a material adverse effect upon our business ~~operating results~~prospects. Moreover, our success continues to depend to a significant extent on our ability to identify, attract, hire, train and ~~financial condition.~~retain qualified professional, creative, technical and managerial personnel.

Competition for such personnel is intense, and there can be no assurance that we will be successful in identifying, attracting, hiring, training, and retaining such personnel in the future. If we are unable to ~~protect our intellectual property,~~hire, assimilate and retain qualified personnel in the future, our business, operating results, and financial condition could be materially adversely effected. We may also depend on third party contractors and other partners to assist with the execution of our business plan. There can be no assurance that we will be ~~negatively affected.~~

successful in either attracting and retaining qualified personnel, or creating arrangements with such third parties. The ~~market for medical treatment devices, including head lice treatment, may be subject~~failure to litigation regarding patent and other intellectual property rights. It is possible that our device may not withstand challenges made by others or that our patents protect our rights adequately. Our success dependssucceed in ~~large part~~these endeavors would have a material adverse effect on our ability to ~~secure and maintain effective patent protection for~~consummate our ~~products and treatment~~business plans.

Failure in the United States and internationally. We have acquired patents that have been granted as well as patents pending and expect to continue to file patent applications for various aspects of our device technology. However, we face the risks that we may fail to secure necessary patents on our patents pending prior to or after obtaining regulatory clearances, thereby permitting competitors to market competing products, and our already-granted patents may be re-examined, invalidated or not extended. If we are unable to protect our intellectual property adequately, our business and commercial prospects will suffer.

~~We may be accused of infringing intellectual property rights of third parties.~~

Other parties may claim that our products infringes on their proprietary rights. We may be subject to claims and legal proceedings regarding alleged infringement by us of the intellectual property rights of third parties. Such claims, whether or not meritorious, may result in the expenditure of significant financial and managerial resources, legal fees, injunctions or the payment of damages. In the event that our patents do not fully protect us, we may need to obtain licenses from third parties who allege that we have infringed their rights, but such licenses may not be available on terms acceptable to us or at all. In addition, we may not be able to obtain or utilize on terms that are favorable to us, or at all, licenses or other rights with respect to intellectual property we do not own.

~~We operate in a highly competitive industry and must compete against many large companies that could adversely affect our ability to succeed.~~

The medical device and cosmetic industries, which include the head lice treatment segment, are intensely competitive. If we are unable to compete effectively with existing solutions, new treatment methods and new technologies, we may be unable to successfully commercialize our products and, as a result, we may be unable to generate sufficient revenues to sustain our operations.

In addition, there are numerous established companies that offer head lice treatment and products including entities that manufacture and sell OTC remedies and physician prescribed products as well as established home remedies. Many if not all of these competitors have far greater financial and other resources and far longer operating histories than we do. We are a new entry into this competitive market and may struggle to differentiate ourselves as a viable competitor whose head lice treatment provides more value and efficacy than the competition.

~~Our business plan depends upon entering into agreements with third-party manufacturers and distributors.~~

We depend on third-party manufacturers and subcontractors to manufacture and assemble our products, which require a significant degree of technical expertise to produce. If our third-party manufacturers and subcontractors fail to manufacture and assemble our products based on our specification, or if the third-party manufacturers and subcontractors use defective materials or workmanship in the manufacturing process, the reliability and performance of our products will be compromised, which could materially harm our business.

In addition, we have entered into and plan on entering into and may be expected to become dependent on our distribution and collaborative arrangements with third parties for a substantial portion of our revenues, and our commercialization activities. We will be dependent upon the success of these third-party arrangements and to the extent that we are unable to establish these arrangements on a timely basis, or we fail to select satisfactory parties with whom we collaborate, we may experience significant delays which would likely increase our costs and materially adversely affect our business and our ability to sell our product.

We may be subject to product liability claims, product actions, including product recalls, and other field or regulatory actions that could be expensive, divert management’s attention and harm our business.

Our business exposes us to potential liability risks, product actions and other field or regulatory actions that are inherent in the manufacturing, marketing and sale of consumer products. We may be held liable if our products cause injury or are found otherwise unsuitable or defective during usage. If any of our products are defective, whether due to design or manufacturing defects, improper use of the product, or other reasons, we may voluntarily or involuntarily undertake an action to remove, repair, or replace the product at our expense. In some circumstances we may be required to notify regulatory authorities of an action pursuant to a product failure.

We anticipate that as part of our ordinary course of business we may be subject to product liability claims alleging defects in the design, manufacture or labeling of our products. A product liability claim, regardless of its merit or eventual outcome, could result in significant legal defense costs and high punitive damage payments. Although we maintain product liability insurance, the coverage may not be adequate to cover future claims. Additionally, we may be unable to maintain our existing product liability insurance in the future at satisfactory rates or adequate amounts.

Our Bylaws provide for indemnification of our directors and officers and the purchase of directors and officers insurance at our expense. This will limit the potential liability of our directors and officers at a major cost to us and hurt the interests of our stockholders.

Our Bylaws include provisions that eliminate the personal liability of the directors and officers of the Company for monetary damages to the fullest extent possible under the laws of the State of Delaware or other applicable law. These provisions eliminate the liability of directors and officers to the Company and its stockholders for monetary damages arising out of any violation of a director or officer of his fiduciary duty of due care. Under Delaware law, however, such provisions do not eliminate the personal liability of a director or officer for (i) breach of the director’s or officer’s duty of loyalty, (ii) acts or omissions not in good faith or involving intentional misconduct or knowing violation of law, (iii) payment of dividends or repurchases of stock other than from lawfully available funds, or (iv) any transaction from which the director or officer derived an improper benefit. These provisions do not affect a director’s and officer’s liabilities under the federal securities laws or the recovery of damages by third parties.

~~Failure in our~~Company’s information technology systems, including by cybersecurity attacks or other data security incidents, could significantly disrupt ~~our~~its operations.

Our operations depend, in part, on the continued performance of our information technology systems. Our information technology systems are potentially vulnerable to physical or electronic break-ins, computer viruses and similar disruptions. Failure of our information technology systems could adversely affect our business, profitability, and financial condition. Although we have information technology security systems, a successful cybersecurity attack or other data security incident could result in the misappropriation and/or loss of confidential or personal information, create system interruptions, or deploy malicious software that attacks ~~our~~the Company’s systems. It is possible that a cybersecurity attack might not be noticed for some ~~period of time.~~period. The occurrence of a cybersecurity attack or incident could result in business interruptions from the disruption of ~~our~~the Company’s information technology systems, or negative publicity resulting in reputational damage with ~~our~~its shareholders and other stakeholders and/or increased costs to prevent, respond to or mitigate cybersecurity events. In addition, the unauthorized dissemination of sensitive personal information or proprietary or confidential information could expose usthe Company or other ~~third-parties~~third parties to regulatory fines or penalties, litigation, and potential liability, or otherwise harm ~~our~~its business.

~~Reporting requirements under~~We may grow through mergers or acquisitions, which strategy may not be successful or, if successful, may produce risks in successfully integrating and managing the ~~Securities Exchange Act of 1934 and compliance with the Sarbanes-Oxley Act Of 2002, including establishing and maintaining acceptable internal control over financial reporting, are costly~~merged companies or acquisition and may ~~increase substantially~~dilute our stockholders.

As part of our growth strategy, we may pursue mergers and acquisitions of entities and/or assets that we believe will have synergistic and/or other value to us. We currently have no agreements or understandings to merge with or acquire any entity and/or assets, and may not find suitable merger or acquisition opportunities. Mergers and acquisitions involve numerous risks, any of which could harm our business, including, without limitation:

● difficulties in integrating the operations, technologies, existing contracts, accounting processes and personnel of the target and realizing the anticipated synergies of the combined businesses;

● difficulties in supporting and transitioning customers of the target company;

● diversion of financial and management resources from existing operations;

● the price we pay or other resources that we devote may exceed the value we realize, or the value we could have realized if we had allocated the purchase price or other resources to another opportunity;

● entering new markets or areas in which we have limited or no experience;

● potential loss of key associates and customers from either our business or the target’s business;

● assumption of unanticipated problems or latent liabilities of the target; and

● the inability to generate sufficient revenue to offset acquisition costs.

~~The rules and regulations~~recording of the U.S. Securities and Exchange Commission, or the SEC, require a public company to prepare and file periodic reports under the Exchange Act, which require that the Company engage legal, accounting, auditinggoodwill and other ~~professional services. The engagement~~intangible assets, which are subject to potential impairments in the future and that could harm our financial results. In addition, if we finance acquisitions by issuing convertible debt or equity securities, our existing stockholders may be diluted, which could affect the market price of such services is costly. Additionally, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, requires, among other things, that we design, implement and maintain adequate internal controls and procedures over financial reporting. The costs of complying with the Sarbanes-Oxley Act and the limited technically qualified personnel we have may make it difficult for us to design, implement and maintain adequate internal control over financial reporting. In the event thatour common shares. As a result, if we fail to properly evaluate mergers, acquisitions or investments, we may not achieve the anticipated benefits of any such merger or acquisition, and we may incur costs in excess of what we anticipate. The failure to successfully evaluate and execute mergers, acquisitions or investments or otherwise adequately address these risks could materially harm our business, financial condition and results of operations.

We may be subject to product liability claims which may have a material adverse effect on our business.

Through our subsidiary Cannovation Center Israel, we manufacture and distribute the ‘Green Side by Side’ product line containing natural and herbal formulas based on researched and science-based plants, herbal extracts, mushrooms and other natural ingredients. As a manufacturer and distributor of products designed to be ingested by humans, we face an inherent risk of exposure to product liability claims, regulatory action and litigation if our products are alleged to have caused significant loss or injury. In addition, the manufacture and sale of cannabis products involve the risk of injury to consumers due to tampering by unauthorized third parties or product contamination. Previously unknown adverse reactions resulting from human consumption of cannabis products alone or in combination with other medications or substances could occur. We may be subject to various product liability claims, including, among others, that the products produced by us caused injury or illness, include inadequate instructions for use or include inadequate warnings concerning possible side effects or interactions with other substances. A product liability claim or regulatory action against us could result in increased costs, could adversely affect our reputation with our clients and consumers generally, and could have a material adverse effect on the business, financial condition and operating results of the Company. There can be no assurances that we will be able to obtain or maintain product liability insurance on acceptable terms or with adequate coverage against potential liabilities. Such insurance is expensive and may not be available in the future on acceptable terms, or at all. The inability to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims could prevent or inhibit the commercialization of products.

Manufacturers and distributors of products are sometimes subject to the recall or return of their products for a variety of reasons, including product defects, such as contamination, unintended harmful side effects or interactions with other substances, packaging safety and inadequate or inaccurate labeling disclosure. If any of our products are recalled due to an ~~effective system~~alleged product defect or for any other reason, we could be required to incur the unexpected expense of ~~internal controls or discover material weaknesses~~the recall and any legal proceedings that might arise in ~~our internal controls, we~~connection with the recall. We may lose a significant amount of sales and may not be able to ~~produce reliable financial reports~~replace those sales at an acceptable margin or ~~report fraud, which~~at all. In addition, a product recall may ~~harm our overall financial condition~~require significant management attention. Although we have detailed procedures in place for testing finished products, there can be no assurance that any quality, potency or contamination problems will be detected in time to avoid unforeseen product recalls, regulatory action or lawsuits. Additionally, if one of the products produced by the Company were subject to recall, the image of that product and ~~result in loss of investor confidence and a decline in our share price.~~

~~We continue to evaluate~~ the impact of internal control over financial reporting and disclosure controls and procedures. As of December 31, 2018, the Company’s internal control over financial reporting was ineffective due to the following material weaknesses: (i) inadequate segregation of duties consistent with control objectives; and (ii) ineffective controls over period end financial reporting and disclosure processes.

We are working with our legal counsel and financial advisors to identify those areas in which changes should be made to our financial and management control systems to manage our growth and our obligations as a public company. These areas include corporate governance, corporate control, disclosure controls and procedures and financial reporting and accounting systems. We will continue to make, changes in these and other areas in order to remediate these weaknesses. We estimate that the aggregated cost of implementing financial and management control systemsCompany could be ~~material. In addition, if~~harmed. A recall for any of the foregoing reasons could lead to decreased demand for products produced by the Company and when we retain additional directors or additional members of senior management, we may incur additional expenses related to director compensation or premiums for directors’ and officers’ liability insurance, the costs of which we cannot estimate at this time. We may also incur additional expenses associated with investor relations and similar functions, the cost of which we also cannot estimate at this time. However, these additional expenses individually, or in the aggregate, may also be material.

The increased costs associated with operating as a public company may decrease our operating performance, and may cause us to increase the prices of our product to offset the effect of such increased costs. Additionally, if these requirements divert our management’s attention from other business concerns, they could have a material adverse effect on the results of operations and financial condition of the Company. Additionally, product recalls may lead to increased scrutiny of the operations of the Company by the U.S. Food and Drug Administration or other regulatory agencies, requiring further management attention and potential legal fees and other expenses.

The Company may be subject to various potential conflicts of interest because of the fact that some of its officers and directors may be engaged in a range of business activities. In addition, the Company’s executive officers and directors may devote time to their outside business interests, so long as such activities do not materially or adversely interfere with their duties to the Company. In some cases, the Company’s executive officers and directors may have fiduciary obligations associated with these business interests that interfere with their ability to devote time to the Company’s business and affairs and that could adversely affect the Company’s operations. These business interests could require significant time and attention of the Company’s executive officers and directors.

In addition, the Company may also become involved in other transactions which conflict with the interests of certain directors and the officers who may from time to time deal with persons, firms, institutions or companies with which the Company may be dealing, or which may be seeking investments similar to those desired by it. The interests of these persons could conflict with those of the Company. In addition, from time to time, these persons may be competing with the Company for available investment opportunities. Conflicts of interest, if any, will be subject to the procedures and remedies provided under applicable laws. In particular, in the event that such a conflict of interest arises at a meeting of the Company’s directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with applicable laws, the directors of the Company are required to act honestly, in good faith and in the best interests of the Company.

There is potential that we will face intense competition from other companies, some of which can be expected to have more financial resources and manufacturing and marketing experience than the Company. Increased competition by larger and better financed competitors could materially and adversely affect the business, financial condition and results of operations of the Company.

We may not be able to obtain adequate insurance coverage and in the case of liability the lack of adequate insurance may have a material adverse effect on our business.

We have insurance to protect our assets, operations and employees. While we believe our insurance coverage addresses all material risks to which the Company may be exposed and is adequate and customary in its current state of operations, such insurance is subject to coverage limits and exclusions and may not be available for the risks and hazards to which the Company is exposed. In addition, no assurance can be given that such insurance will be adequate to cover the Company’s liabilities or will be generally available in the future or, if available, that premiums will be commercially justifiable. If the Company were to incur substantial liability and such damages were not covered by insurance or were in excess of policy limits, or if the Company were to incur such liability at a time when it is not able to obtain liability insurance, its business, results of operations and financial condition could be materially adversely affected.

Epidemics, such as the COVID-19 pandemic, or natural disasters, terrorist attacks or acts of war may harm our business.

Epidemics, natural disasters, terrorist attacks or acts of war may cause damage or disruption to us, our employees, our facilities, and our customers, and may negatively impact our revenues, results of operations and financial condition in ways that we currently cannot predict.

Failure of new products to gain market acceptance could harm our revenues.

An important aspect of our competitive edge is our ability to develop new products. If we fail to introduce new products on a timely basis and if the new products fail to gain market acceptance or become restricted by regulatory requirements, or have quality problems, we will face adverse results. Factors that could affect our ability to continue launching new products include, among others, limited capital and human resources, government regulations, proprietary protections of competitors and failure to anticipate changes in the market.

We rely on third party to manufacturers to supply our products on a timely basis.

Our products are manufactured by a third-party company, and we have no assurance that our current manufacturer will continue to supply products on a timely basis and according to needed quality and regulatory requirements. Our third-party manufacturer may experience delays in sourcing product ingredients or components on a timely basis, which would result in delays. Operational and liquidity issues of the manufacturer may adversely influence our results. In the case our manufacturer faces any problems or is unable to continue, we will be required to identify and obtain an acceptable replacement.

Research and development and product obsolescence may impair our ability to compete in our target market.

Rapidly changing markets, technology, emerging industry standards and frequent introduction of new products characterize our business. The introduction of new products embodying new technologies, including new manufacturing processes, and the emergence of new industry standards may render our planned product offerings obsolete, less competitive or less marketable. The process of developing our planned products is complex and requires significant continuing costs, development efforts and third party commitments The Company’s failure to develop new technologies and products and the obsolescence of existing technologies could adversely affect our business, financial condition and operating results. The Company’s success will depend, in part, on its ability to continue to enhance its existing technologies, develop new technology that addresses the increasing sophistication and varied needs of the market, and respond to technological advances and emerging industry standards and practices on a timely and cost-effective basis. The development of the Company’s proprietary technology entails significant technical and business risks. The Company may not be successful in using its new technologies or exploiting its niche markets effectively or adapting its businesses to evolving customer or medical requirements or preferences or emerging industry standards.

It may be difficult to enforce a judgment of a U.S. court against us and our executive officers and directors and the Israeli experts named in this prospectus in Israel or the United States, to assert U.S. securities laws claims in Israel or to serve process on our executive officers and directors and these experts.

While we were incorporated in Delaware, substantially all of our executive officers and directors reside outside of the United States, and all of our assets and most of the assets of these persons are located outside of the United States. Therefore, a judgment obtained against us, or any of these persons, including a judgment based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United States and may not be enforced by an Israeli court. It also may be difficult to effect service of process on these persons in the United States or to assert U.S. securities law claims in original actions instituted in Israel. Additionally, it may be difficult for an investor, or any other person or entity, to initiate an action with respect to U.S. securities laws in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not the most appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proven as a fact by expert witnesses, which can be a time consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the matters described above. As a result of the difficulty associated with enforcing a judgment against us in Israel, investors may not be able to collect any damages awarded by either a U.S. or foreign court.

The continuing prevalence of the COVID-19 pandemic may adversely affect our operations and our capital raising efforts.

In late 2019, a novel strain of Coronavirus, also known as COVID-19, was reported in Wuhan, China. While initially the outbreak was largely concentrated in China, it has now spread globally. Many countries around the world, have significant governmental measures implemented to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people, limited access to nursing homes, hospitals and other medical institutes and other material limitations on the conduct of business. These measures have resulted in work stoppages and other disruptions. Our research and development activities, sales and marketing efforts, as well as our ability to perform clinical trials (if needed) depend, in part, on attendance at in-person meetings, industry conferences and other events, facility visiting, and as a result some of our sales and marketing activities may be halted.

The extent to which the coronavirus impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus or treat its impact. In particular, the continued spread of the coronavirus globally, could have a material adverse impact on our operations and workforce, including our marketing and sales activities and ability to raise additional capital, and our ability to perform clinical trials, which in turn could have a material adverse impact on our business, financial condition and results of ~~operations.~~operation.

~~The commercialization~~We intend to rely on third parties to conduct clinical trials (if needed). If these third parties do not meet our deadlines or otherwise conduct the trials as required, our clinical trials programs could be delayed or unsuccessful and we may not be able to obtain regulatory approval for or commercialize our product candidates when expected or at all.

We may conduct clinical studies on our Green Side by Side product line. We do not have the ability to conduct all aspects of our ~~vaporizer platform and products is dependent upon regulatory approvals~~.

The FDA established classifications for different generic types of devices, including, among others, class 1 medical devices, which is Novokid®’s existing classification, and cosmetic devices. The classclinical trials ourselves. We intend to ~~which a certain device is assigned determines, among other things, the type of premarketing application required for FDA clearance~~use Contract Research Organizations (CROs) to ~~market. With respect to future products, the regulatory path is highly dependent on the intended use of each product. In complying with this regulation,~~conduct clinical trials that we ~~will~~may be required to ~~obtain additional~~conduct and will rely upon medical institutions, clinical investigators and CRO’s and consultants to conduct these trials in accordance with our clinical protocols. Our future CROs, investigators and other third parties play a significant role in the conduct of these trials and the subsequent collection and analysis of data from the clinical trials.

There is no guarantee that any CROs, investigators and other third parties upon which we rely for administration and conduct of clinical trials will devote adequate time and resources to such trials or perform as contractually required. If any of these third parties fail to meet expected deadlines, fail to adhere to our clinical protocols or otherwise perform in a substandard manner, our clinical trials may be extended, delayed or terminated. If any of these clinical trial sites terminate for any reason, we may experience the loss of follow-up information on patients enrolled in our ongoing clinical trials unless we are able to transfer the care of those patients to another qualified clinical trial site. In addition, principal investigators for any clinical trials we conduct may serve as scientific advisors or consultants to us from time to time and receive cash or equity compensation in connection with such services. If these relationships and any related compensation result in perceived or actual conflicts of interest, the integrity of the data generated at the applicable clinical trial site may be jeopardized.

The Green Vision Center activities are subject to different rules and regulations pertaining to the center activity and different products categories, such as manufacturing nutritional supplements, manufacturing pharma products, manufacturing cannabis products, operating laboratories, and more. The company cannot predict the time required to secure all appropriate regulatory approvals ~~for our vaporizer platform~~or the extent of testing and documentation that ~~will~~may be ~~used as~~required by governmental authorities. Any delays in obtaining, or failure to obtain regulatory approvals would significantly delay the development of markets and products and could have a ~~cosmetic product (i.e., Shine).~~material adverse effect on the business, results of operations and financial condition of the Company.

We may suffer significant setbacks in our clinical studies, and we cannot be certain nor predict such setbacks. This may result from the fact that clinical data may be susceptible to varying interpretations and analyses, some products may perform in clinical trials but fail regulatory approval. This may lead to prolonged development time and adverse effect on commercialization.

We may ~~need~~fail to ~~hire industry professionals with experience~~implement strategic alliances

Cyber-attacks or other privacy or data security incidents may result in ~~the production~~unintentional dissemination of protected personal information or proprietary or confidential information and ~~sale~~result in loss of revenue and increased costs, exposure to liability lawsuits, reputational harm and adverse consequences.

Risks Related to our ~~products and proposed products.~~Intellectual Property

~~At present,~~If we are ~~a small company. We expect~~unable to ~~hire industry professionals with experience in~~obtain and maintain intellectual property protection for our product offerings, or if the ~~medical device~~scope of the intellectual property protection we obtain is not sufficiently broad, our competitors could develop and ~~beauty industries. Our future financial performance~~commercialize products similar or identical to ours, and our ability to successfully commercialize our products may be impaired.

Our ability to compete ~~effectively~~successfully will depend in part on our ability to ~~manage~~obtain and enforce patent protection for our products, preserve our trade secrets and operate without infringing the proprietary rights of third parties. Filing, prosecuting, and defending patents on our products and other technologies in all countries throughout the world would be prohibitively expensive and time-consuming, and the laws of some foreign countries may not protect our rights to the same extent as the laws of the United States. We may not be able to file, prosecute, maintain, enforce, or license all necessary or desirable patents or patent applications at a reasonable cost or in a timely manner, or in all jurisdictions, or at all, or may choose not to do any ~~future growth effectively.~~of the foregoing.

~~Although~~In October 2021 we filed a provisional patent application on certain aspects of our green product line and this provisional patent application, or any future provisional patent application on certain aspects of our products, may not be eligible to become an issued patent until, among other things, we file a non-provisional patent application within 12 months of the filing date of the applicable provisional patent application. In cases where we have ~~entered~~not obtained, or decided not to obtain, patent protection for certain of our inventions, we may not be able to prevent third parties from practicing our inventions or from selling or importing products made using our inventions in and into the United States or other jurisdictions.

Moreover, while we have applied for a ~~joint venture agreement~~patent that protect aspects of our products in the United States, we cannot assure that our intellectual property position, will not be challenged or that all patents for which we have applied will be issued on a timely basis or at all, or that such patents will protect our technology, in whole or in part, or be issued in a form that will provide us with ~~China-Israel Biological Technology Co. Ltd, there can~~meaningful protection, prevent competitors from competing with us, or otherwise provide us with any competitive advantage. Although patents are presumed valid and enforceable upon issuance, a patent may be nochallenged as to its inventorship, scope, validity, or enforceability, and certain of our owned or exclusively in-licensed patents have been, and others in the future may be, challenged in the courts or patent offices in the United States and abroad. Our competitors may be able to circumvent our owned patents by developing similar or alternative solutions in a non-infringing manner. Competitors could also set up laboratories outside the countries in which we have filed patent applications in order to compete without infringing upon our intellectual property, even if they process samples from countries in which we do have patent protection. In addition, to the extent we have granted, or may grant in the future, licenses or sublicenses of our intellectual property rights to third parties, we cannot provide any assurance that such ~~proposed joint venture~~intellectual property rights will not be ~~formed.~~used by those third parties in a manner that could compete with our business or otherwise negatively impact any competitive advantage provided by such intellectual property rights.

We have entered into a joint venture agreement with China-Israel Biological Technology Co. Ltd., or CIB, for the establishment of a new Chinese entity, or the JV. The JV will focus on the field of health and cosmetics, including medical care, home care, hair care and body and skin care, in order to develop a comprehensive and broad range of health, wellness, beauty and home products for customers by utilizing the Company’s patented technology of vaporization of natural and plant-based compounds. The JV will sell its productsPatent applications in the ~~Greater China region (including mainland China, Hong Kong, Macao~~United States and ~~Taiwan) directly~~other jurisdictions are typically not published until 18 months after filing, or ~~through others. While~~in some cases not at all. Therefore, we cannot know with certainty whether we were the ~~parties believe that~~first to make the ~~JV will be formed, there is no guarantee~~invention claimed in our pending patent application, or that we ~~will be successful in our endeavors. There can be no assurance that~~were the ~~proposed joint venture with CIB will be completed.~~

~~A certain group~~first to file for patent protection of ~~the Company’s stockholders may exert significant influence over our affairs, including the outcome of matters requiring stockholder approval.~~

As of the date of this Annual Report, a certain group of stockholders, including Zvi Yemini (through YMY Industry Ltd.), Marius Nacht, Microdel Ltd., Ran Tuttnauer (through Ran Tuttnauer Family Ltd.), Oren Traistman (personally and through Traistman Radziejewski Fundacja Ltd. collectively own approximately 56.86% of the issued and outstanding shares of our company.such inventions. As a result, ~~such individuals will have~~ the ~~ability, acting together, to control the election~~issuance, scope, validity, enforceability, and commercial value of our ~~directors and~~patent rights are uncertain. Given the outcome of corporate actions requiring stockholder approval, such as: (i) a merger or a sale of our company, (ii) a sale of all or substantially all of our assets, and (iii) amendments to our certificate of incorporation and bylaws. This concentration of voting power and control could have a significant effect in delaying, deferring or preventing an action that might otherwise be beneficial to our other stockholders and be disadvantageous to our stockholders with interests different from those individuals. Certain of these individuals also have significant control over our business, policies and affairs as officers or directors of the Company. Therefore, you should not invest in reliance on your ability to have any control over the Company.

~~Our common stock may suffer from reduced liquidity or illiquidity and as such sale of your holding may take a considerable~~ amount of ~~time.~~time required for the development, testing, and regulatory review of new products, patents protecting such products might expire before or shortly after such products are commercialized. As a result, any patent portfolio we develop may not provide us with sufficient rights to exclude others from commercializing products similar or identical to ours.

~~The shares of our Common Stock are thinly-traded on the OTCQB Market, meaning that the number of persons interested in purchasing our Common Stock at or near bid prices at any given time~~We may be ~~relatively small or non-existent. As a consequence, there may be periods~~sued by third parties for alleged infringement of ~~several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer~~their proprietary rights, which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our Common Stock will develop or be sustained, or that current trading levels will be sustained. Due to these conditions, we can give you no assurance that you will be able to sell your shares at or near bid prices or at all if you need money or otherwise desire to liquidate your shares.

~~Shares issuable upon the exercise of warrants or options may substantially increase the number of shares available for sale in the public market and depress the price of our stock.~~

As of March 15, 2019, we had outstanding options and warrants to purchase up to 5,781,519 shares of common stock for an average exercise price of $0.2979. To the extent any of our outstanding warrants are exercised or any additional warrants or options are granted and subsequently exercised, there will be further dilution to stockholders and investors. Until the options and warrants expire, the respective holders will have an opportunity to profit from any increase in the market price of our shares without assuming the risks of ownership. Holders of options and warrants may convert or exercise these securities at a time when we could obtain additional capital on terms more favorable than those provided by the options or warrants. The exercise of the options and warrants will dilute the voting interest of the owners of presently outstanding shares by adding a substantial number of additional shares of our common stock.

~~We are subject to compliance with securities laws, which exposes us to potential liabilities, including potential rescission rights.~~

We have offered and sold our common stock to investors pursuant to certain exemptions from the registration requirements of the Act, as well as those of various state securities laws. The basis for relying on such exemptions is factual; that is, the applicability of such exemptions depends upon our conduct and that of those persons contacting prospective investors and making the offering. We have relied upon the operative facts as the basis for such exemptions, including information provided by investors themselves.

If any prior offering did not qualify for such exemption, an investor would have the right to rescind its purchase of the securities if it so desired. It is possible that if an investor should seek rescission, such investor would succeed. A similar situation prevails under state law in those states where the securities may be offered without registration in reliance on the partial preemption from the registration or qualification provisions of such state statutes. If investors were successful in seeking rescission, we would face severe financial demands that could adversely affect our business, and operations. Additionally, if we did not in fact qualify for the exemptions upon which we have relied, we may become subject to significant fines and penalties imposed by the SEC and state securities agencies.

~~We have never paid cash dividends and do not anticipate doing so in the foreseeable future.~~

We have never declared or paid cash dividends on our shares of common stock. We currently plan to retain any earnings to finance the growth of our business rather than to pay cash dividends. Payments of any cash dividends in the future will depend on our financial condition, results of operations and ~~capital requirements, as well as~~financial condition.

There is often litigation between competing companies relying on their respective technologies based on allegations of infringement or other ~~factors deemed relevant by~~violations of intellectual property rights. Our future success depends, in part, on not infringing the intellectual property rights of others. We may be unaware of the intellectual property rights of others that may cover some or all of our ~~board~~technology. Any such claims or litigation could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from offering some portion of ~~directors.~~

~~Our Common Stock~~our products, or require that we comply with other unfavorable terms. We may also be obligated to indemnify our customers or channel partners in connection with any such litigation and to obtain licenses or modify our products, which could further exhaust our resources. Patent infringement, trademark infringement, trade secret misappropriation and other intellectual property claims and proceedings brought against us, whether successful or not, could harm our brand, business, results of operations and financial condition. Litigation is ~~subject~~inherently uncertain, and any judgment or injunctive relief entered against us or any adverse settlement could negatively affect our business, results of operations and financial condition. In addition, litigation can involve significant management time and attention and be expensive, regardless of the outcome. During the course of litigation, there may be announcements of the results of hearings and motions and other interim developments related to the ~~“Penny Stock” rules of~~litigation. If securities analysts or investors regard these announcements as negative, the ~~SEC and the~~ trading ~~market in our stock is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment.~~

The SEC has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a person’s account for transactions in penny stocks, and the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person, and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination and that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

~~Financial Industry Regulatory Authority, Inc. (“FINRA”) sales practice requirements may limit a stockholder’s ability to buy and sell our common stock.~~

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our Common Stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

From time to time, certain of our stockholders may be eligible to sell all or some of their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144 promulgated under the Securities Act, subject to certain limitations. In general, pursuant to Rule 144, non-affiliate stockholders may sell freely after six months subject only to the current public information requirement. Affiliates may sell after six months subject to the Rule 144 volume, manner of sale (for equity securities), and current public information and notice requirements. Any substantial sales of our common stock pursuant to Rule 144 may have a material adverse effect on the market price of our ~~common stock.~~ordinary shares may decline.

~~If we continue to fail to maintain effective internal control over financial reporting, the price of our common stock may be adversely affected.~~

~~Our internal control over financial reporting have material weaknesses~~We may become involved in lawsuits to protect or enforce our patents, which could be expensive, time consuming and ~~conditions that require correction or remediation, the disclosure of which may have an adverse impact on the price~~unsuccessful.

If we attempt enforcement of our ~~common stock. We are required~~patents or other intellectual property rights, we may be subject or party to ~~establish~~claims, negotiations or complex, protracted litigation. These claims and ~~maintain appropriate internal control over financial reporting. Failure~~any resulting lawsuits, if resolved adversely to ~~establish those controls,~~us, could subject us to significant liability for damages, impose temporary or ~~any failure~~permanent injunctions against our solutions or business operations, or invalidate or render unenforceable our intellectual property.

Intellectual property disputes and litigation, regardless of ~~those controls once established,~~merit, can be costly and disruptive to our business operations by diverting attention and energies of management and key technical personnel, and by increasing our costs of doing business. Such litigation, regardless of its success, could seriously harm our reputation with our channel partners, business partners and patients and in the industry at large. Some of our competitors may be able to sustain the costs of complex patent or intellectual property litigation more effectively than we can because they have substantially greater resources. Any of the foregoing could adversely affect our public disclosures regarding our business, prospects, financial condition or results of operations. In addition, management’s assessment of internal control over financial reporting identified material weaknesses and conditions that needoperating results.

Risks Relating to be addressed in our internal control over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting or disclosure of management’s assessment of our internal control over financial reporting may have an adverse impact on the price of our common stock.Our Israel Operations

~~Our share price could be volatile and our trading volume may fluctuate substantially.~~

The price of our common stock has been and may in the future continue to be extremely volatile, with the sale price fluctuating from a low of $0.04 to a high of $0.60 during the year commencing as of January 1, 2018. Many factors could have a significant impact on the future price of our common stock, including:

Our ~~annual and quarterly results may fluctuate greatly, which may cause substantial fluctuations in our common stock price.~~

Our annual and quarterly operating results may in the future fluctuate significantly depending on factors including the timing of purchase orders, new product releases by us and other companies, gain or loss of significant customers, price discounting of our product, the timing of expenditures, product delivery requirements and economic conditions. Revenues related to our productdevelopment efforts are required to be recognized upon satisfaction of all applicable revenue recognition criteria. The recognition of revenues from our product is dependent on a number of factors, including, but not limited to, the terms of any license agreement.

Any unfavorable change in these or other factors could have a material adverse effect on our operating results for a particular quarter or year, which may cause downward pressure on our common stock price. We expect quarterly and annual fluctuations to continue for the foreseeable future.

Delaware law contains provisions that could discourage, delay or prevent a change in control of our company, prevent attempts to replace or remove current management and reduce the market price of our common stock.

Provisions in our certificate of incorporation and bylaws may discourage, delay or prevent a merger or acquisition involving us that our stockholders may consider favorable. For example, our certificate of incorporation authorizes our board of directors to issue up to fifty million shares of “blank check” preferred stock. As a result, without further stockholder approval, the board of directors has the authority to attach special rights, including voting and dividend rights, to this preferred stock. With these rights, preferred stockholders could make it more difficult for a third party to acquire us.

We are also subject to the anti-takeover provisions of the Delaware General Corporation Law (“DGCL”). Under these provisions, if anyone becomes an “interested stockholder,” we may not enter into a “business combination” with that person for three years without special approval, which could discourage a third party from making a takeover offer and could delay or prevent a change in control of us. An “interested stockholder” is, generally, a stockholder who owns 15% or more of our outstanding voting stock or an affiliate of ours who has owned 15% or more of our outstanding voting stock during the past three years, subject to certain exceptions as described in the DGCL.

~~We conduct our operations~~headquartered in Israel and, therefore, our results may be adversely affected by economic restrictions imposed on, and political ~~economic~~ and military instability in, ~~Israel~~Israel.

Our development headquarters, which houses substantially all of our research and development team, including engineers, machinists, researchers, and clinical and regulatory personnel as well as the ~~region.~~

~~We are incorporated under the laws~~facility of ~~the State of Israel,~~ our ~~principal offices~~contract manufacturer and final assembly are located in ~~central Israel~~Israel. Our employees, service providers, directors and ~~some of our~~ officers ~~employees and directors~~ are residents of Israel. Accordingly, political, economic and military conditions in Israel and the surrounding region may directly affect our business. Any hostilities involving Israel or the interruption or curtailment of trade within Israel or between Israel and its trading partners could materially and adversely affect our ~~operations~~business, financial condition and results of operations and could make it more difficult for us to raise capital. ~~During November 2012~~Although we plan to maintain inventory in the United States and ~~from July through August 2014, Israel was engaged in~~Germany, an ~~armed conflict with a militia group~~extended interruption could materially and ~~political party who controls the Gaza Strip,~~adversely affect our business, financial condition and ~~during the summer~~results of 2006, Israel was engaged in an armed conflict with Hezbollah, a Lebanese Islamist Shiite militia group and political party. In December 2008 and January 2009 there was an escalation in violence among Israel, Hamas, the Palestinian Authority and other groups, as well as extensive hostilities along Israel’s border with the Gaza Strip, which resulted in missiles being fired from the Gaza Strip into Southern Israel. Similar hostilities accompanied by missiles being fired from the Gaza Strip into Southern Israel, as well at areas more centrally located near Tel Aviv and at areas surrounding Jerusalem, occurred during November 2012 and July through August 2014. These conflicts involved missile strikes against civilian targets in various parts of Israel, including areas in which our employees and some of our consultants are located, and negatively affected business conditions in Israel.operations.

Recent political uprisings, social unrest and ~~conflicts~~violence in various countries in the Middle East and North Africa, including Israel’s neighbors Egypt and Syria, are affecting the political stability of those countries. ~~It is not clear how this~~This instability ~~will develop and how it will affect~~may lead to deterioration of the political relationships that exist between Israel and ~~security situation in the Middle East. This instability~~these countries and has raised concerns regarding security in the region and the potential for armed conflict. Our commercial insurance does not cover losses that may occur as a result of an event associated with the security situation in the Middle East. Any losses or damages incurred by us could have a material adverse effect on our business. In addition, ~~it is widely believed that~~ Iran ~~which~~ has ~~previously~~ threatened to attack Israel ~~has been stepping up its efforts~~and is widely believed to ~~achieve~~be developing nuclear ~~capability.~~weapons. Iran is also believed to have a strong influence among ~~extremist groups~~parties hostile to Israel in ~~the region,~~areas that neighbor Israel, such as the Syrian government, Hamas in Gaza and Hezbollah in Lebanon. Any armed conflicts, terrorist activities or political instability in the region could materially and adversely affect our business, ~~conditions~~financial condition and ~~could harm our~~ results of operations. ~~Parties with whom we do business have sometimes declined to travel to Israel during periods~~

Our operations and the operations of ~~heightened unrest or tension, forcing us to make alternative arrangements when necessary. In addition, the political and security situation in Israel~~our contract manufacturer may result in parties with whom we have agreements involving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions in such agreements.

~~Our commercial insurance does not cover losses that may occur~~be disrupted as a result of ~~events associated~~the obligation of Israeli citizens to perform military service.

Many Israeli citizens are obligated to perform one month, and in some cases more, of annual military reserve duty until they reach the age of 45 (or older, for reservists with ~~the security situation~~certain occupations) and, in the ~~Middle East. Although the Israeli government currently covers the reinstatement value~~event of ~~direct damages~~a military conflict, may be called to active duty. In response to terrorist activity, there have been periods of significant call-ups of military reservists. It is possible that ~~are caused by terrorist attacks or acts of war,~~ there ~~is no assurance that this government coverage~~ will be maintained, or if maintained, will be sufficient to compensate us fully for damages incurred. Any losses or damages incurred by us could have a material adverse effect on our business. Any armed conflicts or political instabilityadditional military reserve duty call-ups in the ~~region would likely negatively affect business conditions~~future in connection with this conflict or otherwise. Some of our employees, consultants and employees of the manufacturer of our products, are required to perform annual military reserve duty in Israel and may be called to active duty at any time under emergency circumstances. Our operations and the operations of our manufacturer could ~~harm our results of operations.~~be disrupted by such call-ups.

Several countries, principally in the Middle East, restrict doing business with Israel and Israeli companies, and additional countries may impose restrictions on doing business with Israel and Israeli companies whether as a result of hostilities in the region or otherwise. In addition, there have been increased efforts by activists to cause companies and consumers to boycott Israeli goods based on Israeli government policies. Such actions, particularly if they become more widespread, may adversely impact our ability to sell our products.

A certain group of the Company’s stockholders may exert significant influence over its affairs, including the outcome of matters requiring stockholder approval.

Currently, a certain group of stockholders, including Ora Elharar Soffer (directly and through Beezz Home Technologies Ltd and Citrine S A L Investment & Holdings Ltd) and others, collectively own a majority of the issued and outstanding shares of the Company. As a result, such individuals will have the ability, acting together, to control the election of the Company’s directors and the outcome of corporate actions requiring stockholder approval, such as: (i) a merger or a sale of the Company, (ii) a sale of all or substantially all of its assets, and (iii) amendments to its certificate of incorporation and bylaws. This concentration of voting power and control could have a significant effect in delaying, deferring or preventing an action that might otherwise be beneficial to the Company’s other stockholders and be disadvantageous to the Company’s stockholders with interests different from those individuals. Certain of these individuals also have significant control over the Company’s business, policies and affairs as officers or directors of the Company. Therefore, investors should not invest in reliance on their ability to have any control over the Company.

Our executive officers, directors and current beneficial owners of 5% or more of our common stock and their respective affiliates, in the aggregate, beneficially own approximately 83% of our outstanding common stock as of October, 2021, and as of the date of this filing. As a result, these persons, acting together, would be able to significantly influence all matters requiring stockholder approval, including the election and removal of directors, any merger, consolidation, sale of all or substantially all of our assets, or other significant corporate transactions.

You may experience future dilution as a result of future equity offerings.

Our Amended and Restated Articles of Incorporation authorize the issuance of a maximum 1,500,000 shares of common stock. Any additional financings effected by us may result in the issuance of additional securities without stockholder approval and the substantial dilution in the percentage of common stock held by our then existing stockholders. In addition, we have reserved 90,000,000 shares of common stock for issuance pursuant to future awards under the 2018 Equity Incentive Plan. The issuance of such additional shares of common stock, or securities convertible or exchangeable into common stock, may cause the price of our common stock to decline. Additionally, if all or a substantial portion of these shares are resold into the public markets then the trading price of our common stock may decline.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

We currently do not have and may never obtain research coverage by securities analysts. If no securities analysts commence coverage of our company, or if industry analysts cease coverage of our company, the trading price for our stock could be materially and adversely impacted. In the event we obtain securities analyst coverage, if one or more of the analysts who cover us downgrade our stock or publish inaccurate or unfavorable research about our business, our stock price may be materially and adversely impacted. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline.

If the price of our common stock fluctuates significantly, your investment could lose value.

Our common stock is quoted on the OTCQB, under the symbol “CTGL,” and, to date, has traded on a limited basis. We have applied to list our common stock on Nasdaq under the symbol “CTGL.” We cannot assure you that an active public market will continue for our common stock. If an active public market for our common stock does not continue, the trading price and liquidity of our common stock will be materially and adversely affected. If there is a thin trading market or “float” for our stock, the market price for our common stock may fluctuate significantly more than the stock market as a whole. Without a large float, our common stock would be less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stock may be more volatile. In addition, in the absence of an active public trading market, investors may be unable to liquidate their investment in us. Furthermore, the stock market is subject to significant price and volume fluctuations, and the price of our common stock could fluctuate widely in response to several factors, including, but not limited to:

The stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securities of many companies, including companies in our industry. The changes may not be possible to predict and often appear to occur without regard to specific operating performance. The price of our common stock could fluctuate based upon factors that have little or nothing to do with our company and these fluctuations could materially reduce our stock price.

Delaware law contains provisions that could discourage, delay, or prevent a change in control of the Company, prevent attempts to replace or remove current management and reduce the market price of its common stock.

Provisions in the Company’s certificate of incorporation and bylaws may discourage, delay or prevent a merger or acquisition involving the Company that its stockholders may consider favorable. For example, the Company is subject to the anti-takeover provisions of the Delaware General Corporation Law (“DGCL”). Under these provisions, if anyone becomes an “interested stockholder,” the Company may not enter into a “business combination” with that person for three years without special approval, which could discourage a third party from making a takeover offer and could delay or prevent a change in control of the Company. An “interested stockholder” is, generally, a stockholder who owns 15% or more of the Company’s outstanding voting stock or an affiliate of the Company who has owned 15% or more of the Company’s outstanding voting stock during the past three years, subject to certain exceptions as described in the DGCL.

We have never declared or paid cash dividends on our capital stock nor are we under any obligation to declare or pay such cash dividends. We currently intend to retain any future earnings to fund our operations and the development and growth of our business, and we do not expect to declare or pay any dividends in the foreseeable future. Our future ability to pay cash dividends on our capital stock may be limited by any future debt instruments or preferred securities. As a result, investors may only receive a return on their investment in our common stock if the market price of our common stock increases to a price above the price paid for them and then sell such shares.

Our ~~corporate address~~executive office is ~~located~~ at 1140 Avenue of the Americas, New York, NY 10036. Our headquarters and facilities, which we lease from an unaffiliated third party at a monthly rental of approximately $1,600 are located at 23 Hamelacha4 Haogen Street, ~~Park Afek, Rosh Ha’ain,~~ Israel. The offices consist of approximately ~~1,300~~100 square ~~feet~~meters, under an agreement for office space and services that expires on August 30, 2022. We are ~~sufficient for our use~~paying for the ~~foreseeable future.~~ office space and services a monthly rent of NIS 16,380 (approximately, $5,460).

The ~~lease for our headquarters will expire on November 30, 2019, unless we extend it for an extension period through 2024 with~~address of the ~~option to terminate it with two months prior notice period.~~Company’s registered office in the State of Delaware is c/o Business Filings Incorporated, 108 West 13^thSt., City of Wilmington, County of Newcastle, Delaware 19801.

~~We know~~The Company knows of no ~~material,~~ active or pending legal proceedings against ~~our~~the Company, nor of any proceedings that a governmental authority is contemplating against us. We know of no material proceedings to which any of our directors, officers, affiliates, owner of record or beneficially of more than 5 percent of our voting securities or security holders is an adverse party or has a material interest adverse to our interest.the Company.

ITEM 5. MARKET FOR REGISTRANT’S COMMON ~~STOCK AND~~EQUITY, RELATED STOCKHOLDER ~~MATTER~~MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company’s common stock is traded in the United States on the OTCQB market under the ticker symbol “CTGL.” Any over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. CTGL.” We have applied to list our common stock on the Nasdaq Capital Market. No assurance can be given that our application will be approved or that a trading market will develop.

As of March ~~28, 2019, we~~31, 2022, the Company had 95110 registered stockholders holding ~~34,169,890~~942,568,006 shares of common stock.

Since ~~our~~the Company’s inception, ~~we have~~it has not declared nor paid any cash dividends on ~~our~~its capital stock and ~~we do~~the Company does not anticipate paying any cash dividends in the foreseeable future. ~~Our~~Its current policy is to retain any earnings in order to finance ~~our~~its operations. ~~Our~~Its Board of directors will determine future declarations and payments of dividends, if any, in light of the then-current conditions it deems relevant and in accordance with applicable corporate law.

The following table provides certain aggregate information with respect to ~~our~~the Company’s shares of common stock ~~ordinary~~ that ~~may be issued~~as of December 31, 2021 were issuable under ~~our~~its equity compensation plans in effect as of December 31, ~~2018.~~2020. During the first quarter of 2020, in connection with the Citrine Global Transaction, all options to purchase shares of the Company were waived and cancelled.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following ~~discussion~~Management’s Discussion and ~~analysis provides~~Analysis of Financial Condition and Results of Operations is intended to provide information ~~that we believe is relevant~~necessary to ~~an assessment~~understand our audited consolidated financial statements for the fiscal years ended December 31, 2021 and December 31, 2020 and highlight certain other information which, in the opinion of management, will enhance a reader’s understanding of our financial condition, changes in financial condition and results of operations. In particular, the discussion is intended to provide an analysis of significant trends and material changes in our financial position and the operating results of our business during the year ended December 31, 2021, as compared to the fiscal year ended December 31, 2020. This discussion should be read in conjunction with our consolidated financial statements for the fiscal years ended December 31, 2021 and December 31, 2020 and related notes included elsewhere in this Annual Report on Form 10-K. These historical financial statements may not be indicative of our future performance. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains numerous forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risks described throughout this filing, particularly in “Item 1A. Risk Factors.”

The full extent to which the COVID-19 pandemic may directly or indirectly impact our business, results of operations and financial ~~condition. You should read this analysis in conjunction with~~condition, will depend on future developments that are uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain it or treat COVID-19, as well as the economic impact on local, regional, national and international customers and markets. We have made estimates of the impact of COVID-19 within our ~~audited consolidated~~ financial statements, and ~~related notes. This discussion and analysis contains statements of a forward-looking nature relating~~although there is currently no major impact, there may be changes to those estimates in future ~~events or our future financial performance. These statements are only predictions, and actual events or~~periods. Actual results may differ ~~materially. In evaluating such statements, you should carefully consider~~from these estimates.

The following discussion summarizes the ~~various~~key factors ~~identified in this annual report, which could cause actual results~~our management believes are necessary for an understanding of our consolidated financial statements.

We have not generated any revenues from our current product sales to differ materially from those expressed in, or implied by, any forward-looking statements, including those set forth in “Risk Factors” in this annual report. See “Cautionary Note Regarding Forward-Looking Statements.”date.

The ~~Company incurred~~process of researching and developing our products is lengthy, unpredictable, and subject to many risks. We expect to continue incurring substantial expenses of approximately $571 thousand on research and development during the past two years. During this period, the Company completed the lice product development, which included finalization of commercial design of the vaporizer, capsules and head cap and optimizing the product efficiency.

~~The Company plans to expand into a variety of treatments and solutions, which will also be based on the developed platform and the knowledge the Company gained principally during the past three years.~~

~~The Company plans to focus its initial sales and marketing efforts on the European Union, where CE approval was obtained in the third quarter of 2017, and if FDA approval~~ for the ~~Novokid®~~next several years as we continue to develop our product ~~is received also in~~line. We are unable, with any certainty, to estimate either the ~~United States and Latin America countries, including Mexico, Brazil, Argentina, Chile, Colombia and Costa Rica.~~

~~In order to achieve our intended global footprint and market presence, we plan to base our primary distribution method on~~costs or the ~~distribution model,~~timelines in which ~~the distributor~~those expenses will sell our products under our name and branding. In specific instances, we will consider implementing the OEM model, in which the distributor will sell our products under a co-branding arrangement. We believe that these models will reduce our marketing costs while starting to generate revenues to support our research andbe incurred. Our current development ~~efforts for utilizing our technological platform to expand our product line.~~

~~In addition, in January 2019, we entered into a joint venture agreement with a Chinese partner for the formation of a Chinese joint venture intended to~~plans focus on the development of ~~comprehensive~~our Green Side by Side Products. The design and ~~broad range~~development of ~~health, wellness, beauty~~these devices will consume a large proportion of our current, as well as projected, resources.

Our research and ~~home products for customers by utilizing~~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 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 patented technology of vaporization of natural and plant-based compounds. The joint venture intends to sell its products in the Greater China region, including mainland China, Hong Kong, Macao and Taiwan, directly or through others.marketing strategy.

We also plan to market and advertise our products through implementing an omni-channel strategy, both through online and retail sales outlets, which we believe will present a huge opportunity for generating sales and market acceptance.

~~Our~~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 consist primarily impact of exchange rate derived from re-measurement of monetary balance sheet items denominated in non-dollar currencies. Other financial expenses include bank’s fees and interest on long term loans.

The Company’s balance sheet as of December 31, 2021 reflects total assets of approximately $1,055,000 consisting mainly ~~stock~~of cash and cash equivalents in the amount of approximately $270,000, Investments valued under the measurement alternative in the amount of approximately $450,000. The Company’s balance sheet as of December 31, 2020, reflects total assets of approximately $3,105,000 consisting mainly of cash and cash equivalents in the amount of approximately $206,000, Prepaid share based ~~compensation expenses, salary~~payment to a service provider in the amount of approximately $1,737,000, Trading Securities in the amount of approximately $522,000 and a short-term loan measured at fair value in the amount of approximately $165,000. The decrease is related ~~expenses~~mainly to Prepaid share-based payment, investment valued under the measurement alternative and ~~certain other expenses.~~trading securities.

As of December 31, 2021, the Company had total current liabilities of approximately $1,064,000 consisting of approximately $838,000 in accrued compensation and accounts payable and accrued expenses in the amount of approximately $226,000. As of December 31, 2020, the Company had total current liabilities of approximately $1,702,000 consisting mainly of convertible notes in the amount of approximately $773,000, accrued compensation in the amount of approximately $304,000 and accounts payable and accrued expenses in the amount of approximately $172,000.

As of December 31, 2021, the Company had negative working capital in the amount of approximately $715,000, compared to positive working capital in the amount of approximately $947,000 at December 31, 2020.

The Company’s total liabilities as of December 31, 2021 and 2020 were approximately $2,495,000 and $1,702,000 respectively.

During the twelve months ended December 31, 2021, the Company used approximately $582,000 in its operating activities. This resulted in operating expenses of approximately $3,335,000, net of non-cash items mainly comprised of a decrease in prepaid share based payment to a service provider of approximately $1,737,000, loss from extinguishment in connection with convertible loan restructuring of approximately $620,000, interest accrued on convertible loan of approximately $333,000 and increase in account payables of $589,000.

During the twelve months ended December 31, 2020, the Company used approximately $696,000 in its operating activities. This resulted in operating expenses of approximately $8,315,000, net of non-cash items comprised mainly of an increase in stock-based compensation of approximately $7,422,000, interest accrued on convertible loan of approximately $287,000 and increase in account payables of $258,000.

During the year ended December 31, 2021, the Company’s cash provided by investing activities amounted to $286,000, consisting mainly of $389,000 from sale of trading securities and $164,000 from repayments of short term loan. During the year ended December 31, 2020, the Company’s cash used in investing activities amounted to $615,000 mainly as a result of $450,000 investment valued under the measurement alternative and $145,000 of short term loan.

During the twelve months ended December 31, 2021, the Company’s net cash provided by financing activities was $350,000 comprised of proceeds from the issued convertible notes, as compared to net cash provided by financing activities for the year ended December 31, 2020 of approximately $1,170,000 proceeds from the issued convertible notes, $177,000 proceeds from issuance of common stock and $154,000 proceeds from related parties’ loans.

Between June 2021 and January 2022, we received from affiliates the Convertible Note Purchase Agreement dated as of April 1, 2020 loan aggregating $580,000.

Between August 3 – 9, 2021, we sold to an unrelated third party in an off market transaction 619,589 ordinary shares of Intelicanna Ltd., an Israeli medical cannabis company listed on the Tel Aviv Stock Exchange (“Intelicanna”), for aggregate gross proceeds to the Company of 1,260,611 NIS (approximately $391,500 based on the current exchange rate). Following the sale, the Company no longer holds any Intelicanna shares. As previously reported, the Company obtained the Intelicanna shares in a share exchange agreement entered into with Intelicanna in September 2020.

On April 13, 2021, the Citrine S A L Group has furnished the Company with an irrevocable letter of obligation to support the Company until December 30, 2022 financially. We believe that this commitment will allow the Company to be operational as planned and budgeted through this period (the “Irrevocable Letter”).

Finally, on August 15, 2021, we and the holders of the outstanding loans under the Convertible Loan Agreement entered into an agreement which, among other things, extends the maturity dates of these loans to July 31, 2023, provided that if we consummate prior to maturity an investment of at least $5 million of the Company’s securities, then the Company shall repay the principal amount and accrued interest of the Notes from such proceeds. In addition, these holders confirmed their agreement to honor draw down notice by the Company through March 31, 2022 for the balance of the originally committed amount of $1,800,000 (i.e., $100,000).

Based on the Company’s current cash balances, capital raised during the year ended December 31, 2021, and the Irrevocable Letter, the Company 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.

Year ended December 31, ~~2018~~2021 as compared to the year ended December 31, ~~201~~20207

The following table presents our results of operations for the years ended December 31, 2021 and 2020

During the twelve months ended December 31, ~~2018, we generated $251 thousand in revenues,~~2021, the Company had no revenue, compared to no$12,000 in 2020. The decrease in our revenues is mainly attributable to our selling 90% of the shares we held in ~~2017.Revenues were recorded for~~Novomic Ltd. (“Novomic”) and focusing on our new strategy and business activity, and, therefore, ceasing to consolidate the ~~first time from the sales~~financial statements of ~~our current product, Novokid®.~~Novomic.

~~Our~~The Company’s research and development expenses increased to ~~$289 thousand~~$96,000 comprised of ongoing research and development expenses during the twelve months ended December 31, ~~2018,~~2021, compared to approximately ~~$282 thousand~~$17,000 during the prior ~~year, an~~year. The increase is mainly attributable to expenses related to the development of ~~approximately $6 thousand or 2%.~~our Green Botanical product line.

~~Our~~The Company’s marketing, general and administrative expenses during the year ended December 31, ~~2018,~~2021, were ~~$2,003 thousand~~$3,239,000 compared to ~~$2,463 thousand~~$8,350,000 during the ~~prior year.~~year ended December 31, 2020. The decrease in our marketing, general and administrative expenses is mainly ~~due~~attributable to the decrease in ~~payroll~~our non-cash share-based compensation expenses, professional services and ~~consulting.~~legal fees offset by increase in professional services.

During the twelve months ended December 31, ~~2018, we~~2021, the Company incurred financial expenses of ~~$30 thousand,~~$1,181,000, as compared to financial ~~income~~expenses of ~~$19 thousand~~$322,000 during the ~~prior year.~~year ended December 31, 2020. The reason for the increase in financial ~~expenses is mainly~~expense was due to ~~exchange rates.~~$620,000 of loss from extinguishment in connection with convertible loan restructuring.

As a result of the above, wethe Company incurred a net loss of approximately ~~$2,157 thousand~~$4,516,000 during the twelve months ended December 31, ~~2018~~2021 as compared to a net loss of approximately ~~$2,858 thousand~~$8,639,000 in ~~2017.~~2020.

~~Year ended December 31, 2017 as compared to the year ended December 31, 201~~6

~~During the twelve months ended December 31, 2017 and 2016, we generated no revenues.~~

Our research and development expenses decreased to approximately $282 thousand (comprised of ongoing research and development expenses of approximately $178 thousand and additional sum of approximately $104 thousand in stock based compensation) during the twelve months ended December 31, 2017, compared to approximately $1,004 thousand (comprised of ongoing research and development expenses of approximately $831 thousand and additional sum of approximately $173 thousand in stock based compensation) during the prior year, a decrease of approximately $722 thousand or 72%. The decrease is mainly due to completion of research and development activities related to Novokid®, offset by ongoing research and development expenses related to Shine.

~~During the year ended on December 31, 2017, we recorded approximately $100 thousand fair value option expenses, related to the OEM Agreement with the OEM distributor in June 2017.~~

Our marketing, general and administrative expenses during the year ended December 31, 2017, were approximately $2,463 thousand compared to approximately $823 thousand during the prior year. The increase is mainly due to stock based compensation expenses.

During the twelve months ended December 31, 2017, we incurred financial income of approximately $19 thousand, as compared to financial expenses or approximately $26 thousand during the prior year. The decrease in financial expenses is mainly due to financing income related to our financial instruments.

~~As a result of the above, we incurred a net loss of approximately $2,858 thousand during the twelve months ended December 31, 2017 as compared to a net loss of approximately $1,854 thousand in 2016.~~

Our balance sheet as of December 31, 2018, reflects total assets of approximately $1,158 thousand consisting mainly of cash and cash equivalents in the amount of approximately $475 thousand, inventory in the amount of approximately $249 thousand, other receivables of approximately $177 thousand and property and equipment net, of approximately $161 thousand. As of December 31, 2017, the balance sheet reflects total assets of approximately $862 thousand consisting mainly of cash and cash equivalents in the amount of approximately $590 thousand, inventory in the amount of approximately $41 thousand, other receivables of approximately $106 thousand and property and equipment net, of approximately $96 thousand. The increase is related mainly to an increase of property and equipment by approximately $65 thousand, and an increase in inventory balance by approximately $207 thousand.

As of December 31, 2018, we had total current liabilities of approximately $385 thousand consisting of accounts payable and accrued expenses of approximately $231 thousand, note payable of approximately $80 thousand. As of December 31, 2017, we had total current liabilities of approximately $327 thousand consisting of approximately $106 thousand in accounts payable and accrued expenses, note payable of approximately $89 thousand and option liability of approximately $132 thousand.

As of December 31, 2018, we had positive working capital of approximately $573 thousand, compared to positive working capital of approximately $413 thousand at December 31, 2017. The working capital has been sufficient to sustain our operations to date, although there is substantial doubt about our ability to continue as going concern.

~~Our total liabilities as of December 31, 2018 and 2017 were approximately $417 thousand and $351 thousand respectively.~~

~~During the twelve months ended December 31, 2018, we used approximately $2,386 thousand in our operating activities. This resulted mainly from an overall net loss of approximately $2,157 thousand.~~

During the twelve months ended December 31, 2017, we used approximately $1,470 thousand in our operating activities. This resulted mainly from an overall net loss of approximately $2,858 thousand, offset by stock-based compensation expenses of approximately $1,258 thousand, fair value option expenses of approximately $132 thousand and a decrease in accounts payable and accrued expenses of approximately $120 thousand.

During the year ended December 31, 2018, our investing activities required approximately $98 thousand due to the purchase of property, plant and equipment, approximately $15 thousand for a severance pay fund, this compared to approximately $5 thousand due to the purchase of property, approximately $7 thousand for a severance fund and approximately $6 thousand investment in long-term deposit during the year ended December 31, 2017.

During the twelve months ended December 31, 2018, our financing activities provided us with approximately $2,372 thousand through the issuance of common stock, as compared to approximately $1,778 thousand in the prior year, this was result of proceeds from the issuance of common stock

While management of the Company believes that the Company will be successful in its current and planned operating activities, there can be no assurance that the Company will be successful in the achievement of sales of its products that will generate sufficient revenues to earn a profit and sustain the operations of the Company.

Our ability to create sufficient working capital to sustain us over the next twelve-month period, and beyond, is dependent on our ability to raise additional funds through the issuance of equity and debt instruments.

There can be no assurance that sufficient capital will be available to us. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.

As a result of the above, there is substantial doubt about our ability to continue as a going concern. Our financial statements contain additional note disclosures with respect to this matter, but no accounting adjustments that relate to this matter.

Recently issued accounting pronouncements are described in the notes to our financial statements for the years ended December 31, ~~2018~~2021 and ~~2017,~~2020, which are included within Item 8 in this annual report.

Our significant accounting policies are described in the notes to our financial statements for the years ended December 31, ~~2018~~2021 and ~~2017~~2020 and which included within Item 8 in this annual report.

ITEM 7A. QUANTITATIVE AND QUALITATIVE ~~DISCLOSURE~~DISCLOSURES ABOUT MARKET RISK

~~We have not entered into, and do not expect to enter into, financial instruments for trading or hedging purposes.~~

To the Shareholders and the Board of Directors ~~and Stockholders~~ of ~~TechCare Corp.~~Citrine Global Corp

We have audited the accompanying consolidated balance sheets of ~~TechCare Corp.~~Citrine Global Corp and ~~its subsidiary~~subsidiaries (the ~~“Company”),~~Company) as of December 31, ~~2018~~2021 and ~~2017, and~~2020, the related consolidated statements of operations and comprehensive loss, ~~of stockholders’~~changes in shareholders’ equity (deficit), and of cash flows for each of the years ~~then~~in the two-year period ended ~~including~~December 31, 2021, and the related notes (collectively, ~~referred to as~~ the ~~“consolidated~~consolidated financial ~~statements”)~~statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2018~~2021 and ~~2017,~~2020, and the results of its operations and its cash flows for each of the years ~~then~~in the two-year period ended December 31, 2021, in conformity with ~~accounting principles~~U.S. generally accepted ~~in the United States of America.~~accounting principles.

~~Substantial Doubt About the Company’s Ability to Continue as a Going Concern~~

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1a to the consolidated financial statements, the Company has suffered recurring losses from operations and has cash outflows from operating activities that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1a. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on ~~the Company’s~~these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits ~~of these consolidated financial statements~~ in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

KPMG Somekh Chaikin, an Israeli partnership and a member firm of ~~December 31, 2018, and 2017~~the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee

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

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

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

CONSOLIDATED STATEMENTS OF ~~OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~CASH FLOWS

Citrine Global, Corp. (“~~Techcare”~~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 ~~“TECR.~~“CTGL.”

On ~~February 8, 2016,~~January 6, 2020, the Company’s predecessor company, TechCare Corp., a Delaware corporation (“TechCare”), and Citrine S A L Investment & Holdings Ltd., an Israeli corporation and a major shareholder of the Company ~~signed~~(“Citrine S A L”), and a ~~Merger~~group of related persons and entities (the “Citrine S A L Group”) entered into a Common Stock Purchase Agreement (the “Citrine S A L Group Agreement”), which was later amended and restated on February 23, 2020 (the “AR Citrine S A L Group Agreement”). Pursuant to the AR Citrine S A L Group Agreement, TechCare agreed to sell Citrine S A L Group and its group of business partners, up to an aggregate of 893,699,276 shares of TechCare’s common stock, representing approximately 95% of TechCare’s fully diluted capital, in two tranches, with the initial tranche of up to 452,063,196 shares of the TechCare’s common stock to be sold conditioned upon (i) the resignation of the Company’s existing members of its board of directors (the “Board”), consisting of Oren Traistman and Yossef De-Levy, (ii) the appointment of each of Ora Elharar Soffer (formerly Ora Meir Soffer), Ilan Ben-Ishay and Ilanit Halperin as members of the Board, and (iii) the transfer of the TechCare’s signatory rights to all Company bank accounts in the name of Citrine S A L Group’s nominee. In addition, the AR Citrine S A L Group Agreement provides for the second tranche of up to the remaining number of shares of common stock that will result in Citrine S A L Group, owning 95% of the TechCare’s fully diluted capital stock, to be sold conditioned upon the filing of the Company’s previously approved amendment to its First Amended and Restated Certificate of Incorporation to increase the Company’s authorized capital.

On January 6, 2020, definitive agreements were executed for the sale of 90% of the shares in Novomic Ltd. (“Novomic”) to Traistman Radziejewski Fundacja Ltd. (“TRF”), which was completed on May 14, 2020 (the “Novomic Divestment”), and for the issuance and sale of a ~~private company incorporated under~~number of shares equal after the ~~laws~~issuance to 95% of the ~~state of Israel. The closing~~fully diluted capital stock of the ~~merger took place~~Company to Citrine S A L Group, which was amended on February 23, 2020, to provide for the issuance and sale of the shares in stages (the “Citrine Global Transaction”). Shares of the Company were issued and sold in accordance with this amended agreement to Citrine S A L Group on February 27, 2020, March 5, 2020, and, after the Company amended its Certificate of Incorporation to increase its authorized share capital, on November 11, 2020.

The following table summarizes the assets and liabilities of Novomic as of the deconsolidation date:

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, our Board of Directors approved for the Company and Citrine Global Israel to proceed with preparations for investing in iBOT. On August 9, ~~2016~~2021, through our 60% owned subsidiary Cannovation Center Israel, we entered into an agreement with iBOT pursuant to which ~~Novomic became~~iBOT agreed to manufacture a ~~wholly-owned subsidiary~~line of nutritional supplements for Cannovation Center Israel, including packaging and storage. On September 29, 2021, we agreed to advance to iBOT, up to $50 thousands with a 12 month maturity date and we 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 ~~Company.~~

~~Novomic was incorporated as a private company in Israel in 2009. Since inception, Novomic has been a technology company engaged~~loan and (ii) the rate specified in the ~~design, development and commercialization~~framework agreement]. In addition, the agreement provided that our 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 ~~unique delivery platform utilizing vaporization~~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 ~~various natural compounds for multiple health, beauty and wellness applications. Novomic’s delivery platform is proprietary and patented.~~

Novomic’s first product is Novokid® - an innovative home use device which vaporizes a natural, plant-based, pesticides and silicone-free compound that effectively treats head lice and eggs. The Novokid® kit includes a vaporizer, treatment capsules and treatment cap alongside ancillary components. Novokid® is currently being sold in Israelsuch proposed issuance and the ~~Netherlands.~~

~~Novomic is currently working~~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 ~~research~~price and ~~development of future product offerings for its delivery platform, including Shine, a revolutionary cosmetic device for~~other terms specified in the ~~treatment and rejuvenation~~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 ~~hair~~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 ~~scalp.~~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% of Cannovation’s shares, while each of Beezz Home Technologies Ltd. and Golden Holdings Neto Ltd. holds 20% of its shares. See note 4 for additional information.

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

The Company ~~operates in one operating segment~~has not yet to generate revenues and ~~substantially all assets~~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 ~~and subsidiary are located in Israel.~~

~~During the year ended December 31, 2018,~~with an irrevocable letter of obligation to financially support the Company ~~had a total comprehensive loss~~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 ~~$2.2 million. As of December 31, 2018, the Company incurred accumulated losses of approximately $8.7 million.~~expenses it incurs. Based on the ~~projected~~Company’s current cash ~~flows~~balances, and ~~Company’s cash balance as~~the irrevocable letter of ~~December 31, 2018,~~obligation from Citrine S A L noted above, the ~~Company’s management is of~~Company believes it has sufficient funds for its plans for the opinion that without further fund raising it will not have sufficient resources to enable it to continue advancing its activities including the development, manufacturing and marketing of its products for a period of at least 12next twelve months from the ~~date of~~ issuance of these financial statements. As ~~a result, there is substantial doubt about the Company’s ability to continue as a going concern.~~

Management’s plans include the continued commercialization of their products, to continue taking cost reduction steps and securing sufficient financing through the sale of additional equity securities, debt or capital inflows from strategic partnerships. There are no assurances however, that the Company will be successful in obtaining the level of financing needed for its operations. If the Company is ~~unsuccessful~~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.

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 certain side effects of cannabis use, the needs, technologies, and solutions to support medical cannabis patients who experience side effects related to their cannabis treatment.

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 ~~commercializing~~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 ~~products~~activities initially only within the country of Israel. However, the full impact of COVID-19 is unknown and ~~securing sufficient financing, it may need to reduce activities, or curtail or cease operations.~~ cannot be reasonably estimated as these events are still developing.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~The consolidated financial statements are~~were prepared in accordance with accounting principles generally accepted in the United States of America (“USU.S. GAAP”).

The accompanying consolidated financial statements include the accounts of ~~Techcare,~~Citrine Global and its ~~subsidiary, Novomic.~~Israeli Subsidiaries, CTGL - Citrine Global Israel Ltd and Cannovation. All significant intercompany balances and transactions have been eliminated in consolidation.

The preparation of the financial statements in conformity with US GAAP requires management to make estimates ~~using~~and assumptions that affect the reported amounts of assets and liabilities and ~~related disclosures~~disclosure of contingent assets and liabilities at the ~~date~~dates of the financial statements and the reported amounts of expenses during the reporting ~~period.~~periods. Significant estimates include share-based compensation and fair value measurements of the convertible notes. Actual results could differ from those estimates, and such differences may have a material impact on the Company’s financial statements. As applicable to these consolidated financial statements, the most significant estimate relates to the assumptions underlying stock-based compensation, refund liability, inventories measurement including inventory subject to refund, and the recoverability of long-lived assets.estimates.

Effective May 14, 2020, the Company adopted the U.S. dollar as its functional currency. Prior to May 14, 2020, the functional currency of the Company was the New Israeli Shekel (“NIS”). The change in functional currency of the Company is due to the increased exposure to the U.S. dollar as a result of Sale of the Novomic as described in Note 1 above.

Therefore, the currency of the primary economic environment in which the operations of the Company and its ~~subsidiary~~subsidiaries are conducted is the ~~New Israeli Shekel (“NIS”).~~U.S. dollar.

~~The presentation~~Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the ~~financial statements is~~transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the ~~U.S. dollar. Assets~~exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated ~~at year-end~~using the historical rate on the date of the transaction. All exchange rates, while revenues and expenses are translated at actual exchange rates during the year. Differences resulting from translation are presented in equity, under accumulated other comprehensive income (loss). Gains andgains or losses arising from translation of these foreign currency transactions ~~of monetary balances denominated~~are included in ~~non-functional currencies are reflected in financial income (expense),~~ net inloss for the ~~consolidated statements of operations and comprehensive loss.~~year.

~~Financial expenses (income), net in the consolidated statements of operations and comprehensive loss comprised mainly of exchange rate differentials.~~

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

Cash equivalents are short-term highly liquid investments which include short term bank deposits (up to three months from date of deposit), that are not restricted as to withdrawals or use that are readily convertible to cash with ~~original~~ maturities of three months or less ~~when acquired, that are not restricted~~ as ~~to withdrawal or use, are considered to be~~of the date acquired.

~~The balance~~as of ~~accounts receivable includes amounts due from distributors~~December 31,2021 included a $10thousands collateral account for ~~products sold~~the Company’s rent agreement and is classified in ~~the ordinary course of business, net of commissions earned. If payment is due based on payment terms with one year or less, they are classified as~~ current assets. ~~If not, they are presented as non-current assets.~~

Inventory is measured at the lower of cost or net realizable value. The cost is determined on the “first in-first out” basis. Inventory costs consist of materials, direct labor and overhead. Net realizable value is an estimated selling price in the ordinary course of business less applicable selling expenses. Provisions for potentially obsolete or slow-moving inventory are made based on management’s analysis of inventory levels and historical obsolescence.

Property, plant and equipment, is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, or in the case of leasehold improvements, the shorter of the lease term (including any renewal periods, if appropriate) or the estimated useful life of the asset. Repairs and maintenance are charged to expense during the financial period in which they are incurred.net

~~Leasehold improvements are amortized by~~Trading securities and short-term loan measured at fair value

The Company accounts for its investments in trade securities in accordance with Accounting Standards “ASC”) No. 321, “Investments— Equity Securities.” The Company determines the ~~straight line method over~~appropriate classification of its investments in trading securities at the ~~term~~time of purchase and re-evaluates the fair value at each balance sheet date. As of December 31, 2020, all of the ~~lease,~~Company’s investments in trading securities are classified as held for trade (see also Note 8). Therefore, the Company’s trading securities are recorded at fair value on the balance sheet as well as the short-term loan measured at fair value according to the company’s election. Changes in fair value of trading securities and short-term loan are recorded in financing income (expenses), net in the consolidated statement of operations. The balance of the investments in trading securities as of December 31, 2021 is zero.

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

The Company’s investments as described in Notes 3 and 1 are valued under the measurement alternative include equity securities in other proprietary investments for which the Company does not have significant influence and fair value is not readily determinable. Accounting Standard Update (“ASU”) 2016-01 requires equity securities to be recorded at cost and adjusted to fair value at each reporting period. However, the guidance allows for a measurement alternative, which is ~~shorter than the estimated useful life~~to record investments at cost, less impairment, if any, and subsequently adjust for observable price changes of identical or similar investments of the ~~improvements.~~same issuer.

Due to the lack of readily determinable fair values for such investments, for which the Company does not have significant influence, the Company accounts for these investments under the measurement alternative at cost, less impairment.

The Company performs qualitative impairment assessments on its investments recorded under the measurement alternative.

~~Long-lived~~The Group’s long-lived assets ~~held and used by the Company~~ are reviewed for impairment in accordance with ASC Topic 360, “Property, Plant and Equipment”, whenever events or changes in circumstances indicate that the carrying amount of ~~the assets~~an asset may not be recoverable. ~~In the event that the sum~~Recoverability of assets to be held and used is measured by a comparison of the ~~expected~~carrying amount of an asset to the future undiscounted cash flows expected to be generated by the ~~long-lived~~asset. If such assets are considered to be impaired, the impairment to be recognized is ~~less than~~measured by the amount by which the carrying amount of ~~such~~the asset exceeds its fair value. No indicators of impairment have been identified as of December 31, 2020 and 2021.

Derivative instruments are recognized on the balance sheet at their fair value, with changes in the fair value recognized as a component of financial expenses, net in the statements of operation.

Once determined, derivative liabilities and assets are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an ~~impairment charge would be recognized~~adjustment to fair value of derivatives.

The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes”. Accordingly, deferred income taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial accounting and the tax bases of assets ~~would~~and liabilities under the applicable tax law. Deferred tax balances are computed using the enacted tax rates expected to be ~~written down~~in effect when these differences reverse. Valuation allowances in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized.

The Company accounts for uncertain tax positions in accordance with ASC Topic 740-10, which prescribes detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements. According to ASC Topic 740-10, tax positions must meet a more-likely-than-not recognition threshold. The Company’s accounting policy is to classify interest and penalties relating to uncertain tax positions under income taxes, however the Company did not recognize such items in its fiscal 2021 and 2020 financial statements and did not recognize any liability with respect to an unrecognized tax position in its balance sheets.

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

Basic loss per share of Common Stock is computed by dividing the loss for the period applicable to holders of shares of Common Stock, by the weighted average number of shares of Common Stock outstanding during the period. Securities that may participate in dividends with the shares of Common Stock (such as the convertible Preferred Stock) are considered in the computation of basic loss per share under the two-class method. However, in periods of net loss, only the convertible Preferred Stock are considered, since such shares have a contractual obligation to share in the losses of the Company.

In computing diluted loss per share, basic loss per share is adjusted to reflect the potential dilution that could occur upon the exercise of potential shares. Accordingly, in periods of net loss, no potential shares are considered.

The Company measures and recognizes the compensation expense for all equity-based payments based on their estimated fair ~~values. During~~values in accordance with ASC 718, “Compensation-Stock Compensation”. Share-based payments including grants of stock options are recognized in the ~~years ended 2018 and 2017, no impairment was recorded.~~statement of operation as an operating expense based on the fair value of the award at the date of grant. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model. The Company has expensed compensation costs, net of estimated forfeitures, applying the accelerated vesting method, over the requisite service period or over the implicit service period.

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

Fair value isof 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 asby 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. ~~A hierarchy has been established for inputs used in measuring~~The fair value ~~that maximizes~~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 ~~minimizes~~minimize the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that are developed using market data, such as publicly available information about actual events or transactions, and that reflect the assumptions that market participants would use when pricing the asset or liability. Unobservable inputs are inputs for which market data are not available and that are developed using the best information available about the assumptions that market participants would use when pricing the asset or liability. Theinputs. ASC 820 also provides fair value hierarchy ~~categorizes into three levels.~~ for inputs and resulting measurement as follows:

Level ~~1 inputs are quoted~~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 ~~the reporting entity can access at the measurement date. Level 2 inputs include~~are not active; inputs other than quoted prices ~~included within Level 1~~ that are observable for the asset or ~~liability, either directly~~liability; and inputs that are derived principally from or ~~indirectly.~~ corroborated by observable market data for substantially the full term of the assets or liabilities; and

Level ~~3 inputs are unobservable~~3: Unobservable inputs for the asset or ~~liability. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets~~liability that are supported by little or ~~liabilities (Level 1 inputs)~~no market activity, and ~~the lowest priority to unobservable inputs (Level 3 inputs). Categorization within the valuation hierarchy is based upon the lowest level of input~~ that isare significant to the fair values.

~~Notes~~measurements are required to ~~consolidated financial statements (continued)~~

~~Effective January 1, 2018,~~be disclosed by the ~~Company adopted~~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 ~~new accounting standard related~~reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the ~~recognition~~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 ~~revenue~~where those gains or losses included in ~~contracts with customers. Since~~earning are reported in the ~~Company had no revenues prior to January 1, 2018, the new standard had no impact on revenues and results~~statement of ~~operations for prior periods.~~operations.

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

As of December 31, 2021, there are no financial assets or financial liabilities that are measured at fair value on a recurring basis. The ~~Company derives revenues from sales~~Company’s financial assets and liabilities as of ~~its Novokid product directly or indirectly through its distributors~~December 31, 2020 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

The following table presents the changes in fair value of the ~~Netherlands and in Israel.~~level 3 liabilities for the year ended December 31, 2021:

Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods to the end customer or to the distributor. The Company also considers products that might be returned mostly based on the terms stipulated in the agreements with its distributors. The Company recognized the amount received or receivable that is expected to be returned as a refund liability, representing its obligation to return the clients’ consideration. The Company also defers the associated costs of the refund liability and recognize it as inventory subject to refund.

~~The Company reports revenue net of any revenue based taxes assessed by governmental authorities that are imposed on and concurrent with specific revenue-producing transactions.~~

Revenue from products are recognized when the customer or the distributor has obtained control of the goods (for the Company’s current arrangements, this is at a point in time of revenue recognition) based on the shipping terms. The Company recognizes revenue on sales to distributors upon shipment of the goods, when the distributor has economic substance apart from the Company and the distributor is considered the principal for the transaction with the end-user client.

~~Research and development expenses are expensed as incurred, and consist primarily of personnel, facilities, equipment and supplies for research and development activities.~~NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont.)

~~Advertising expenses are expended as incurred and were approximately $369 thousand and $52 thousand for the years ended December 31, 2018 and 2017, respectively.~~

Loss per share is based on the loss that is attributed to the stockholders holding common stock divided by the weighted average number of common stock outstanding and fully vested outstanding options granted to employees and non-employees with an exercise price of $0.0001 for the reported periods.

For purposes of the calculation of the diluted loss per share, the Company adjusts the loss that is attributed to the holders of the Company’s common stock, and the weighted average number of common stock assuming conversion of all of the dilutive potential stock using the treasury stock method.

~~The potential stock are taken into account only if their effect is dilutive (increases loss per share).~~

Financial instruments that potentially subject the Company to concentrations of credit risk consist ~~principally~~primarily of cash and cash equivalents ~~and accounts receivable. The Company’s cash~~as well as certain other current assets that do not amount to a significant amount. Cash and cash equivalents, which are ~~invested~~primarily held in Dollars and New Israeli Shekels, are deposited with major banks in Israel and ~~the~~ United States. ~~Generally, these investments may be redeemed upon demand and the Company~~Management believes that ~~the~~such financial institutions ~~that hold the Company’s cash deposits~~ are financially sound and, accordingly, ~~bear~~ minimal ~~risk.~~credit risk exists with respect to these financial instruments. The ~~Company’s accounts receivable are mainly derived from sales to its Israeli distributor.~~

The Company measures and recognizes compensation expenses for its equity classified stock-based awards to employees, including stock-based option awards under its plan based on estimated fair values on the grant date. The Company calculates the fair value of stock-based option awards on the grant date using the Black-Scholes option pricing model. The option-pricing model requires a number of assumptions, of which the most significant are the stock price volatility and the expected option term. For the years ended December 31, 2018 and 2017, the volatility was based on the historical stock volatility of several peer companies, as the Company has limited trading history to use the volatility of its own common stock. The expected option term is calculated using the simplified method, as the Company has no historical share option exercise experience which can provide a reasonable basis to estimate its expected option term. The interest rate for periods within the expected term of the award is based on the U.S. Treasury yield curve in effect at the time of the grant. The Company’s expected dividend rate is zero, since the Company does not ~~currently pay cash dividends on its stock and does not anticipate doing so in the foreseeable future. Each~~have any significant off-balance-sheet concentration of ~~the above factors require the Company to use judgment and make estimates in determining the percentages and time periods used for the calculation. If the Company were to use different percentages~~credit risk, such as foreign exchange contracts, option contracts or ~~time periods, the fair value of stock-based option awards could be materially different.~~ other foreign hedging arrangements.

The Company ~~recognizes stock-based compensation cost~~records accruals for ~~option awards based on the straight line method over the requisite service period.~~

Effective January 1, 2017, the Company adopted an Accounting Standards Update (“ASU”) which simplifies certain aspects of the accounting for share-based payments, including, among other items, accounting for income taxes and allowing an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur, rather than to account for them based on an estimate of expected forfeitures. The adoption of this ASU did not have a material effect on the Company’s consolidated financial statements.

In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-07, “Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-07”) (see Note 2 below). The Company early adopted ASU 2018-07 commencing on January 1, 2018, with no material impact on its consolidated financial statements. Prior to the adoption of ASU 2018-07, stock options issued to consultantsloss contingencies arising from claims, litigation and other non-employees, as compensation for services provided to the Company, were accounted for based upon the fair value of the options. The fair value of the options granted were measured on a final basis at the end of the related service period and were recognized over the related service period using the straight line method. After the adoption of ASU 2018-07, the measurement date for non-employee awards is the date of the grant. The compensation expense for non-employees is recognized, without changes in the fair value of the award, over the requisite service period, which is the vesting period of the respective award.

The Company and its subsidiary are subject to income taxes in the jurisdictions in which they operate. The Company’s provision for income taxes is based on statutory income tax rates in the tax jurisdictions where it operates, permanent differences between financial reporting and tax reporting, and available credits and incentives.

Deferred taxes are determined utilizing the “asset and liability” method based on the estimated future tax effects of temporary differences between the carrying amount and tax bases of assets and liabilities under the applicable tax laws, and on effective tax rates in effectsources when ~~the deferred taxes are expected to be settled or realized. Deferred taxes for each jurisdiction are presented as a noncurrent net asset or liability, net of any valuation allowances.~~

The Company may incur an additional tax liability in the event of intercompany dividend distributions by its subsidiary. Such additional tax liability in respect of this foreign subsidiary has not been provided for in these financial statements as it is the Company’s policy to permanently reinvest the subsidiary earnings and to consider distributing dividends only in connection with a specific tax opportunity that may arise.

The Company recognizes liabilities for uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the tax authority based on the merits of the position. It is inherently difficult and subjective to estimate such amounts, as the Company has to determine the probability of various possible outcomes. The Company reevaluate these uncertain tax positions based on factors including, but not limited to, changes in facts or circumstances, changes in tax law or an effective settlement of audit issues. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to a tax provision.

Taxes that would apply in the event of disposal of investments in a foreign subsidiary have not been taken into account in computing the deferred taxes, as it is the Company’s intention to hold, and not to realize, this investments.

Valuation allowances are provided unless it is more likely than not that all or a portion of the deferred tax asset will be realized. In the determination of the appropriate valuation allowances, the Company considers future reversals of existing taxable temporary differences, the most recent projections of future business results, prior earnings history, carryback and carry forward and prudent tax strategies that may enhance the likelihood of realization of a deferred tax asset. Assessments for the realization of deferred tax assets made at a given balance sheet date are subject to change in the future, particularly if earnings of a subsidiary are significantly higher or lower than expected, or if the Company takes operational or tax positions that could impact the future taxable earnings of a subsidiary. Given the Company and subsidiary losses, a full valuation allowance has been provided with respect to its deferred tax assets.

The Company complies with ASC 220, “Comprehensive Income,” which establishes rules for the reporting and display of comprehensive income (loss) and its components. The Company reports the financial impact of translating its foreign subsidiary financial statements from functional currency to reporting currency as a component of other comprehensive income (loss).

~~Management applies the guidance in Accounting Standards Codification (“ASC”) 450-20-25 when assessing losses resulting from contingencies. If the assessment of a contingency indicates that~~ it is probable that a ~~loss~~liability has been incurred and the amount ~~of the liability~~ can be reasonably ~~estimated, then the Company would record an accrued expense~~estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in ~~the Company’s financial statements. If the assessment indicates that a potential~~connection with loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable, is disclosed.contingencies are expensed as incurred.

~~Loss contingencies considered to be remote by management are generally not disclosed unless material or they involve guarantees in which case the guarantee would be disclosed.~~Recent Accounting Pronouncements

In May 2014, and in following related amendments, the FASB issued a new comprehensive revenue recognition guidance on revenue from contracts with customers (the “Standard”) that will supersede the current revenue recognition guidance. The Standard provides a unified model to determine when and how revenue is recognized. The core principle of the Standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted this guidance on January 1, 2018, which resulted in no impact on its consolidated financial statements since the Company had no revenues prior to 2018.

In January 2016, the FASB issued an ASU which changes to the current measurement model primarily affects all equity investments in unconsolidated entities (other than those accounted for using the equity method of accounting), financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. Under the new ASU equity investments in unconsolidated entities (other than those accounted for using the equity method of accounting) with readily determinable fair values will be measured at fair value through earnings. Equity investments that do not have readily determinable fair values may be measured at fair value or at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company adopted this guidance on January 1, 2018, which resulted in no impact on its consolidated financial statements.

In November 2016, the FASB issued an ASU which requires entities to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted this guidance on January 1, 2018, which resulted in no impact on its consolidated financial statements.

~~In June 2018,~~August 2020, the FASB issued ASU ~~2018-07, “Compensation-Stock Compensation (Topic 718)~~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): ~~Improvements~~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 ~~Nonemployee Share-Based Payment Accounting” (“~~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 ~~2018-07”).~~2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU ~~2018-07 supersedes Subtopic 505-50, “Equity—Equity-Based Payments to Non-Employees,” and is~~2020-06 will be effective for ~~all~~ public ~~entities~~companies for fiscal years beginning after December 15, ~~2018, and~~2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606, Revenue from Contracts with Customers. The Company early adopted ASU 2018-07 commencing January 1, 2018, with no material impact on its consolidated financial statements.

In February 2016, the FASB issued a new ASU which supersedes the current lease accounting guidance. Under the new lease accounting guidance, lessees will be required to recognize a right-of-use asset and a lease liability for all leases, other than leases that meet the definition of a short-term lease. The liability and the right-of-use asset arising from the lease will be measured as the present value of the lease payments. In addition, enhanced disclosures will also be required to give financial statement users the ability to assess the amount, timing and uncertainty of cash flows arising from leases and to increase transparency and comparability among companies. From February 2016 to December 2018, the FASB issued several amendments to the new lease accounting guidance to provide further clarifications, practical expedients as well as implementation and transition guidance. The new standard is effective for fiscal years beginning after December 15, ~~2018,~~2020, including interim periods within those fiscal ~~years, using a modified retrospective transition approach. Early adoption was permitted. Under all of the Company’s lease arrangements, the~~years. The Company is currently evaluating the ~~lessee (for assets such as office lease), in an operating lease.~~

Upon adoption, the Company will apply certain practical expedients, including applying the new lease accounting guidance on the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption rather than in the earliest period presented, without adjusting the comparative periods. The Company does not expectimpact that the adoption of ~~this guidance~~ASU 2020-06 will have on the Company’s consolidated financial statement presentation or disclosures.

Other new pronouncements issued but not effective as of December 31, 2021 are not expected to have a material impact on ~~its~~the Company’s consolidated financial statements.

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

Certain prior year figures have been reclassified to conform to be current year presentation.

On June 22, 2020, the Company entered into a share purchase agreement with Nanomedic Technologies Ltd., an Israeli private company and a related party as further described below (“Nanomedic”) as part of an A-1 funding round open only to existing Nanomedic shareholders and their affiliates. Nanomedic developed SpinCare™, a system that integrates electrospinning technology into a portable, bedside device, offering immediate wound and burn care treatment. The Company paid $450 thousand for A-1 preferred shares of Nanomedic and also received warrants to purchase A-1 preferred shares. Such investment represents a holding of approximately 3.3% in Nanomedic. The round raised approximately $2.2 million in total. Citrine S A L and certain of its partnerships, all affiliates of the Company, were already beneficial shareholders of Nanomedic immediately prior to the A-1 funding round. Ilan Ben-Ishay, a director of the Company was already a beneficial shareholder of Nanomedic immediately prior to the A-1 funding round. Ora Meir Soffer, chairperson and CEO of the Company, was already a director of both Nanomedic and its Israeli parent company Nicast Ltd. immediately prior to the A-1 funding round, and she was also already a beneficial shareholder of Nanomedic immediately prior to the A-1 funding round.

The Company accounts for the investment in Nanomedic in accordance with the provisions of ASC 321, “Investments - Equity Securities”, and elected to use the measurement alternative therein. The investment will be re-measured upon future observable price change(s) in orderly transaction(s) or upon impairment, if any.

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:

~~In August 2018,~~As mentioned above, as part of the ~~FASB~~Amendment, the Company issued ~~ASU 2018-13 “Fair Value Measurement (Topic 820)-Disclosure Framework-Changes~~ to the ~~Disclosure Requirements for Fair Value Measurement”. This guidance removes certain disclosure requirements related~~Buyer 5,589,172 A warrants and 5,589,172 B warrants to purchase a total of 11,178,344 shares of Common Stock of the Company.

The fair value ~~hierarchy, modifies existing disclosure requirements related to measurement uncertainty~~of such warrants as of the drawdowns dates was estimated at $301,665 using the Black-Scholes option-pricing model and ~~adds new disclosure requirements. The new disclosure requirements include disclosing~~is presented within the consolidated statements of changes in ~~unrealized gains~~shareholders equity (deficit).

The following are the data and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. Certain disclosures required by this guidance must be applied on a retrospective basis and others on a prospective basis. The guidance will be effective for fiscal years beginning after December 15, 2019, although early adoption is permitted. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.assumptions used:

~~Depreciation and amortization expenses were approximately $24 thousand and $21 thousand in the years ended December 31, 2018 and 2017, respectively.~~

As of December 31, 2018 and December 31, 2017, a note payable in the aggregate amount of NIS 307,700 ($80,026 and $88,751 respectively) was outstanding. The note payable has no stated maturity date and bears no interest but rather is payable immediately upon demand of the lender.

~~As of December 31, 2018, the carrying amount of the note payable approximates its fair value based on the fact that the note is payable on demand.~~

~~Israeli labor laws generally require severance payments upon dismissal of an employee or upon termination of employment in certain other circumstances.~~

Severance pay liability with respect to Israeli employees’ is calculated pursuant to the Israeli Severance Pay Law based on the most recent salary of the employees multiplied by the number of years of employment as of the balance sheet date. The Company records an expense for the increase in its severance liability, net of earnings (losses), from the related severance pay fund. The liability is presented on an undiscounted basis as a long-term liability.

The Company’s liability for all of its Israeli employees is covered for by monthly deposits of severance pay funds. The value of the deposited funds is based on the cash surrender value of these policies and includes profits (or losses) accumulated through the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligations pursuant to the Israeli Severance Pay Law or labor agreements. The amounts funded are presented separately in the balance sheet as a severance pay fund.

Common stock confers upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the right to receive dividends if declared. Also, upon completion of the merger, the Company’s stockholders approved the authorization of ten million (10,000,000) shares of preferred stock, which may be issued in one or more classes or series, having such designations, preferences, privileges and rights as the Board of Directors (the “Board”) may determine. No preferred stock was issued during the years ended December 31, 2018 and 2017.

During the year ended December 31, 2017, the Company entered into several agreements with certain investors, pursuant to which the Company raised an aggregate amount of $1,778,250, consisting of: (a) $878,250 was raised at a purchase price of $0.483 per share with warrants to purchase 15,528 shares of common stock granted with an exercise price of $0.483 per share (expired during the third quarter of 2017) and (b) $850,000 was raised at a purchase price of $0.224 per share.

During the year ended December 31, 2018, the Company entered into several agreements with certain investors, pursuant to which the Company raised an aggregate amount of $2,372,000, at purchase price per share ranging from $0.261 to $0.387, with warrants granted with an exercise price of $0.60, which will expire during a period ranging from June 17, 2019 to November 13, 2019, as detailed below:

Stock based awards are accounted for using the fair value method in accordance with ASC 718, “Shared Based Payment.” The Company’s primary type of stock-based compensation consists of stock options to directors, employees and officers. The Company uses Black-Scholes option pricing model in valuing options.

During March 2017, the Company granted to certain employees options to purchase 869,596 of the Company’s common stock for an exercise price of $0.0001. During September 2017, the Company granted its CEO options to purchase 266,369 of the Company’s common stock for an exercise price of $0.0001 per share. The options granted in 2017 were fully vested on the date of the grant and exercisable into the Company’s common stock at a 1:1 ratio for 2.5 years from the date of the grant.

~~The following assumptions were applied in determining the options’ fair value on their grant date:~~

The Company based the risk-free interest rate on the U.S. Treasury yield curve. The expected term in years represents the period of time that the awards granted are expected to be outstanding. The assumption for dividend yield is zero because the Company has not historically paid dividends nor does it expect to do so in the foreseeable future. The volatility was based on the historical stock volatility of several peer companies, as the Company has limited trading history to use the volatility of its own common stock.

~~A summary of the stock option activity for employees and directors for the years ended December 31, 2018 and 2017:~~

~~Stock-based compensation expenses related to employee awards, included in the Company’s statements of operations and comprehensive loss, were allocated as follows:~~


Common Stock price	0.21
Expected volatility	68.73	%
Expected term	2 years
Risk free rate	0.19	%
Expected dividend yield	0	%

Convertible Notes

The drawdowns notice amount, net of the Conversion Component and the warrants amounts (hereafter “Convertible notes”), is $580 thousand as of the agreement date. The convertible notes are accounted for according to the effective interest method.

F-21

~~TechCare Corp.~~

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – CONVERTIBLE NOTES (cont’d)

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 ~~consolidated financial statements (continued)~~nine percent (9%), applicable from January 1, 2021, (ii) ensure that the Company shall repay the loans at the time it consummates an investment in the amount of at least $5 million in the Company’s securities, and (iii) modify the exercise prices of each of the A Warrants and B Warrants to $0.10 per share, and the term of the A Warrants and B Warrants be extended by one year.

~~Stock-Based Compensation to non-employees~~ –~~Options and Warrants~~

The Company ~~early adopted ASU 2018-07 commencing July 1, 2018, with no impact on its consolidated financial statements. Prior to~~concluded that the ~~adoption of ASU 2018-07, stock options issued to consultants and other non-employees, as compensation for services provided to~~change in term does not constitute a trouble debt restructuring. Thereafter, the Company ~~were accounted for based upon~~applied the ~~fair~~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 ~~options. The fair~~cash flows under the terms of the new debt instrument is at least 10% different from the present value of the ~~options granted were measured on a final basis at~~remaining cash flows under the ~~end~~terms of the ~~related service period and were recognized over~~original instrument (including the ~~related service period using~~incremental fair value resulting from the ~~straight line method. After~~change in the ~~adoption of ASU 2018-07, the measurement date for non-employee awards is the date~~terms of the ~~grant.~~ 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 ~~compensation expense for non-employees is recognized, without changes~~extinguishment resulted in a loss of $620 thousands (including of $361 thousands– change in the fair value of the ~~award, over the requisite service period,~~warrants which is ~~the vesting period~~considered transaction cost).

The fair value of the ~~respective award.~~warrants was estimated using the Black-Scholes option pricing model. The assumptions used to perform the calculations are detailed below:

Fair value of the warrants immediately before the change:

InSCHEDULE 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 in thousands)		3			121

Fair value of the ~~second quarter of 2018, as part of consulting agreements,~~warrants immediately after the ~~Company granted options to non-employees, as follows:~~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 in thousands)		211			274

F-22

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – CONVERTIBLE NOTES (cont’d)

	1)B.	~~Options to~~On June 24, 2021, the Company received from Citrine 8 LP, a related party, a convertible loan of $350 thousandsmade under and pursuant to the CL Agreement. Citrine agreed to honor a ~~member~~Draw Down Notice for, and advanced to the Company, $350 thousands, under the terms of the ~~Company’s advisory Board, exercisable to purchase 83,393~~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, ofwhere the ~~Company,~~A warrants are exercisable beginning December 24, 2021 through December 24, 2023and the B warrants, in each case at ana per share exercise price of ~~$0.0001 per share. The options vest as follows: 25%~~$0.10 (the “June 24 Agreement”).

		Convertible Component of the ~~options will be exercisable on December 1, 2018, and the remaining 75% will be considered exercisable at the end of each subsequent three-month period thereafter, over the course of 12 quarters.~~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 OPTION USING ASSUMPTIONS

		June 24, 2021
Expected volatility (%)	2)	Options to a related party and member of the Company’s advisory Board, exercisable to purchase 83,393 shares of common stock of the Company, at an exercise price of $0.0001 per share. The options vest as follows: 25% of the options will be exercisable on January 1, 2019, and the remaining 75% will be considered exercisable at the end of each subsequent three-month period thereafter, over the course of 12 quarters.
156.8	%
	3)	~~Options to a related party, a member of the Company’s Board and its advisory Board, exercisable to purchase 436,349 shares of common stock of the Company, at an exercise price of $0.387 per share.~~ The options would have become vested in accordance with the following vesting periods: 33.33% of the options will be exercisable on January 1, 2019, and the remaining 66.67% would have been considered exercisable at the end of each subsequent three-month period thereafter, over the course of 8 quarters. ~~The options were waived and cancelled, by mutual consent, on November 14, 2018, following the resignation of the aforesaid related party from the Board.~~

~~The following assumptions were applied in determining the options’ fair value on their grant date:~~

Risk-free interest rate (%)	~~2.65%-2.85~~0.17	%
~~Expected shares price volatility~~	70	%
Expected ~~option~~dividend yield	0.0	%
Contractual term (years)	5
~~Dividend yield~~1.5	-

~~In 2017, the Company granted options to non-employees, as follows:~~

	1)	During January 2017 the Company granted to a non-employee warrants to purchase 100,000 of the Company’s common stock at an exercise price of $1.50 per share, exercisable for a period of 24 months commencing on the date of the agreement, which were fully vested on the date of the grant. The warrants expired on January 21, 2019.

Conversion price	2)	~~During March 2017, the Company granted to non-employees options to purchase 521,065~~	- (*)
Underlying share price (US dollars)			0.03
Convertible notes amount			397
Fair value of the Company’s common stock for an exercise price of $0.0001. The options granted were fully vested on the date of the grant and exercisable into the Company’s common stock at a 1:1 ratio for 5 years from the date of the grant.conversion feature (US dollars in thousands)

117

~~TechCare Corp.~~

(*)	the conversion price is 85% of the share price, during the period of 5 days preceding the conversion date.

~~Notes to consolidated financial statements (continued)~~

Warrants

The ~~following assumptions were applied in determining the options’~~ fair value of such warrants granted as part of the June 24 agreement was estimated at $404 thousands using the Black-Scholes option-pricing model and recorded as additional paid-in capital on ~~their grant date:~~the balance sheet.

The assumptions used 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 in thousands)		184			220

F-23

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollars in thousands)

NOTE 5 – CONVERTIBLE NOTES (cont’d)

Fair Value Proportional Allocation for the June 24 Loan

The fair value of the note was estimated at $308 thousands. 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 in thousands)
Conversion Component	$	117
Warrants		172
Convertible Notes		61
Total	$	350

~~Risk-free~~

On August 13, 2021, the Company and the holders of $1,520 thousands in principal amount under the CL Agreement as detailed in Note 5A and 5B above, entered into an additional agreement pursuant to which, among other things, the following terms were effected:

	(i)	Extension of the maturity date on the Outstanding CL Notes to July 31, 2023, provided, that if the Company consummates prior to maturity an investment of at least $5 million of the Company’s securities, then the Company shall repay the principal amount and accrued interest ~~rate~~			~~1.54~~	%of the Notes from such proceeds;
~~Expected shares~~	(ii)	Amendment of the conversion price ~~volatility~~			70	%on the Outstanding CL Notes to a fixed conversion price of $0.10 per share; and
~~Expected option term (years)~~	(iii)		~~2-5~~
~~Dividend yield~~			-	Confirming the agreement of the holders of the Outstanding CL Notes to honor draw down notice for balance of remainder of the $1,800 thousands originally committed to under the CL Agreement (i.e., $280 thousands) through March 31, 2022.

The Company ~~based~~concluded that the ~~risk-free~~change in term constitutes a trouble debt restructuring, due to its financial condition and the relief that the abovementioned changes provided.

A new effective interest rate on the U.S. Treasury yield curve. The expected term in years represents the period of time that the awards granted are expected to be outstanding. The assumption for dividend yield is zero because the Company has not historically paid dividends nor does it expect to do so in the foreseeable future. The volatility was established based on the ~~historical~~carrying value of the debt and the revised cash flows.

Following the abovementioned amendment on August 13, 2021, the conversion component is qualifying for the scope exception under ASC 815-10-15-74(a). In accordance with ASC 815-15-35-4, since the embedded conversion option in the convertible debt no longer meets the bifurcation criteria, the fair value of the conversion component, in the amount of $670,224, was reclassified from short-term liability to shareholders equity at that date.

Conversion feature In accordance with ASC 815-15-25, the conversion feature was considered embedded derivative instrument, and is to be recorded at its fair value separately from the convertible notes, within current liabilities in the Company’s balance sheet. The conversion component is then marked to market each reporting period with the resulting gains or losses shown in the statements of operations.

F-24

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – CONVERTIBLE NOTES (cont’d)

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 ~~volatility~~options are detailed below:

Loan #1 that was amended on August 13, 2021:

	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			1,275
Fair value of the conversion feature (U.S. dollars in thousands)		379			381

(*)	the conversion price is 85% of the share price, during the period of 5 days preceding the conversion date

Loan #2 that was amended 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			397
Fair value of the conversion feature (U.S. dollars in thousands)		115			117

(*)	the conversion price is 85% of the share price, during the period of 5 days preceding the conversion date.

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 ~~several peer companies,~~the conversion component, in the amount of $670 thousands, was reclassified from short-term liability to shareholders equity at that date.

F-25

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 – SHAREHOLDERS’ EQUITY

Description of the rights attached to the Shares in the Company:

Common Stock:

Each share of Common Stock entitles the holder to one vote, either in person or by proxy, at meetings of stockholders. The holders of Common Stock are not permitted to vote their shares cumulatively. Accordingly, the holders of the Company’s Common Stock who hold, in the aggregate, more than fifty percent of the total voting rights can elect all of the directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of Common Stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law.

Transactions:

On January 29, 2020, holders of 10,344,828 redeemable convertible Series A Preferred Stock, converted their shares into 10,344,828 shares of Common Stock .

The terms of the transaction for the issuance of 893,699,276 shares of Common Stock in total are described in Note 1 above. During February and March 2020, the Company ~~has limited trading history~~issued 432,996,555 shares of Common Stock, par value $0.0001, to ~~use the volatility of its own common stock.~~

~~A summary~~investors in respect of the ~~stock option activity~~transaction described in Note 1 above, for ~~non-employees~~a total consideration of $45 thousand, and on November 12, 2020, the Company issued the remaining 445,702,721 shares of Common Stock pursuant to the terms of the transaction for the issuance of 893,699,276 shares of Common Stock in total are described in Note 1 above.

On March 5, 2020 the Company issued 15,000,000 shares of Common Stock to its legal advisor in respect of legal consulting services, with respect to the Citrine Global Transaction as well as other legal services, as agreed between the parties. The Company estimated the fair value of the shares issued based on the share price at the grant date at $4,785 thousand. During the years ended December 31, ~~2018~~2021 and ~~2017:~~2020 the Company recorded share based compensation expense of $1,034 thousands and $3,751 thousands, respectively, among general and administrative expenses.

Number of Options Weighted Average Exercise Price
U.S Dollar
Options outstanding at December 31, 2016 - -
Granted 621,065 0.2416
Options outstanding at December 31, 2017 621,065 0.2416
Granted 603,135 0.2800
Cancelled (436,349 ) 0.3870
Options outstanding at December 31, 2018 787,851 0.1905
Options exercisable at December 31, 2018 641,913 0.2338

~~Stock-based compensation expenses in~~On November 11, 2020, the ~~amount~~Company issued additional 13,222,082 shares of ~~$13,006 and $425,829 are included in~~Common Stock to its legal advisor pursuant to the ~~Company’s statements~~above agreement. The Company estimated the fair value of ~~operations and comprehensive loss for~~the shares issued based on the share price at the grant date at $4,218 thousand. During the years ended December 31, ~~2018~~2021 and ~~2017,~~2020 the Company recorded share based compensation expense of $703 thousandsand $3,515 thousands, respectively, ~~were recorded in marketing,~~among general and administrative expenses.

~~TechCare Corp.~~

~~Notes~~On May 14, 2020 the Company amended its Certificate of Incorporation to ~~consolidated financial statements (continued)~~reflect the increase of its authorized capital by one billion shares of Common Stock

On November 11, 2020, the Company issued 1,411,104 shares of Common Stock ~~granted~~ to ~~non-employees:~~

~~During~~its Chief Financial Officer. The Company estimated the fair value of the shares issued based on the share price at the grant date at $155 thousand and recorded a share based compensation expense in the year ended December 31, ~~2017,~~2020.

On October 8, 2020, the Board approved a reverse stock split of the Company’s authorized, issued and outstanding shares of Common Stock, at a ratio between 1-for-40 to 1-for-100, subject to the approval of the Company’s stockholders (the “Reverse Stock Split”). The final ratio of the Reverse Stock Split will be determined by the Board at a later date. Since such reverse stock split was not approved yet as of the approval date of these financial statements, it is not reflected in any share information disclosed within these financial statements.

F-26

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On November 8, 2020, the Board approved an amendment to its Certificate of Incorporation to remove from its authorized capital stock of the Company ~~issued~~ the ~~following~~fifty million (50,000,000) shares of ~~common stock in relation~~undesignated Preferred Stock, subject to ~~services:~~the approval of the Company’s stockholders. No shares of Preferred Stock are currently outstanding, and such removal and cancellation would remove the authority of the Board or any authorized committee thereof to provide for the issuance of shares of Preferred Stock without further approval of the Company’s stockholders.

NOTE 7 – 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.

		On December 29, 2021 the Company’s board of directors approved the grants of the options. The fair value at December 29, 2021 was determined using the Black-Scholes pricing model, assuming a risk free rate of 1.29%, a volatility factor of 152.1%, dividend yields of 0% and an expected life of 5 years. The Company estimated the fair value of each option granted at December 29, 2021 at $0.022, totaling $519 thousands.Total share based compensation expenses during the year ended December 31, 2021 amounted to $456 thousands. The remaining expense of $63 thousands will be recognized over a weighted average period of approximately 0.5 years.

		The following table presents the Company’s stock option activity for employees and directors of the Company for the years ended December 31, 2021 and 2020:

SCHEDULE OF STOCK OPTION ACTIVITY

	Number of Options			Weighted Average Exercise Price
Outstanding at January 1, 2020		521,065			0.0011
Granted		-			-
Exercised		-			-
Forfeited or expired		(474,303	)		0.0011
Outstanding at December 31, 2020		46,762			0.0011
Granted		23,582,200			0.05
Exercised		-			-
Forfeited or expired		-			-
Outstanding at December 31, 2021		23,628,962			0.05
Number of options exercisable at December 31, 2021		15,672,670			0.05

The intrinsic value of options outstanding and exercisable at December 31, 2021 totaled $1 thousand.

During 2020, an amount 28,222,082 shares were granted to a service provider and 1,411,104 shares were granted to the Chief Financial Officer, see note 6 above.

F-27

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 – AGREEMENTS WITH INTELICANNA LTD

	a.A.	InOn May 31, 2020, the Company entered into a strategic partnership with Intelicanna Ltd., an Israeli medical cannabis company listed on the Tel Aviv Stock Exchange with ticker symbol INTL (“Intelicanna”), via a share exchange agreement (the “Share Exchange Agreement”) and an agreement for future issuance of shares (the “Agreement for Future Issuance of Shares”). The Share Exchange Agreement provides that (i) the number of shares each party issues to the other will be calculated by dividing $500 thousand by the volume weighted average price (VWAP) of the issuing party’s shares in the three trading days preceding the signing of the agreement, (ii) the issuance by Intelicanna will take place upon, and subject to, receipt of approval from the Tel Aviv Stock Exchange, and the issuance by the Company will follow immediately thereafter, and (iii) the parties may not sell the shares within the first ~~quarter~~six months after issuance, and thereafter the parties may sell the shares issued to them if the shares become registered through a prospectus approved by the relevant securities authority, or under an exemption provided by applicable securities law, subject to a limit on the number of ~~2017,~~shares either party may sell per day. 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 the ~~Company signed an agreement~~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 ~~300,000~~to Intelicanna 619,589 shares of the Company’s common stock and has authorized the issuance of such shares to ~~a consultant~~Intelicanna. As of December 31, 2021, the common stock have not been issued yet. As such, the Company recorded an additional $14 thousands to be issued to Intellicanna.

		On September 17, 2020 the Company issued to Intelicanna 2,143,470 shares of Common Stock in exchange for ~~his consulting services.~~ 619,589 of Intelicanna’s ordinary shares. The Company measures its investment in Intelicanna at fair value through profit or loss at level 2. The fair value reflects the value of Intelicanna’s stock price less discounts for lack of marketability since the parties may not sell the shares within the first six months after issuance. During the period, the change in traded securities’ fair value was in the amount of approximately $50 thousand.

		The fair value of such shares exchange agreement was estimated using the ~~stock issued calculated at~~Black-Scholes option-pricing model and is presented among current liabilities within the ~~grant date was $111,000.~~Company’s consolidated balance sheet.

		The following are the data and assumptions used as of the balance sheet date related to future potential issuance of shares as describe above for potential fall in share price of a party, not exceeding 20%:

SCHEDULE OF FAIR VALUE OF SHARES EXCHANGE AGREEMENT

Derivative related to Intelicanna’s shares		December 31, 2020
Common Stock price	b.	In	0.83
Expected volatility			57.61	%
Conversion price (U.S. dollars)			0.64
Expected term			3.1 months
Risk free rate			0.09	%
Expected dividend yield			0	%
Fair value of the ~~second quarter~~derivative (U.S. dollars in thousands)			28

Derivative related to Citrine Global’s shares	December 31, 2020
Common Stock price		0.046
Expected volatility		125.19	%
Conversion price (U.S. dollars)		0.2
Expected term		3.1 months
Risk free rate		0.09	%
Expected dividend yield		0	%
Fair value of ~~2017,~~the derivative (U.S. dollars in thousands)		(100	)

F-28

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 1,261,000 NIS (approximately $389 thousandsbased on the current exchange rate). Following the sale, the Company no longer holds any Intelicanna shares.

	B.	Furthermore, on June 25, 2020, the Israeli Subsidiary entered into a services agreement with Intelicanna to provide business development and consulting services to Intelicanna, including assistance with raising financing (the “Services Agreement”) (references in this paragraph to the Company ~~signed~~include the Israeli Subsidiary). The terms of the Services Agreement include: (1) the Company will, for a ~~service agreement~~period of 18 months, assist Intelicanna to raise up to NIS 15 million for Intelicanna’s working capital purposes, whether through issuance of convertible securities or any other means; all sums raised must be approved in advance by the Company, and in accordance with a ~~service provider, pursuant~~business plan presented to the Company from time to time; the Company will have no obligation under the Services Agreement to invest in Intelicanna, and no liability if its efforts to source financing for Intelicanna are unsuccessful; (2) in the event Intelicanna raises funds through assistance from the Company, the Company will be entitled to (i) cash consideration equal to 5% of any amount raised, whether directly from the Company, or from any of its affiliates or any unrelated third party, and (ii) options to acquire a number of shares of Intelicanna equal to 5% of the amount raised divided by the Exercise Price; the “Exercise Price” will be the price per share at which the amount was raised, or if it was not raised through issuance of shares, the price per share at which Intelicanna last raised funds through issuance of shares; and (3) for one or more periods of at least 90 days, each time at Intelicanna’s request which the Company ~~agreed~~may accept or decline at its discretion, the Company will provide business development and strategy-building services, including: consulting on strategy and business plan; assistance defining financing needs; helping identify ways to develop potential sources of finance; and ongoing consulting support to Intelicanna’s management team and board. Intelicanna will pay the Company a ~~certain~~fee of NIS 2,500 per day for such services.

		On October 5, 2021 the Company and Intelicanna mutually terminated the Service Agreement.

	C.	Also 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 thousand) 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.

F-29

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 thousand (approximately $145 thousand) on account of the above loan. The Company elected the fair value option to account for the short-term loan.

As of December 31, 2021, Intelicanna repaid the full principal of the loan together with 12% interest, which amounted to NIS 46 thousand (approximately $14 thousand).

Ilanit Halperin, a director and the Chief Financial Officer of the Company, is also the Chief Financial Officer of Intelicanna. Doron Birger, a director at the Company, is also the chairman of the board of directors of Intelicanna, effective March 30, 2022.

NOTE 9 – RELATED PARTIES

A. Transactions and balances with related parties

SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES

	Year ended December 31
	2021		2020
	U.S. Dollars in thousands

Research and development expenses:
Fees to officers		48		-
Other expenses		26		-
		74		-

General and administrative expenses:
Directors compensation and fees to officers (*)		919		496
(*) Share based compensation		404		-

Financing expenses , net:
Financial expenses related to convertible loan		1,129		287
Interest on loan (**)		-*		-

(**)	Less than 1 thousand

F-30

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

B. Balances with related parties:

	As of December 31,
	2021		2020
	U.S. Dollars in thousands

Current Assets:
Short term loan		15		-

Current Liabilities:
Convertible notes		1,431		773
Accounts payable		20		312
Accrued compensation		838		-

	C.	Commencing in February 2020, Ora Elharar Soffer, CEO and Chairperson of the Board, was entitled to a monthly fee of $20 thousands and ~~also granted the service provider 70,000 shares of common stock, which were issued in April 2017. The fair value~~certain reimbursements for traveling, lodging and other expenses on behalf of the ~~stock issued calculated~~Company, the payment of such compensation was deferred until the Company consummates an investment of at least $1.8 million in the ~~grant date was $42,000.~~Company’s securities. In addition, on August 15, 2021, the board of directors of Cannovation determined to adjust the compensation of the Chairperson (and interim Chief Executive Officer), Ora Elharar Soffer, to $10 thousands per month, in each case retroactive to July 1, 2021. These amounts would be paid at such time as Cannovation shall become due and payable from, and such time as Cannovation shall have, available funds therefor and as part of the operating budget for a minimum period of 18 months. As of December 31, 2021, and 2020, an amount of $499 thousands and $210 thousands, respectively, representing compensation earned by Ms. Elharar Soffer.

	c.D.	~~In the second quarter of 2017, the Company signed~~Commencing in February 2020, Ilan Ben-Ishay, a ~~consulting agreement with~~director, is entitled to a ~~consultant pursuant to which the Company agreed to pay a certain~~ monthly fee of $4 thousands and ~~grant the consultant up to 500,000 shares of common stock~~certain reimbursements for traveling lodging and vehicle expenses on behalf of the Company, the payment of such compensation was deferred until the Company consummates an investment of at least $1.8 million in the Company’s securities.

		In addition, on August 15, 2021, the board of directors of Cannovation determined to adjust the compensation of Ilan Ben-Ishay, a director at Cannovation, to $2 thousands per month, in each case retroactive to July 1, 2021. These amounts would be ~~issued~~paid at such time as ~~follows: (1) 50,000 shares of common stock on the execution~~Cannovation shall become due and payable from, and such time as Cannovation shall have, available funds therefor and as part of the ~~agreement, and (2) the remaining 450,000 shares~~operating budget for a minimum period of common stock contingent upon the successful achievement of certain milestones, as described in the agreement. As of December 31, 2017 and 2018, the Company had not yet issued the 50,000 shares of common stock and, therefore, recorded the stock to be issued in the consolidated financial statements. The fair value of the common stock to be issued calculated at the grant date was $30,000. Also, as of December 31, 2017 and 2018, the milestones were not achieved and no additional common stock was issued. 18 months.

	d.	~~In the third quarter~~ As of ~~2017, the Board approved the issuance~~December, 31, 2021, and 2020, an amount of 40,782 shares of common stock for professional corporate services. The common stock was issued during the fourth quarter of 2017. The fair value of the common stock issued calculated at the grant date was $18,964.

$86 thousands and $34 thousand, respectively representing compensation earned by Mr. Ben-Ishay.

All expenses related to stock issued to non-employees are included in the Company’s statements of operations and comprehensive loss for the years ended December 31, 2017 and 2018 in marketing, general and administrative expenses.

~~NOTE 9: OEM DISTRIBUTION AGREEMENT~~

On June 23, 2017, the Company entered into an OEM agreement (the “OEM Agreement”) with a medical device and wellness applications company based in the United States (the “OEM Distributor”), according to which the OEM Distributor will manufacture, distribute and sell the Company’s Novokid head lice treatment products in the United States, Canada, Brazil, Argentina, Costa Rica and Colombia, all on an exclusive basis, pursuant to and in accordance with the terms and conditions set forth in the OEM Agreement, including minimum royalties commitments. The OEM Distributor will be solely responsible for obtaining and maintain the approval from the US Food and Drug Administration (the “FDA”) and shall bear all costs related to such approval. The Company, through its OEM Distributor, has been communicating with the FDA regarding Novokid’s designation as a medical device. An application to the FDA Office of Combination (OCP division) is being prepared.

~~As of the date of these financial statements, an FDA approval was not obtained, hence, the Company did not generate any revenues from the OEM agreement.~~

As part of the OEM Agreement, the OEM Distributor paid a royalty advance of $10,000 and an amount of $140,000 is held in an escrow account, until the Company completes certain milestones, as described in the OEM Agreement. As of December 31, 2018 the milestones were not achieved.

~~TechCare Corp.~~

~~Notes to consolidated financial statements (continued)~~

Also, as part of the OEM Agreement, the Company granted the OEM Distributor an option to purchase up to 9.09% of the Company’s common stock for a total consideration of up to $900,000, exercisable until January 15, 2018. The option expired on January 15, 2018.

~~The fair value of the option as of June 23, 2017 (initial recognition) amounted to $432,518. The key assumptions used in the options’ valuation was as follows:~~

~~Risk-free interest rate~~	~~1.14~~	%
~~Expected shares price volatility~~	70	%
~~Expected option term (years)~~	~~0.56~~
~~Dividend yield~~	-

~~The fair value of the option liability as of December 31, 2017 amounted to $132,470. The key assumptions used in the options’ valuation was as follows:~~

~~Risk-free interest rate~~	~~1.28~~	%
~~Expected shares price volatility~~	70	%
~~Expected option term (years)~~	~~0.04~~
~~Dividend yield~~	-

~~On March 25, 2019, the Company received a notice of termination from the OEM Distributor. Accordingly, the Company will not proceed with the agreement. (see Note 15).~~

~~NOTE 10: INCOME TAXES~~

~~a. Basis of taxation~~

The Company and its subsidiary are taxed under the domestic tax laws of the jurisdiction of incorporation of each entity (United States and Israel). Loss before taxes on income for the years ended December 31, 2018 and 2017 were as follows:

Year ended
December 31, 2018 December 31, 2017
US dollars
Israeli 2,125,364 2,536,443
Non-Israeli 31,710 321,947
$ 2,157,074 $ 2,858,390

~~b. Corporate tax rates~~

~~The regular corporate tax rate in Israel in 2017 was 24% and 23% in 2018.~~

On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (the “TCJA”), which among other things, reduced the federal corporate tax rate from 35% to 21%, effective January 1, 2018.

~~The TCJA has had no impact on the Company’s consolidated financial statements for the years ended December 31, 2018 and 2017.~~

~~TechCare Corp.~~

~~Notes to consolidated financial statements (continued)~~

~~c. Deferred Tax Assets~~

~~The components of the Company’s deferred tax assets as of December 31, 2018 and 2017 were as follows:~~

December 31, 2018 December 31, 2017
US dollars
Individual components giving rise to the deferred tax assets are as follows:
Tax losses carry forwards $ 1,346,453 $ 933,683
Research and Development credit carry forwards 54,908 97,503
Gross deferred tax assets $ 1,401,361 $ 1,031,186
Valuation allowance (1,401,361 ) (1,031,186 )
Total deferred tax assets $ - $ -

Change in valuation allowance for the year ended December 31, 2018 and 2017 was $370,175 and $169,261, respectively. The entire change was charged to tax expenses to offset the benefit from the recognition of deferred tax assets.

~~d. Carryforward tax losses~~

Carryforward tax losses of the Company in the U.S., as of December 31, 2018, amounted to approximately to $383 thousand. The TCJA also repealed the corporate alternative minimum tax for tax years beginning after December 31, 2017. Losses generated prior to January 1, 2018 will still be subject to the 20-year carryforward limitation and the alternative minimum tax. Carryforward tax losses of the subsidiary as of December 31, 2018 amounted to approximately to $5,504 thousand with no expiration date for these carryforward tax losses.

~~NOTE 11: LOSS PER SHARE~~

~~The following table sets forth the calculation of basic loss per share for the years indicated:~~

Year ended December 31,
2018 2017
US dollar
Numerator:
Loss for the year $ 2,157,074 $ 2,858,390

Denominator:
Weighted average number of common stock outstanding 29,313,081 22,116,574
Weighted average number of fully vested outstanding options with an excessive price of $0.0001 3,163,113 1,560,000

32,476,194

23,676,574

Net loss per common stock:
Basic $ (0.07 ) $ (0.12 )

~~The following table sets forth the calculation of diluted loss per share for the years indicated:~~

Year ended December 31,
2018 2017
US dollar
Numerator:
Loss for the year $ 2,157,074 $ 2,858,390
Income resulting from change in fair value of option liability
132,470

143,680

Loss for the year loss fordiluted loss per share 2,289,544 3,002,070

Denominator:
Weighted average number of common stock outstanding -Diluted: 32,607,583 23,837,207
Net loss per common stock:
Diluted $ (0.07 ) $ (0.13 )

46F-31

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	E.	Commencing in May 2020, Ms. Halperin, CFO of the Company, was entitled to a monthly fee of an additional $4 thousands, resulting in an aggregate monthly fee (from the February 2020 agreement as detailed above) of $7 thousands, the payment of such compensation was deferred until the Company consummates an investment of at least $1.8 million in the Company’s securities.

The carrying amount of the Company’s financial instruments, including cash equivalents, accounts receivable and other current assets, accounts payable and accrued liabilities and note payable approximate their fair value, due to their short term in nature and their carrying amounts approximates the amounts expected to be received or paid.

A hierarchy has been established for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The Company accounts for option liability as Level 3 since its inputs are unobservable inputs for the liability.

~~The following table is a reconciliation of the change for the financial liability where fair value measurement is estimated utilizing Level 3 inputs:~~

Basic loss per share is computed by dividing net loss by the ~~Company entered into a consulting agreement with Mr. Yossef De-Levy, a member~~weighted average number of shares outstanding during the ~~Company’s Board. Pursuant to~~year. The weighted average number of shares of Common Stock used in computing basic and diluted loss per ordinary share for the consulting agreement, Mr. De-Levy receives a gross monthly amount of NIS 10,000 (approximately $2,900). The foregoing payment is in addition to, and independent of, the fee that Mr. De-Levy is entitled to receive for continued services as a member of the Board. In March 2019, the Company entered into an amendment to the consulting agreement, according to which the monthly retainer was waived commencing on November 15, 2018 through April 30, 2019.

~~b. On~~years ended December 31, ~~2015, the Company entered into a consulting agreement with Zvi Yemini, the Company’s Chairman of the Board~~2021 and with his affiliated entity Y.M.Y Industry Ltd. (“YMY”). Pursuant to the consulting agreement, Mr. Yemini received a gross monthly amount of NIS 24,000 (approximately $6,200). The foregoing payment is in addition to, and independent of, the fee that Mr. Yemini is entitled to receive for continued services2020, are as a member of the Board. On February 22, 2017, the Company signed an amendment to the original agreement with Mr. Yemini and YMY. Pursuant to the amendment, Mr. Yemini’s monthly payment was increased to NIS 45,000 (approximately $13,000) starting February 2017. In March 2019, the Company entered into an amendment to the consulting agreement, according to which the monthly retainer was waived commencing on November 15, 2018 through April 30, 2019.follows:

c. On July 31, 2016, the Company entered into a consulting agreement with Mr. Oren Traistman, a member of the Board. Pursuant to the consulting agreement, Mr. Traistman receives a gross monthly amount of NIS 10,000 (approximately $2,900). In March 2019, the Company entered into an amendment to the consulting agreement, according to which the monthly retainer was waived commencing on November 15, 2018 through April 30, 2019.

~~d. In 2017, the Company entered into subscription agreements with several investors pursuant to which the Company issued 1,323,110 shares of common stock for an aggregate consideration of $ 350,000.~~

e. In 2018, the Company entered into subscription agreements with several investors pursuant to which the Company issued 6,027,799 shares and warrants to purchase 2,895,996 shares of common stock and for an aggregate consideration of $1,850,000.

f. On July 16, 2018, the Board of the Company appointed Mr. Doron Biran as its Chief Executive Officer and its wholly-owned subsidiary Novomic. Pursuant to the service agreement (the “Agreement”) signed with Mr. Biran, Mr. Biran was entitled to receive monthly compensation of NIS 52 thousand (approximately $14,300) plus VAT. In the event of a capital raise exceeding $1,000 thousand Mr. Biran was to be entitled to an increase in his compensation to a total of NIS 65 thousand (approximately $17,900). Furthermore, upon the earlier of either 24 months from the effective date of the Agreement, or a capital raise exceeding $5 million and the listing of the Company on the Nasdaq Stock Market, Mr. Biran was to become an employee of the Company and was to receive a base salary of NIS 60 thousand as well as NIS 5 thousands for automobile expenses (approximately $16,500) and other customary social benefits. On December 20, 2018, the board of directors of the Company and Mr. Biran agreed that Mr. Biran would step down effective as of February 28, 2019. In February 2019 the Company and Mr. Biran agreed that Mr. Biran would step down from his position as Chief Executive Officer effective as of February 15, 2019.

a. On January 21, 2019, the Company entered into a joint venture agreement with China-Israel Biological Technology Co. Ltd. (“CIB”), pursuant to which Novomic and CIB will found a Chinese joint venture company in China, (the “JV”). The JV will focus on the field of health and cosmetics, including medical care, home care, hair care and body and skin care, in order to develop a comprehensive and broad range of health, wellness, beauty and home products for customers by utilizing the Company’s patented technology of vaporization of natural and plant-based compounds. The JV plans to sell its products in the Greater China region (including mainland China, Hong Kong, Macao and Taiwan) directly or through others.

As part of the JV, CIB will invest in the JV $1,000,000 for 60% of the share capital of the JV and Novomic will invest in the JV $666,667 for 40% of the share capital of the joint venture. Novomic’s capital contribution shall be made by an assignment of certain intellectual property rights (“IP Rights”) with respect to the Greater China region (including mainland China, Hong Kong, Macao and Taiwan). The parties to the JV agreed that Novomic’s holdings in the JV shall not be diluted for any investment in the JV at a pre-money valuation of less than $10 million, and that Novomic will maintain at least 20% of the JV’s share capital, on a fully diluted basis, until an initial public offering or merger or acquisition transaction of the JV.

The JV agreement includes provisions with respect to the obligations and responsibilities of each of the parties relating to the JV. The board of directors of the JV will be composed of five directors, of whom four will be appointed by CIB and one will be appointed by Novomic. The following restitutions will require the approval of all of the directors in office: amendment of the articles of association of the JV, change in the JV business scope, approval of the annual budget or a material deviation therefrom, termination and dissolution of the JV, increase or reduction of the registered capital, merger, division, dismissal or change of company form of the joint venture, sale of all or substantially all of the assets of the JV, including any intellectual property rights and any related party transactions.

~~The general manager of the JV will be appointed by CIB and Novomic will be entitled to nominate a vice general manager.~~

~~As of March 28, 2019, the JV was not legally established and no investment in cash nor capital contribution was made in the JV. In addition no agreement regarding the IP Rights was signed yet.~~

b. On January 21, 2019, the Company entered into a subscription agreement (the “Agreement”) with ICB Biotechnology Investments Ltd. (“ICB”), pursuant to which the Company agreed to issue and sell to ICB up to 1,915,708 shares of common stock, for a price per share of $0.261. Upon the initial closing of the Agreement the Company will issue and sell to ICB 957,854 common stock for an investment amount of $250,000. Upon the formation of a joint venture in China and the transfer of the relevant IP Rights to the joint venture (see Note 15a above) the Company will issue and sell to the ICB an additional 957,854 shares of common stock for an additional investment amount of $250,000 (the “Additional Investment”). In addition, subject to the consummation of the Additional Investment, the Company will grant ICB an option to purchase up to additional 833,333 common stock for a price per share of $0.6, for an aggregate consideration of up to US$1,000,000. Upon the closing of the initial closing under the Agreement, ICB will be entitled to nominate one person to serve as a member of the Board of directors. ICB will maintain the right to nominate one person to serve as a member of the Board for as long as it holds 2% of the Company’s shares of capital stock on a fully-diluted basis. The initial closing and additional closing are subject to and contingent upon the approval of ICB’s shareholders. In March 2019, following the approval of ICB’s shareholders, the Company closed on an initial investment amount of $250,000 and 957,854 shares of common stock were issued to ICB.

c. In March 2019, the Company entered into certain amendments according to which certain directors and consultants waived their monthly retainer commencing on November 15, 2018 up and until April 30, 2019, as a result of the Company’s cash flow needs.

d. On March 23, 2017, the Company entered into an OEM Agreement for the creation of industrial designs for the Company’s lice treatment products. On March 25, 2019, in accordance with the OEM Agreement, the Company received a notice of termination from the OEM Distributor, and the Company will not proceed with the OEM Agreement.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On February 15, 2022, the Board of Directors the Company dismissed Kesselman & Kesselman, certified public accountants, a member firm of PricewaterhouseCoopers International Limited (“PwC”), as the Company’s independent registered public accounting firm. On February 15, 2022, the Board appointed Somekh Chaikin, a member firm of the KPMG International, an independent registered public accounting firm (“KPMG”), to audit the consolidated financial statements of the Company and its subsidiaries for the fiscal year ended December 31, 2021 and to re-audit the consolidated financial statements of the Company and its subsidiaries for the fiscal year ended December 31, 2020.

PWC’s audit reports on the consolidated financial statements of the Company and its subsidiaries as of and for the fiscal years ended December 31, 2019 and 2020 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the fiscal years ended December 31, 2019 and 2020, and through February 15, 2022, there were no (i) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) between the Company and PwC on any matter of accounting principle or practice, financial statement disclosure, or auditing scope or procedure which, if not resolved to PwC’s satisfaction, would have caused it to make reference to the matter in conjunction with its report on the Company’s consolidated financial statements for the relevant year, or (ii) reportable events as defined in Item 304(a)(1)(v) of Regulation S-K except, as previously disclosed, for a material weakness in the Company’s internal control over financial reporting attributable to (A) inadequate segregation of duties consistent with control objectives and (B)ineffective controls over period-end financial reporting and disclosure processes, for the year ended December 31, 2019 which was remediated by the Company as of December 31, 2020.

During the fiscal years ended December 31, 2019 and 2020, and through February 15, 2022, neither the Company, nor anyone on behalf of the Company, consulted with KPMG with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the consolidated financial statements of the Company and its subsidiaries, and no written report or oral advice was provided by KPMG to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue or (ii) any matter that was the subject of either a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

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~~U.S. Securities and Exchange Commission (the “SEC”) rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s ~~Chief Executive Officer (CEO) (who is the Company’s~~ principal executive ~~officer)~~officer and chairperson of the ~~Company’s Chief Financial Officer (CFO) (who is~~Board, and the Company’s principal financial ~~officer)~~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, and the Company’s management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on the ~~material weaknesses identified in~~Company’s evaluation of the effectiveness of its disclosure controls and procedures as of December 31, 2021, the Company’s ~~internal control over~~principal executive officer and principal financial reporting as described below, due to inadequate segregation of duties consistent with control objectives and ineffective controls over period-end financial reporting and disclosure processes, the Company’s CEO and CFOofficer concluded that the Company’s disclosure controls and procedures were ~~not~~ effective ~~as of December 31, 2018~~ to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 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 ~~our~~the Company’s management, including ~~our CEO~~its principal executive officer and ~~CFO,~~principal financial officer , to allow timely decisions regarding required disclosure.

Management is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002, ~~our~~the Company’s management, with the participation of the Company’s principal executive officer and principal financial officer ~~has~~ conducted an assessment, using the criteria in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Tredway Commission (“COSO”) (2013). ~~Our~~The Company’s system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. This assessment included review of the documentation of controls, evaluation of the design effectiveness of controls, and a conclusion on this evaluation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Based on this evaluation, the Company’s management concluded that its internal control over financial reporting was ~~not~~ effective as of December 31, ~~2018~~2021 as it identified no control deficiencies that constituted material weaknesses in the Company’s internal control over financial reporting, such that there is not a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. ~~The material weaknesses identified~~

There were no changes in the Company’s internal control over financial reporting ~~is described below:~~

~~(i) Inadequate segregation of duties consistent with control objectives; and~~

~~(ii) Ineffective controls over period-end financial reporting and disclosure processes.~~

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

These material weaknesses led to the restatement of the financial statements for the first three quarterly and year-to-date periods in 2017 and the restatement of the financial statements for the three month period ended March 31, 2016, the financial statements for the nine and three month periods ended at September 30, 2016, and the financial statements for the year ended December 31, 2015. In addition, the material weaknesses could result in the misstatement of account balances or disclosure that would result in a material misstatement to the annual or interim financial statements that would not be prevented or detected.We are currently reviewing our controls related to these material weaknesses and expect to implement further changes in the next fiscal year, including identifying specific areas within our accounting and financial reporting processes to mitigate these material weaknesses.

Our management will continue to monitor and evaluate the effectiveness of our internal control over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary.

~~Since the time our material weakness was identified in 2017 we initiated the following procedures~~ during the year ended December 31, ~~2018:~~

We have started to implement the following additional steps: (i) appoint additional qualified personnel (such as a new internal CFO as of September 2018 who was subsequently replaced by a new CFO as of January 20, 2019) to address inadequate segregation of duties and ineffective controls over period-end financial reporting as well as continue implementing modifications to our operating procedures and financial controls to address such inadequacies; and (ii) adopt sufficient policies and procedures for period-end financial reporting.

The remediation efforts, which are not completed as of December 31, 2018, are largely dependent upon our Company securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

Management believes that despite our material weaknesses set forth above, our consolidated financial statements as of and for the years ended December 31, 2018 and 2017 are fairly stated, in all material respects, in accordance with US GAAP.

~~During the three months ended December 31, 2018, there were no changes in our internal control over financial reporting~~2021 that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE

~~Our~~The Company’s directors hold office until the next annual general meeting of the stockholders or until their successors are elected and qualified. ~~Our~~The Company’s officers are appointed by ~~our~~its board of directors and hold office until the earlier of their death, retirement, resignation, or removal.

The following table sets forth the names and ages of the members of ~~our~~the board of directors and ~~our~~the executive officers and the positions held by each as of ~~March 28, 2019.~~April 5,2022.

Ora Elharar Soffer has been serving as our Chair of the Board and Chief Executive Officer since February 2020. Ms. Elharar Soffer is the entrepreneur behind the company and also the head of strategic business development. Additionally, Ms. Elharar Soffer is the founder, CEO and chairperson of Cannovation Center Israel Ltd.

Ms. Elharar Soffer serves as director or advisory board member in various companies. Ms. Elharar Soffer is the co-founder and CEO of Citrine SAL Investment & Holdings an Israeli company, that invests in various fields of companies and technologies and include Citrine S A L Biotech Funds, which specializes in healthcare, wellness solutions, digital health, medical devices, food tech, botanical nutraceuticals, and more, and Citrine S A L High-Tech Funds, which specializes in high-tech, cyber, IoT, technologies and public companies. Citrine S A L invested in various companies such as Nicast Ltd., Nanomedic Ltd., WellBe Digital Ltd., Biocep Ltd., Improdia Ltd., Intelicanna Ltd., iBOT Israel Botanicals Ltd., Cannbit Pharmaceuticals Ltd. Novomic Ltd., Dario Health, BSP Medical, ICB - Israel China Biotechnology, and more.

Ms. Elharar Soffer serves as director on the management boards of Nicast Ltd., Nanomedic Ltd., Biocep Ltd., iBOT Israel Botanicals Ltd., Beezhome Technologies Ltd, Beyond Blade Ltd, Citrine SAL investment & holdings Ltd, Citrine SAL high tech Ltd and Citrine S A L Biotech Ltd.

Additionally, Ms. Elharar Soffer is a member of the Peres Center for Peace and Innovation and of Springboard Enterprises, a global organization accelerating women’s leadership in technology and biotech companies. Previously, Ora was Co-Founder and CEO of Chip PC Technologies, managing and leading the company from Startup stage to going public and becoming an international technology company. Ora was also co-founder of Xseed Ltd. that was sold to Elbit Systems and OR1 Investment Ltd. She is also an investor, shareholder and founder in Beezhome Technologies Ltd., Beyond Blade Ltd, Citrine S A L Group, and more. Ora is based in Israel.

Ilanit Halperin has been serving as our Chief Financial Officer since May 2020 and Director since February 2020. Ms. Halperin worked for over 21 years in one of the six largest accounting firms in Israel, for the last 11 years as a partner. She then set up her own office providing CPA and financial consulting and management services. For many years Ms. Halperin has accompanied public and private companies in Israel and abroad in diverse sectors, including industrial companies, real estate companies, technology companies, tourism companies and more. Ms. Halperin has extensive experience in auditing and preparing financial statements according to Israeli, international (IFRS) and US GAAP standards. Ms. Halperin specializes in accompanying early and mature stage companies, providing, inter alia, tax advice, general financial consulting, assistance in preparing business plans, and assistance and accompaniment with investors, private placements and IPOs in Israel and the USA. Ms. Halperin has many years of experience accompanying NASDAQ and OTC-traded companies.

~~(1) On March 1, 2019,~~Ilan Ben-Ishay has been serving as a director since February 2020. Mr. ~~Yemini replaced Doron Biran as chief executive offer~~Ben-Ishay is a diligent businessman, director, advisory board member, investor, owner and CEO with over 25 years of experience in taxation, finance and insurance, specialized in advising and leading customers, both private and institutional, on strategy, investment, capital raising, financing, M&As and IPOs. Mr. Ben-Ishay is a Major in the IDF Reserves. Mr. Ben-Ishay is CEO and co-founder of Neto Financial Planning, http://www.neto-finance.co.il, which has been operating for over 27 years and is one of the ~~Company.~~largest companies in the Israeli private and business financial planning and insurance industry. Neto has thousands of loyal customers, which it has been accompanying for many years, providing financial advisory services in respect of products with a market worth of over $3 billion. Mr. Ben-Ishay is chairman and co-founder of WealthStone Holdings Group (“WealthStone”), http://www.wealthstone.co.il/, a long-standing investment body with extensive financial knowledge and experience. WealthStone specializes in alternative investments, real estate, technology and hedge funds, and manages more than half a billion dollars in investments in Israel alone. In addition, Mr. Ben-Ishay is co-founder and an active board member of Superb Reality, which integrates machine learning, vision algorithms, AI, imaging optics and 3D into AR and VR imaging devices, and is investor and shareholder in Nicast Ltd., Nanomedic Ltd., and more. Mr. Ben-Ishay completed accounting studies and is an authorized pension insurance consultant. Mr. Ben-Ishay is based in Israel.

~~(2) On January 20, 2019, Ms. Tali Dinar was appointed~~Doron Birger has been serving as ~~chief financial officer instead of~~a director since September 2020. Mr. ~~Nir Shemesh.~~

~~Zvi Yemini~~,Birger currently serves as ~~our~~the chairman of the board of directors ~~since August 2016. Mr. Yemini served as our chief executive officer from October 2016 until August 2017. Mr. Yemini founded ZAG Industries Ltd.~~of Intelicanna (TASE:INTL), ~~an Israeli-based company that designs, develops, manufactures~~ and ~~markets plastic consumer products, in 1987 and served as its Chief Executive Officer until 2000,~~Matricelf (TASE: MTLF) and as ~~its~~a director of Icecure Medical Ltd. (NASDAQ and TASE:ICCM), Kadimastem Ltd. (TASE:KDST), Pluristem (NASDAQ and TASE: PSTI) and Hera Med Ltd (ASX:HMD). Mr. Birger also serves as chairman ~~until 2006. Mr. Yemini has over 25 years~~and director of ~~industry experience~~several private companies in ~~technology, manufacturing and marketing. In 2002, Mr. Yemini co-founded Hydro Industries Ltd., an Israeli based company engaged~~Israel in the ~~development and marketing of garden equipment powered by water. Mr. Yemini served as its chairman from~~hi-tech sector mainly in the medical device field. From 2002 to ~~2011. Since 2011,~~2007, Mr. Yemini has also served as the chairman Shenkar Design College, a public college in Ramat Gan, Israel that provides Israeli industrial companies with qualification and research and development services. Since 2002, Mr. Yemini has alsoBirger served as the chairman of the ~~Tel-Aviv Trade Fairs & Convention Center.~~board of directors of Given Imaging Ltd. and later on as board member until February 2014. Mr. ~~Yemini holds a B.A in Industrial Engineering from the Technion Israel Institute of Technology and an Executive M.B.A. from Tel-Aviv University and a M.A. in Marketing from Baruch College in New York.~~

~~Tali Dinar,~~~~serves as our chief financial officer since January 2019~~.~~Between November 2017 and January 2019, and Between May 2010 and May 2015, Ms. Dinar~~Birger served as chief ~~financial~~executive officer of ~~MICT Inc.~~Elron Electronic Industries, Ltd., or ~~MICT, a publically traded holding company. Between November 2012~~Elron, from August 2002 to April 2009. Prior to that, he held other executive positions at Elron, including President since 2001, Chief Financial Officer from 1994 to August 2002, and ~~July 2013, and between May 2015 and January 2016, Ms. Dinar served as chief financial officer of Micronet Ltd., MICT’s subsidiary. Ms. Dinar served as~~Corporate Secretary from 1994 to 2001. Mr. Birger is a director of ~~Micronet Ltd. between November 2013 and May 2015 and since July 2016. Ms. Dinar also served as a Director~~variety of ~~Enertec Systems, MICT’s subsidiary, between May 2015 and May 2018. Ms. Dinar~~non-profit organizations in Israel. Mr. Birger holds a B.A. and an M.A. in ~~accounting and business management from the College of Management Academic Studies in Rishon Lezion, Israel and is a certified public accountant in Israel.~~

~~Oren Traistman,~~serves as our director since October 2016. Mr. Traistman is an investor and director in several corporations with over 15 years of investment management, underwriting and strategic consultancy: APX Ltd., an Israeli company engaged in the development and commercialization of medical devices for cataract surgeries; Cathworks Ltd., an Israeli company engaged in the development and commercialization of software for Heart catheterization display; Enox Ltd., an Israeli company engaged in the development and commercialization of sterilization solutions for catheters. Mr. Traistaman is also a partner in Egoz Finance and Shares Issuers Ltd., a leading financial company in Israel engaged in institutional investments and underwriting. Mr. Traistman holds an MBAeconomics from the Hebrew University Jerusalem. Mr. Birger is based in ~~Jerusalem,~~ Israel.

~~Yossef De Levy,~~David Kretzmer~~serves~~ was appointed as ~~our~~ director ~~since October 2016.~~in April 2021. Mr. ~~De Levy~~Kretzmer is an ~~inventor, entrepreneur,~~experienced international commercial lawyer and ~~director~~litigator with ~~over 40~~more than 35 years of experience in ~~company management, product~~international litigation and transactions concentrated on commercial law, property development and ~~manufacturing.~~syndication, real estate law, corporate law, contracts, international trade, securities brokerage, investment banking, corporate restricting, and corporate development. In ~~1987, after owning and operating~~addition to his ~~own construction company for 16 years with over 70 employees, he established Games & Sports Ltd.,~~position as a ~~leading Israeli and European manufacturer of playground equipment, employing 120 workers and with over 50% of the Israeli market. Games & Sports Ltd. was acquired by Gaon-Holdings~~director in ~~2002 after reaching annual revenues of $15 million. At the same time,~~our Company, Mr. De Levy voluntarily served as manager of the Erez Industrial zone and which employed 4,000 individuals from the Gaza Strip. In 2003, he founded Hydro Technologies Inc. together with major investors, Steff Verthaimer and Zvi Yemini. Hydro Technologies Inc. sold its US marketing rights to Suncast after reaching $25M in revenues. In 2004, Mr. De Levy established Microdel, an incubator for new ideas. To date, MicrodelKretzmer is a ~~holding company with 15 subsidiaries working~~senior partner in ~~3 sectors: healthcare, consumer products~~the law firm of Kretzmer and ~~fish farming~~Associates PLLC in New York as well as ~~a principal stockholder of~~ the ~~Company.~~law firm Kretzmer and Associates in Tel Aviv.

Ningzhou Zhang, serves as our director since March 2019. Mr. Zhang serves as the chief executive officer of China-Israel Biological Technology Co. Ltd. Since 2013, Mr. Zhang is a private investor who works as a financial advisor to major Chinese private equity funds regarding investments in Israel. He also serves as a senior VP and general counsel of Avantalion Consulting Group as well as General Counsel of CA Investment Company. Mr. Zhang has also participated in many Chinese-state-owned companies listed in New York.

There are no family relationships between any members of ~~our~~the Company’s executive management and ~~our~~its directors.

~~We do~~The Company does not presently have a separately constituted audit committee, compensation committee, nominating committee, executive committee or any other committees of ~~our~~its board of directors. As such, ~~our~~its entire ~~board of directors~~Board acts as ~~our~~its audit committee.

The NASDAQ Rule 5605, which sets forth several tests to determine whether a director of a listed company is independent, provides that a director would not be considered independent if the director or an immediate family member accepted any compensation from the listed company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the determination of independence (excluding compensation for board or board committee service, compensation paid to an immediate family member as a non-executive employee, benefits paid under a tax-qualified retirement plan and non-discretionary compensation).

In determining whether or not our directors are considered independent, the Company used the definition of independence as defined in NASDAQ Rule 5605. Based on that definition we believe that our non-executive directors are independent.

~~Our directors are elected to serve until the next annual meeting of stockholders and until their respective successors will have been elected and will have qualified.~~

Audit Committee and Financial Expert, Compensation Committee, Nominations Committee.

~~We do~~The Company does not have any of the above-mentioned standing committees because ~~our~~its corporate financial affairs and corporate governance are simple in nature ~~at this stage of development~~ and each financial transaction is approved by ~~our~~its chief executive officer or board of directors.

~~We do~~The Company does not currently have a Code of Ethics because ~~we have~~it has limited business operations and ~~we believe~~it believes a code of ethics would have limited utility at this stage. ~~We intend to adopt such code of ethics as our business operations expand and we have more directors, officers, and employees.~~

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our board of directors. Thus, there is a potential conflict of interest in that our directors have the authority to determine issues concerning management compensation, in essence their own, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executives or directors.

The board of directors assesses on an ongoing basis the risks faced by the Company. These risks include financial, technological, competitive, and operational risks. In addition, since the Company does not have an audit committee, the board of directors is also responsible for the assessment and oversight of the Company’s financial risk exposures.

~~We are~~The Company is not aware of any material legal proceedings that have occurred within the past ten years concerning any Director or control person which involved a criminal conviction, a pending criminal proceeding, a pending or concluded administrative or civil proceeding limiting one’s participation in the securities or banking industries, or a finding of securities or commodities law violations.

Section 16(a) of the Securities and Exchange Act of 1934 requires the ~~our~~Company’s directors and executive officers, and persons who own beneficially more than ten percent (10%) of the ~~Registrant’s~~Company’s Common Stock, to file reports of ownership and changes of ownership with the Securities and Exchange Commission. Copies of all filed reports are required to be furnished to usthe Company pursuant to Section 16(a). ~~Based solely on~~No delinquent reports were filed during 2021 by the ~~reports we received and on written representations from reporting persons, we were informed that our~~Company’s officers and directors and ten percent (10%) ~~stockholders have not filed reports required to be filed under Section 16(a), other than our current chief financial officer, Tali Dinar.~~stockholders.

The following table ~~below provides certain information concerning~~sets forth the total compensation received for services rendered in all capacities to ~~us during~~our Company for the last two fiscal years, ~~ended December 31, 2018 and 2017~~which was awarded to, earned by, ~~all individuals who served as~~or paid to our Chief Executive Officer and Chief Financial Officer, who are our only serving officers, whose total compensation exceeded $100,000 during ~~any part of the year ended December 31, 2018. We had no other individuals who received compensation of more than $120,000 during the year ended December 31, 2018.~~2021, which we refer to collectively as our “Named Executive Officers.”

(2) Represents one-time discretionary cash bonuses to each of the executive officers.

~~Executive Services and Employment~~(4) Of this amount, $300,000 represent compensation earned by Ms. Elharar Soffer during the year ended December 31, 2021 but that was deferred until the Company consummated an investment of at least $1.8 million in the Company’s securities.

(6) Of this amount, $66,000 represent compensation earned by Ms. Halperin during the year ended December 31, 2021 but was deferred until the Company consummated an investment of at least $1.8 million in the Company’s securities.

We have entered into ~~an employment agreement with our chief financial officer, Ms. Tali Dinar, and our former chief financial officer, Mr. Nir Shemesh. In addition, we have entered into services~~consulting agreements with each of ~~Mr. Zvi Yemini,~~Ms. Elharar Soffer, our ~~chairman~~Chairperson of the ~~board of directors~~Board and ~~chief executive officer, Mr. Doron Biran,~~Chief Executive Officer, and Ms. Halperin our ~~former chief executive officer, Mr. Shlomi Arbel, our former chief executive officer,~~Chief Financial Officer and ~~Mr. Tzahi Geld, our former chief financial officer.~~director. The following are descriptions of the material terms of our executive officers’ services and employment agreements.

~~Services~~Consulting Agreement with ~~Y.M.Y Industry Ltd.~~Ora Elharar Soffer

~~On December 31, 2015,~~In July 2020, we entered into a ~~services~~consulting agreement with ~~Y.M.Y Industry Ltd., an entity controlled by Mr. Zvi Yemini,~~Ms. Elharar Soffer, our ~~chief executive officer and chairman~~Chairperson of the ~~board~~Board and Chief Executive Officer, effective as of ~~directors,~~February 1, 2020 and as ~~amended on February 22, 2017. Pursuant to~~long as the services agreement Mr. Yemini is entitled to receive a gross monthly fee in the amount of NIS 45,000 (approximately $12,980) in consideration for providing management services to us. The foregoing payment is in addition to and independent of any potential fees that Mr. Yemini may be entitled to receive for his servicesMs. Elharar Soffer serves as a ~~member~~director of ~~our board of directors. On March 13, 2019,~~ the Company, ~~entered into an amendment~~unless earlier terminated with or without cause by any party hereto by 180 days advance written notice. Pursuant to the consulting agreement, ~~according to which the monthly retainer was waived commencing on November 15, 2018 through April 30, 2019.~~

On January 20, 2019, we entered into an employment agreement with Tali Dinar. Pursuant to her agreement, Ms. Dinar will receive a monthly salary of NIS 23,000 (approximately $6,250). Upon the lapse of the first three months, Ms. Dinar’s monthly salary shall increase to NIS 27,000 (approximately $7,350). Upon the lapse of an additional three months, Ms. Dinar’s monthly salary shall increase to NIS 40,000 (approximately $10,900). In addition, we will contribute certain amounts towards certain pension, severance, disability and tax-advantaged savings for Ms. Dinar. Ms. Dinar will receive a leased car to be used in accordance with the Company’s policy and will also be entitled to reimbursement of expenses. Ms. Dinar may also be eligible for an annual bonus in an amount equal to up to 1% of any funds raised by us in a public offering occurring during Mr. Dinar’s employment. Ms. Dinar will be entitled to a further bonus equaling 3% of any funds raised by contracts introduced by her to the Registrant. Ms. Dinar will also be eligible to receive options to purchase shares of common stock constituting 1.2% of the Registrants’ outstanding share capital as of January 20, 2019. The Options shall vest over a period of four years in annual increments, subject to continued provision of services by Ms. Dinar. The agreement contains, among other things, a confidentiality obligation, a covenant not to compete, and an assignment of inventions.

~~In July 2018, we entered into a service agreement with Mr. Doron Biran, our former chief executive officer, for an unlimited term, pursuant to which,~~ effective as of ~~July 16, 2018, Mr. Biran received~~February 2020, Ms. Elharar Soffer receives a monthly retainer of ~~NIS 52,000 (approximately $14,300)~~$20,000 plus VAT. In addition, ~~Mr. Biran was~~Ms. Elharar Soffer is entitled to a company car and ~~a mobile phone. On February 13, 2019, we entered into a termination agreement with Mr. Biran, pursuant to~~reimbursement for certain expenses, which ~~Mr. Biran would step down from his position as chief executive officer effective as of February~~include travel, lodging and meals.

On September 9, 2018, we entered into an employment agreement with Nir Shemesh, our former chief financial officer. Pursuant to his agreement, Mr. Shemesh received a monthly salary of NIS 25,000 (approximately $6,900). On December 18, 2018 Mr. Shemesh notified2021, the board of directors of ~~his resignation effective December 31, 2018.~~Cannovation Center Israel determined to adjust the compensation of the Chairperson (and interim Chief Executive Officer), Ora Elharar Soffer, to $10,000 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.

Further, 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. On March 30, 2022, it was agreed that Ms. Soffer would receive 65% of the allotted amount.

~~On February 5, 2017,~~In July 2020, we entered into a ~~services~~consulting agreement with ~~Mr. Shlomi Arbel,~~Ms. Halperin our former chief executive officer. Pursuant to the agreement Mr. Arbel received a gross monthly fee in the amount of NIS 40,000 (approximately $11,650). In addition, Mr. Arbel was entitled to a company carChief Financial Officer and a mobile phone. On March 7, 2018, Mr. Arbel notified the Board on his resignation effective as of June 4, 2018. On June 20, 2018 (effective as of July 1, 2018), we entered into a new services agreement with Mr. Arbel, pursuant to which Mr. Arbel was entitled to a monthly fee of NIS 16,500 (approximately $4,500) for services rendered. The new services agreement was amended on August 20, 2018 (effective as of September 1, 2018), and Mr. Arbel’s monthly fee was increased to NIS 24,000 (approximately $6,600). Mr. Arbel’s new services agreement contains customary provisions regarding non-competition, confidentiality of information and assignment of inventions. In March 2019, a new services agreement was signed that Mr. Arbel’s services shall be rendered on an hourly basis,director, effective as of February 1, ~~2019~~

~~Services Agreement~~2020 and as long as the Ms. Halperin serves as a director or Chief Financial Officer of the Company, unless earlier terminated with ~~Tzahi Geld~~

~~On July 30, 2017, we entered into a services agreement with Guberman Accounting and Finance Group,~~ or ~~Guberman.~~without cause by any party hereto by 60 days advance written notice. Pursuant to the ~~services~~consulting agreement, ~~Guberman provides us with bookkeeping, payroll, administrative, controller~~effective as of February 2020, Ms. Halperin received a monthly retainer of $3,500 plus VAT, and ~~reporting services for~~effective as of May 2020, a ~~fee~~monthly retainer of ~~NIS 23,000 (approximately $6,700)~~$7,000 plus ~~value added tax.~~VAT. In addition, ~~pursuant~~Ms. Halperin is entitled to reimbursement for certain expenses, which include car, travel, lodging and meals.

On August 15, 2021, the ~~services agreement, Guberman provided us~~Company’s board determined to award to Ms. Halperin options under the 2018 Plan to purchase up to 9,425,680 shares of common stock, at a per share exercise price of $0.05. The options vest over a two year period, in eight (8) equal installments, with the first instalment vesting on the third month anniversary of Ms. Halperin’s start date of February 27, 2020. As of the date of this report, the entirety of the options have vested. In addition, on August 15, 2021, the board of directors of Cannovation Center Israel determined to adjust the compensation of the chief financial officer, ~~services~~Ilanit Halperin, to $4 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. On March 30, .2022, it was agreed that Ms. Halperin would receive 25% of the allotted amount.

The following table sets forth information concerning equity awards held by ~~Tzahi Geld until September 2018. This agreement has expired~~each of our Named Executive Officers as ~~it pertains to Tzahi Geld.~~of December 31, 2021.

~~We have entered into services agreements with Zvi Yemini, through his affiliated entity Y.M.Y Industry Ltd. as described above, Mr. Oren Traistman and Mr. Yossef De-Levy.~~

The following table provides certain information concerning the compensation for services rendered in all capacities by each director serving on ~~our~~the Company’s board of directors during the year ended December 31, ~~2018, other than Mr. Zvi Yemini, our chairman~~2021.

(1) In accordance with SEC rules, the amounts in this column reflect the fair value on the grant date of the ~~board~~option awards granted to the named executive, calculated in accordance with ASC Topic 718. Stock options were valued using the Black-Scholes model. The grant-date fair value does not necessarily reflect the value of ~~directors, who did not receive additional compensation for his services as a director and whose compensation is set forth~~shares which may be received in the ~~summary compensation table above.~~future with respect to these awards. The grant-date fair value of the stock options in this column is a non-cash expense for us that reflects the fair value of the stock options on the grant date and therefore does not affect our cash balance. The fair value of the stock options will likely vary from the actual value the holder receives because the actual value depends on the number of options exercised and the market price of our Common Stock on the date of exercise. For a discussion of the assumptions made in the valuation of the stock options, see Note 7to this Annual Report on Form 10-K for the year ended December 31, 2021.

(2) ~~Mr. Mordechai Bignitz resigned from our board of directors on February 20, 2018.~~

~~(3) Mr. Haim Lampert resigned from our board of directors on November 14, 2018.~~

(3) See in the Executive Compensation table above a discussion about Ora Elharar Soffer, the Company’s Chairperson of the Board and Chief Executive Officer’s executive compensation.

(4) See in the Executive Compensation table above a discussion about Ilanit Halperin, the Company’s Chief Financial Officer’s executive compensation.

(5) Of this amount, $56,000 represent compensation earned by Ilan Ben-Ishay during the year ended December 31, 2021 but that was deferred until the Company consummated an investment of at least $1.8 million in the Company’s securities.

(6) Of this amount, $82,000 represent compensation earned by David Kretzmer during the year ended December 31, 2021 but that was deferred until the Company consummated an investment of at least $1.8 million in the Company’s securities.

OnIn July ~~31, 2016,~~2020, we entered into a ~~services~~consulting agreement with Mr. ~~Oren Traistman,~~Ben-Ishay, a ~~member~~director at the Company, effective as of ~~our board~~February 1, 2020 and as long as the Mr. Ben-Ishay serves as a director of ~~directors.~~the Company, unless earlier terminated with or without cause by any party hereto by 30 days advance written notice. Pursuant to the ~~services~~consulting agreement, effective as of February 2020, Mr. ~~Traistman~~Ben-Ishay receives a monthly retainer of $3,500 plus VAT. In addition, Mr. Ben-Ishay is entitled to ~~receive a gross monthly fee in the amount of NIS 10,000 (approximately $2,885) in consideration~~reimbursement for ~~providing services to the Company.~~ certain expenses, which include car, travel, lodging and meals.

In ~~March 2019, the Company entered into an amendment to the services agreement, according to which the monthly retainer was waived commencing~~addition, on ~~November~~August 15, 2018 through April 30, 2019. The foregoing payment is in addition to and independent of any potential fees that Mr. Traitsman may be entitled to for continued services as a member of our board of directors.

On November 11, 2014, we entered into a services agreement with Mr. Yossef De-Levy, a director, as amended on May 31, 2015, pursuant to which Mr. De-Levy receives a gross monthly amount of NIS 10,000 (approximately $2,885). In March 2019, the Company entered into an amendment to the services agreement, according to which the monthly retainer was waived commencing on November 15, 2018 through April 30, 2019. The foregoing payment is in addition to and independent of any potential fees that Mr. De-Levy may be entitled to for continued services as a member of our board of directors.

~~In January 2018, we executed letter of appointment to the advisory board with Gilad Enterprises Ltd., an entity controlled by Mr. Haim Lampert, a former member of~~2021, the board of ~~directors. Pursuant~~directors of Cannovation Center Israel determined to adjust the ~~letter Gilad Enterprises Ltd.~~compensation of Ilan Ben-Ishay, director, 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.

On March 30, .2022, it was agreed that Mr. Ben-Ishay would receive 5% of the allotted amount of the above referenced bonus.

Commencing in March 2021, Adv. David Kretzmer, a director, is entitled to ~~receive~~ a monthly fee inof $7,000 and certain reimbursements for traveling lodging and vehicle expenses on behalf of the ~~amount of $4,000 plus VAT and~~Company.

On August 15, 2021, the Company’s board determined to award to Mr. Kretzmer options under the 2018 Plan to purchase ~~436,349~~up to 9,425,680 shares of ~~our~~ common stock, at a per share exercise price of $0.05. The options vest over a two year period, in ~~consideration for providing advisory services to us.~~eight (8) equal installments, with the first instalment vesting on the third month anniversary of Mr. ~~Haim Lampert resigned from his position as a board member on November 14, 2018, effective immediately, and~~Kretzmer start date of March 1, 2020. As of the date of this report, the entirety of the options ~~granted~~have vested.

In addition, on August 15, 2021, the board of directors of Cannovation Center Israel determined to ~~Gilad Enterprises Ltd.~~adjust the compensation of David Kretzmer, director, 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, ~~expired.~~available funds therefor and as part of the operating budget for a minimum period of 18 months.

~~We do~~The Company does not currently have any agreement or understanding, whether written or unwritten, between usit and ~~our~~its named executive officers, concerning any type of compensation, whether present, deferred or contingent, that is based on or otherwise relates to an acquisition, merger, consolidation, sale or other disposition of all or substantially all our assets.

In December 2018, weTechCare, our predecessor company, adopted the 2018 Stock Incentive Plan, or the 2018 Plan, which became effective as of December 2, 2018 by the action of ~~our~~its board of directors. The 2018 Plan provides for the grant of stock awards, restricted stock awards and stock options to any employee, director, officer, consultant, or advisor of the Company, or such other persons who provided bona fide services to the Company as shall be determined by a committee designated by the board of directors. If no committee is designated by ~~our~~the board of directors, the 2018 Plan will be administered by ~~our~~the board of directors. As of the date of this annual report ~~our~~the board of directors has not designated a committee to administer the 2018 Plan. ~~The 2018 Plan replaced our 2017 Employee Incentive Plan.~~

The total number of shares of common stock reserved for issuance under the 2018 Plan, either directly as stock awards or underlying options is 2,000,000 shares of common stock. The total number of shares of common stock reserved for such issuance may be increased only by a resolution adopted by the board of directors and amendment of the 2018 Plan. ~~As of March 15, 2019, there were options to purchase 2,000,000 shares of common stock.~~ Awards under the 2018 Plan may be granted until December 2, 2028.

The terms of under which a stock award or option is granted under the 2018 Plan shall be set forth in a written agreement, which shall be determined by the committee or the board of directors.

As of February 2022, the shares reserved for issuance under the 2018 Stock Incentive Plan was increased to 90,000,000 shares of common stock .

As of March 31, 2021, the total number of shares of common stock issuable under the 2018 Plan, either directly as stock awards or underlying options was 23,582,200 shares of common stock.

In 2017, wethe Company adopted the 2017 Employee Incentive Plan, or the 2017 Plan, which became effective as of January 1, 2017 by the action of ~~our~~the board of directors. ~~We are no longer granting option under the 2017 Plan because it was superseded by the 2018 Plan although previously granted awards remain outstanding.~~ The 2017 Plan ~~provides~~provided for the grant of stock awards and stock options to any employee, director, officer, consultant, or advisor of the Company, or such other persons who provided bona fide services to the Company as ~~shall be~~ determined by a committee designated by the board of directors followed by the approval of the board of directors; however, if the committee iswas composed of a majority of the persons then comprising the board of directors, the approval of the board of directors ~~shall~~was not be necessary. If no committee iswas designated by ~~our~~the board of directors, the 2017 ~~will~~was to be administered by ~~our~~the board of directors. ~~As of the date of this annual report our~~The board of directors ~~has~~did not ~~designated~~designate a committee to administer the 2017 Plan.

As of March ~~15, 2019,~~31, 2021, the total number of shares of common stock issued under the 2017 Plan, either directly as stock awards or underlying options iswas 0 shares of common stock.

~~The terms of under which a stock award or option is granted under the 2017 Plan shall be set forth in a written agreement, which shall be determined by the committee or the board of directors.~~

~~The following table sets forth information concerning outstanding equity awards as of December 31, 2018, for each named executive officer:~~

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

As of March ~~15, 2019,~~31, 2022, there were ~~34,169,890~~942,568,006 shares of common stock outstanding, excluding shares of common stock issuable in connection with the exercise of outstanding warrants or outstanding options. The voting rights of all stockholders are the same.

The following table sets forth certain information as of March ~~15, 2019,~~31, 2021, concerning the number of shares of common stock beneficially owned, directly or indirectly, by:

Beneficialownership is determined in accordance with the rules of the SEC based on voting and investment power with respect to such shares. Shares subject to options or warrants that are currently exercisable or exercisable within 60 days of March ~~15, 2019,~~31, 2022, are deemed to be outstanding and to be beneficially owned by the person holding such options or warrants for the purpose of computing the percentage ownership of such person. However, such shares are not deemed to be outstanding and to be beneficially owned for the purpose of computing the percentage ownership of any other person. All information with respect to the beneficial ownership of any principal stockholder has been furnished by such stockholder or is based on our filings with the SEC and, unless otherwise indicated below, we believe that persons named in the table have sole voting and sole investment power with respect to all the shares of common stock as beneficially owned, subject to community property laws, where applicable. Unless otherwise noted below, each shareholder’s address is c/o ~~TechCare~~Citrine Global, Corp. ~~1140 Avenue of the Americas, New York, NY 10036.~~

(1) Includes 7,865,206 shares of Common Stock, 494,204 options to purchase shares of Common Stock and 833,334 warrants to purchase shares of Common Stock, exercisable within 60 days of March 28, 2019 held by Y.M.Y Industry Ltd., an affiliated entity of Mr. Zvi Yemini. The address of Y.M.Y Industry Ltd. is 38 Yefet St., Tel-Aviv, Israel.

~~(2) Includes 4,736,619 shares of Common Stock and 833,333 warrants to purchase~~159,925,134 shares of common stock ~~exercisable within 60 days of March 28, 2019. The address of Marius Nacht is 18 Yehezkel St., Tel Aviv-Yafo 6259524.~~

~~(3) Includes 3,095,772 shares of Common Stock held~~owned directly by ~~Microdel Ltd. and 124,328 shares of Common Stock held by Microdel Idea Center Ltd., a subsidiary of Microdel Ltd. The address of Microdel Ltd. is 63 Dan St., Modi’in-Maccabim-Re’ut.~~

(4) Includes 1,937,985 shares of Common Stock and 416,667 warrants to purchase shares of Common Stock exercisable within 60 days of March 28, 2019 held by Ran Tuttnauer Family Ltd., an affiliated entity of Ran Tuttnauer, and 20,848 options to purchase shares of Common Stock exercisable within 60 days of March 28, 2019 held by Ran Tuttnauer. The address of Ran Tuttnauer Family Ltd. is 28 Radak St., Jerusalem.

(5) Includes 405,310 shares of Common Stock and 521,065 options to purchase shares of Common Stock exercisable within 60 days of March 28, 2019 held by Oren Traistman and 1,264,085 shares of Common Stock and 166,667 warrants to purchase shares of Common Stock exercisable within 60 days of the March 28, 2019 held by Traistman Radziejewski Fundacja Ltd. Oren Traistman is the chief executive officer of Traistman Radziejewski Fundacja Ltd. The address of Oren Traistman is 15A Yahalom St., Shoam, Israel.

~~(6) Includes 748,251options to purchase shares of Common Stock exercisable with 60 days of March 28, 2019. The address of Shlomi Arbel is 18/2 Hasira St., Yavne, Israel.~~

(7)Includes 3,095,772 shares of Common Stock held by Microdel Ltd. and 124,328 shares of Common Stock held by Microdel Idea Center Ltd., a subsidiary of Microdel Ltd. The address of Microdel Ltd. is 63 Dan St., Modi’in-Maccabim-Re’ut and 221,304Ora Elharar Soffer, 65,851,526 shares of common ~~Stock held~~stock owned through Beezz Home Technologies Ltd which is 100% owned by ~~Yossef De-Levy. 283,468 options to purchase~~Ora Elharar Soffer, and 201,256,385 shares of ~~Common Stock.~~common stock owned through Citrine S A L Investment & Holdings Ltd, which is 50% owned by Beezz Home Technologies Ltd.

(2) Includes 59,579,952 shares of common stock owned directly by Yaron Pitaru, 23,518,402 shares of common stock owned through WealthStone Private Equity Ltd, which is 100% owned by WealthStone Holdings Ltd, which is 50% owned by Yaron Pitaru, and 100,628,192 shares of common stock owned through Citrine S A L Investment & Holdings Ltd, which is 50% owned by WealthStone Private Equity Ltd.

(3) Includes 42,992,368 shares of common stock owned directly by Edan Moshe Katz, about 8,485,335 shares of common stock owned through WealthStone Private Equity Ltd, which is 100% owned by WealthStone Holdings Ltd, which is 50% owned by Golden Holdings Neto Ltd, which is 36.07956% owned by Edan Moshe Katz, and about 36,306,209 shares of common stock owned through Citrine S A L Investment & Holdings Ltd, which is 50% owned by WealthStone Private Equity Ltd.

(4) Includes 20,910,608 shares of common stock owned directly by Ilan Ben-Ishay, about 7,765,011 shares of common stock owned through WealthStone Private Equity Ltd, which is 100% owned by WealthStone Holdings Ltd, which is 50% owned by Golden Holdings Neto Ltd, which is 33.01675% owned by Ilan Ben-Ishay, and about 33,224,158 shares of common stock owned through Citrine S A L Investment & Holdings Ltd, which is 50% owned by WealthStone Private Equity Ltd.

(5) Comprised of 1,411,104 shares of common stock and 9,426,680 shares issuable upon exercise of options.

See “Item 5. Market for Registrant’s Common ~~Stock and~~Equity, Related Stockholder ~~Matter~~Matters and Issuer Purchases of Equity Securities – Securities Authorized for Issuance under Equity Compensation Plans.”

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTORS INDEPENDENCE

~~On June 28, 2018, we entered into a subscription agreement with Ran Tuttnauer Family Ltd., pursuant to~~Except as set out below, since January 1, 2020 there have been no transactions, or currently proposed transactions, in which we ~~issued 645,995~~were or are to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any of the following persons had or will have a direct or indirect material interest:

On January 6, 2020, definitive agreements were executed for the sale of 90% of the shares ~~of its Common Stock at a purchase price of $0.387 for a total consideration of $250,000 and warrants~~in Novomic to ~~purchase up to 416,667 Common Stock with an exercise price of $0.60, exercisable until June 28, 2019.~~

~~On August 8, 2018, we entered into subscription agreements with~~ Traistman Radziejewski Fundacja ~~Ltd., pursuant to which the Company issued 258,398 shares of its common stock at a purchase price of $0.387 for a total consideration of $100,000~~Ltd, and ~~warrants to purchase up to 166,667 Common Stock with an exercise price of $0.60, exercisable until August 8, 2019.~~

On August 8, 2018, we entered into subscription agreements with YMY Industry Ltd., pursuant to which the Company issued 645,995 shares of its Common Stock at a purchase price of $0.387 for a total consideration of $250,000 and warrants to purchase up to 416,667 shares of Common Stock with an exercise price of $0.60, exercisable until August 8, 2019. This subscription amended by an amendment dated October 28, 2018, as further detailed below.

On October 28, 2018, we entered into an amendment to the August 8, 2018 Y.M.Y Industry Ltd. subscription agreement. Pursuant to the amendment, Y.M.Y Industry Ltd. increased its initial investment by an additional amount of $250,000 to a total investment amount of $500,000 in consideration for the issuance and sale of a ~~total~~number of ~~1,915,708~~ shares ~~of Common Stock at a price per share of $0.261. In addition, Y.M.Y Industry Ltd. was issued additional warrants~~equal after the issuance to ~~purchase up to 416,667 shares of Common Stock with an exercise price of $0.6, exercisable until October 27, 2019.~~

On November 14, 2018, we entered into a subscription agreement with Marius Nacht, pursuant to which the Company issued and sold to Marius Nacht 1,915,708 shares of Common Stock, par value $0.0001 per share, for a price per Share of $0.261, for a consideration of US$500,000. In addition, the Company granted Marius Nacht an option, for a period of twelve months as of November 14, 2018, to purchase 833,333 additional shares of Common Stock at a price per share of $0.60, for an additional consideration of US$500,000, if and to the extent exercised by Marius Nacht.

On January 21, 2019, we entered into a subscription agreement with ICB Biotechnology Investments Ltd., or ICB, pursuant to which we agreed to issue and sell to ICB up to 1,915,708 shares of Common Stock, for a price per share of $0.261. Upon the initial closing of the agreement we will issue and sell to ICB 957,854 shares for an investment amount of $250,000. Upon the formation of a joint venture in China and the transfer of the relevant intellectual property rights to the joint venture, we will issue and sell to the Investor additional 957,854 shares for an additional investment amount of $250,000. In addition, subject to the consummation of the additional investment, we will grant ICB an option to purchase up to additional 833,333 shares of Common Stock for a price per share of $0.6, for an aggregate consideration of up to US$1,000,000. Upon the closing of the initial closing under the agreement, ICB will be entitled to nominate one person to serve as a member of our board of directors. ICB will maintain the right to nominate one person to serve as a member of our board of directors for as long as it holds 2% of our shares of capital stock on a fully-diluted basis. The initial closing and additional closing are subject to and contingent upon the approval of the shareholders of the Investor. In March 2019, following the approval of ICB’s shareholders, the Company closed on an initial investment of $250,000 and issued ICB 957,854 shares of common stock.

On January 21, 2019, we entered into a joint venture agreement with China-Israel Biological Technology Co. Ltd., pursuant to which Novomic and CIB will found a Chinese JV company in China. The JV will focus on the field of health and cosmetics, including medical care, home care, hair care and body and skin care, in order to develop a comprehensive and broad range of health, wellness, beauty and home products for customers by utilizing the Registrant’s patented technology of vaporization of natural and plant-based compounds. The JV will sell its products in the Greater China region (including mainland China, Hong Kong, Macao and Taiwan) directly or through others.

~~As part of the JV, CIB will invest in the JV $1,000,000 for 60%~~95% of the share capital of the JVCompany to Citrine S A L Group. Citrine S A L Group carried out extensive due diligence appropriate for the acquisition of a public company divesting its activities, and ~~Novomic will invest in~~obtained from the ~~JV $666,667 for 40%~~Company’s sellers detailed representations and warranties. Traistman Radziejewski Fundacja Ltd is controlled by Oren Traistman, who was a director of the ~~share capital~~Company until February 27, 2020.

On April 1, 2020 the Company entered into the CL Agreement with the Buyers, all of which are affiliated with the Company. Under the CL Agreement, the Buyers agree to purchase and the Company agrees to issue and sell, for up to an aggregate principal amount of $1,800,000 of the ~~joint venture. Novomic’s capital contribution shall be made an assignment~~Notes, for a period starting on April 1, 2020 and ending upon the earlier of ~~certain IP Rights.The parties to~~(i) 6 months thereafter and (ii) the ~~JV agreed that Novomic’s holdings in~~consummation of a public offering by the ~~JV shall not be diluted for any investment in the JV~~Company. The Notes will bear interest at a ~~pre-money valuation~~rate of less than $10 million, and that Novomic will maintain at least 20% of the JV’s share capital, on a fully diluted basis, until an initial public offering or merger or acquisition transaction of the JV.

~~The JV agreement includes provisions~~six percent (6%) with respect to amounts paid that are used for working capital purposes of the ~~obligations~~Company, provided that amounts paid that are used for investment activities of the Company may be subject to different interest rates, in accordance with the Guidelines. The conversion price per share of Common Stock shall equal 85% multiplied by the market price (as defined in the Note), representing a discount of 15%. The payment for each Note must be delivered 14 business days after delivery of the respective draw down notice, and ~~responsibilities~~each Note will mature 18 months thereafter. The interval between one draw down and the next must be at least thirty (30) days, provided that the Buyer may waive this requirement. Each draw down notice provided to the Buyer must be for an amount between $50,000 and $350,000, set at the Company’s discretion. The Company must use the amounts paid for the Notes in accordance with the Guidelines. The Buyer shall decide upon and provide to the Company the names of the Buyer parties which will provide the funds to the Company in respect of the Note, including the respective amounts to be transferred to the Company by each such Buyer party. The Buyer shall have the right, from time to time and at its discretion, to add other entities to the list comprising the Buyer. The Buyer may participate alongside the Company in any investment the Company makes for as long as the CL Agreement is in effect. The Company may at any time prepay an outstanding Note (principal and accrued interest) in full by paying the Buyer an amount in cash equal to 115% multiplied by the then outstanding principal amount of the Note, as well as the accrued and unpaid interest on the unpaid principal amount of the Note, provided however that in the event the Company seeks to exercise this right the Buyer will first have the option to fully convert the Note, or any remaining amount outstanding under it, into Common Stock of the Company, and the conversion amount will be equal to the amount the Company would have paid to the Buyer had the Buyer not exercised this option. On April 19, 2020 and June 12, 2020, the Company provided draw down notices under the CL Agreement for amounts of $170 thousand and $1 million, respectively, which were received in cash by the Company. On June 12, 2020, CL Agreement Amendment was executed to provide that for each draw down made by the Company under the CL Agreement, the Buyer shall be entitled to receive two types of warrants: A Warrants and B Warrants, with the A Warrants exercisable at any time between 6 and 12 months after issuance for an exercise price per share equal to 1.25 times the average of the closing prices of the 3 trading days preceding the draw down, and the B Warrants exercisable at any time between 6 and 24 months after issuance for an exercise price per share equal to 1.5 times the average of the closing prices of the 3 trading days preceding the draw down, and that the number of each of the ~~parties relating~~A Warrants and the B Warrants issued will be equal to the ~~JV. The board of directors~~draw down amount divided by the average of the JVclosing prices of the 3 trading days preceding the draw down, and that these amended terms will ~~be composed of five directors, of whom four will be appointed by CIB and one will be appointed by Novomic. The following restitutions will require the approval~~apply in respect of all draw downs, including drawdowns made prior to the date of the ~~directors~~amendment. On April 12, 2021, the parties to the CL Agreement amended the agreement, so that (i) the annual interest on the Notes should be changed to an nine percent (9%) applicable from January 1, 2021, (ii) the Company shall repay the loans at the time it consummates an investment of at least $5 million in ~~office: amendment~~the Company’s securities, and (iii) the exercise prices of each of the ~~articles of association~~A Warrants and B Warrants be modified to $0.10 per share and the term of the ~~JV, change in~~warrants be extended by one (1) year for the ~~JV business scope, approval~~A Warrants and B Warrants.

On June 24, 2021, the Company received from Citrine 8 LP, a related entity, a convertible loan of $350 made under and pursuant to the CL Agreement. Citrine agreed to honor a Draw Down Notice for, and advanced to the Company, $350, under the terms of the ~~annual budget or a material deviation therefrom, termination and dissolution~~CL Agreement. As provided for under the terms of the JV, increase or reduction of the registered capital, merger, division, dismissal or change of company form of the joint venture, sale of all or substantially all of the assets of the JV, including any intellectual property rightsCL Agreement, Citrine 8 LP was also issued 10,500,105 A warrants and ~~any related party transactions.~~

~~The general manager of the JV will be appointed by CIB and Novomic will be entitled to nominate a vice general manager.~~

On February 8, 2016, we entered into shareholders’ agreement with Novomic Ltd. and certain of our shareholders, or the Shareholders’ Agreement. Pursuant to the Shareholders’ agreement we are required to prepare and file with the SEC, as soon as reasonably practicable, a registration of Form S-1, or the Registration Statement,10,500,105 B warrants for ~~the purpose of registering for public resale our~~ shares of common stock, ~~outstanding immediately prior to~~where the ~~Merger Agreement, to~~A warrants are exercisable beginning December 24, 2021 through December 24, 2023 and the ~~maximum extent permissible by law. Commencing six months after the effective date~~B warrants, in each case at a per share exercise price of the Registration Statement, subject to certain limitations, our shareholders may request that all or part of the registrable common stock issued to them in the Merger Agreement shall be registered under the Securities Act by the filing with the SEC of a registration statement on Form S-1. Certain of our shareholders have piggyback registration rights, which provide them with the right to register their shares in the event of an offering of securities by us. To the extent that the underwriters limit the number of shares that can be included in a registration statement, we have discretion to register those shares we choose first.$0.10.

We have entered into services agreements with certain of our directors, including with Zvi Yemini, through Y.M.Y Industry Ltd., Mr. Oren Traistman and Mr. Yossef De-Levy. For information regarding the terms of our services agreements with our named directors, see “Item 11. Executive Compensation — Director’s Compensation and Services Agreements.”

We have entered into written employment and service agreements with each of our executive officers. These agreements provide for notice periods of varying duration for termination of the agreement by us or by the relevant executive officer, during which time the executive officer will continue to receive a monthly fee and benefits. We have also entered into customary non-competition, confidentiality of information and ownership of inventions arrangements with our executive officers. However, the enforceability of the non-competition provisions may be limited under applicable law. For information regarding the terms of our services agreements with our named executive officers, see “Item 11. Executive Compensation-Executive Services Agreements.”

On August 13, 2021, the Company and the holders of $1,520 in principal amount under the CL Agreement as detailed in Note 5A and 5B above, entered into an additional agreement pursuant to which, among other things, the following terms were effected:

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, $180,000 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:

On May 31, 2020, we entered into a strategic partnership with Intelicanna via a share exchange agreement and an agreement for future issuance of shares. Furthermore, on June 25, 2020, the Citrine Global Israel has entered into a services agreement with Intelicanna to provide business development and consulting services to Intelicanna, including assistance with raising financing. Also on June 25, 2020, to assist Intelicanna to raise the first NIS 1 million towards the up to NIS 15 million mentioned in the Services Agreement, the Company and the Israeli Subsidiary entered into an agreement to grant Intelicanna NIS 1 million in cash (approximately USD 290 thousand) in direct financing for working capital purposes. On July 9, 2020, we transferred to Intelicanna NIS 500 thousand (approximately $145 thousand) on account of the above loan. In March 2021, Intelicanna repaid the loan with the 12% annual interest. On September 17, 2020 we issued to Intelicanna 2,143,470 shares of common stock in exchange for 619,589 of Intelicanna’s ordinary shares. Ilanit Halperin, a director and the Chief Financial Officer of the Company, is also the Chief Financial Officer of Intelicanna. Doron Birger, a director of ours, is the chairman of the board of directors of Intelicanna effective April 2021. Between August 3 – 9, 2021, we sold to an unrelated third party in an off market transaction 619,589 ordinary shares of Intelicanna for aggregate gross proceeds to the Company of 1,260,611 NIS (approximately $391,500 based on the current exchange rate). Following the sale, the Company no longer holds any Intelicanna shares. As previously reported, the Company obtained the Intelicanna shares in a share exchange agreement entered into with Intelicanna in September 2020. The Company’s decision to sell the Intelicanna shares was taken, in part, to avoid being subject to the terms of the Investment Company Act of 1940. In addition, on May 31, 2020, we entered into an agreement with Intelicanna for future issuance of shares. The agreement for future issuance of shares provides that a fall in a share price of a party, not exceeding 20%, measured six months after issuance of shares by both parties pursuant to a separate share exchange agreement, will be offset by the issuance of additional shares to the other party to bring up to $500 thousand the total value of the shares issued to the other party. On August 15, 2021, the Company’s board of directors determined that it is required to issue to Intelicanna 535,867 shares of the Company’s common stock and has authorized the issuance of such shares to Intelicanna.

On June 22, 2020, we entered into a share purchase agreement with Nanomedic as part of an A-1 funding round open only to existing Nanomedic shareholders and their affiliates. We paid $450,000 for A-1 preferred shares of Nanomedic and also received warrants to purchase A-1 preferred shares. Such investment represents a holding of approximately 3.3% in Nanomedic. The round raised approximately $2.2 million in total. Citrine S A L Group were already beneficial shareholders of Nanomedic immediately prior to the A-1 funding round. Ilan Ben-Ishay, a director of the Company was already a beneficial shareholder of Nanomedic immediately prior to the A-1 funding round. Ora Elharar Soffer, our chairperson and CEO, was already a director of both Nanomedic and its Israeli parent company, Nicast Ltd. immediately prior to the A-1 funding round, and she was also already a beneficial shareholder of Nanomedic immediately prior to the A-1 funding round.

On August 4, 2020, the Board of the Company approved for the Company and Citrine Global Israel to proceed with preparations for investing in iBOT. iBOT has a manufacturing facility for a wide range of botanical formulations, and part of its strategy is to combine this with hemp and CBD. The Board gave its approval, subject to agreement of definitive terms and receipt of all necessary corporate and other approvals, for a proposed transaction in which (1) the Company would have an option to make one or more investments during a period of 12 months in an aggregate amount of up to $1 million; (2) the investments may be through loans, direct equity purchases, or other means, and would be based on milestones; and (3) iBOT would grant the Company a 25% discount in its next fundraising. In addition, the Board approved for the Company to proceed with preparations for entering a services agreement with iBOT pursuant to which the Company would provide consulting and other services to iBOT. iBOT is controlled by an affiliate of the Company.

On August 15, 2021, the Company’s board of directors determined to increase the number of shares reserved for issuance under the 2018 Stock Incentive Plan to 90,000,000 shares of common stock thereunder and recommended to the Company shareholders to approve the increase in the pool to. The Board also determined to grant to each of Ilanit Halperin and David Kretzmer, directors of the Company, a grant of options to purchase ~~our~~9,425,680 shares of common stock, and Doron Birger, a Company director, options to ~~our~~purchase 2,365,420 shares, in each case at per share exercise price of $0.05, provided, that such grant is subject to approval by the shareholders of the increase in the plan pool. The options vest over a two year period, in eight (8) equal installments, with the first instalment vesting on the third month anniversary of each individual’s start date and each further instalment on each subsequent third month anniversary, where the start date is, in the case of Ilanit Halperin February 27, 2020, in the case of Doron Birger September 20, 2020 and in the case of David Kretzmer is March 1, 2021, subject to such individual’s continued service with the Company.

On August 15, 2021, the board determined to award a bonus to the Company’s Chairperson of the Board, CEO, CFO, officers, and certain of our directors. Such option agreements may contain provisions providing for acceleration or other events upon certain merger, acquisition, or change of control transactions. We describe our option plans under “Item 11-Equity Compensation Plan.

~~Our Bylaws permit us to exculpate, indemnify and insure certain of our~~ directors and ~~officer~~senior management equal to ~~the fullest extent permitted under the laws~~two percent (2%) of any capital raise, subject to prior repayment of the ~~State~~outstanding convertible loans and so long as the payment thereof would be part of ~~Delaware or other applicable law.~~the Company’s operating budget for a minimum period of 18 months. In addition, ~~we intend~~the Board agreed to ~~enter into indemnification agreements with our~~a bonus Company’s Chairperson of the Board, CEO, CFO, officers, directors and ~~officers, exculpating them~~senior management of 2% from ~~a breach~~operating profits which will become payable upon the fulfillment of ~~their duty of care to us to~~certain specified targets that the ~~fullest extent permitted by law and undertaking to indemnify them to the fullest extent permitted by law,~~Board will establish, subject to ~~certain exceptions,~~prior repayment of the outstanding convertible loans and so long as the payment thereof is from available funds and would be part of the Company’s operating budget for a minimum period of 18 months.

On August 15, 2021, the board of directors of Cannovation Center Israel determined to adjust the ~~extent~~compensation of the founder and chairperson, Ora Elharar Soffer, to $10,000 per month, and that ~~these liabilities~~of the chief financial officer, Ilanit Halperin, to $4,000 per month, and that of Ilan Ben-Ishay and David Kretzmer, directors, to $2,000 per month, in each case retroactive to July 1, 2021. These amounts would be paid at such time as they shall become due and payable from and as Cannovation Center Israel shall have available funds therefor.

The Company is not required to have independent directors, and as of the date hereof has not determined that any one or more of its directors is independent or not independent.

The immediate parent companies of the Company are ~~not covered by insurance.We also maintain directors’~~Citrine S A L Investment & Holdings Ltd, WealthStone Private Equity Ltd, and ~~officers’ liability insurance. Insofar as indemnification for liabilities arising under~~Beezz Home Technologies Ltd. Citrine S A L Investment & Holdings Ltd directly holds 402,512,771 shares of Common Stock of the ~~Securities Act, may be permitted to directors, officers or persons controlling us, we have been informed that~~Company, comprising 42.70% of the voting securities of the Company. WealthStone Private Equity Ltd directly holds 47,036,804 shares of Common Stock of the Company, and its total beneficial holding in the ~~opinion~~Company, including through shares it holds in Citrine S A L Investment & Holdings Ltd, is 26.34% of the ~~SEC such indemnification is against public policy as expressed~~voting securities of the Company. Beezz Home Technologies Ltd directly holds 65,851,526 shares of Common Stock of the Company, and its total beneficial holding in the ~~Securities Act and~~Company, including through shares it holds in Citrine S A L Investment & Holdings Ltd, is ~~therefore unenforceable.~~

~~See “ITEM 10. Directors and Executive Officers~~28.34% of the ~~Registrant~~voting securities of the Company. In addition, WealthStone Holdings Ltd, which fully owns WealthStone Private Equity Ltd, beneficially owns 26.34% of the voting securities of the Company, and ~~Corporate Governance.”~~Golden Holdings Neto Ltd, which owns 50% of WealthStone Holdings Ltd, beneficially owns 13.17% of the voting securities of the Company.

On February 15, 2022, the Board of ~~directors and the shareholders~~Directors of the Company ~~approved the appointment of~~dismissed Kesselman & Kesselman, ~~or Kesselman & Kesselman,~~certified public accountants, a member firm of PricewaterhouseCoopers International Limited ~~with offices located at Trade Tower, 25 Hamered Street, Tel-Aviv, 6812508 Israel,~~(“PwC”), as the Company’s independent registered public accounting firm. ~~We have been advised by Kesselman & Kesselman that it is an~~On February15, 2022, the Board appointed Somekh Chaikin, Tel Aviv, Israel, PCAOB ID 1057, a member firm of KPMG International as our independent registered public accounting firm, ~~with~~to audit the ~~PCAOB, and complies with the auditing, quality control and independence standards and rules~~consolidated financial statements of the ~~PCAOB.~~Company and its subsidiaries for the fiscal year ended December 31, 2021 and to re-audit the consolidated financial statements of the Company and its subsidiaries for the fiscal year ended December 31, 2020.

The following table presents the fees for professional audit services rendered by ~~Kesselman & Kesselman~~PWC for the audit of the Registrant’s annual financial statements for the year ended December 31, ~~2018~~2020 and ~~2017, respectively.~~KPMG for 2021.

TheConsolidated Financial Statements filed as part of this annual report are identified in the Index to Consolidated Financial Statements on page F-1 hereto.

Financial Statement Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.

Thefollowing documents are filed as exhibits to this report on Form 10-K or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned.

KNOW ALL PERSONS BY THESE PRESENT: That the undersigned officers and directors of ~~TechCare~~Citrine Global, Corp. do hereby constitute and appoint each of ~~Zvi Yemini~~Ora Elharar Soffer and ~~Tali Dinar~~Ilanit Halperin as the lawful attorney and agent with power and authority to do any and all acts and things and to execute any and all instruments which said attorney and agent determines may be necessary or advisable or required to enable ~~TechCare~~Citrine Global, Corp. to comply with the Securities and Exchange Act of 1934, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this report. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this report or amendments or supplements thereto, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or either of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Delaware		68-0080601
(State of Incorporation)		(I.R.S. Employer Identification No.)

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

~~Item~~		~~Description~~	Page
PART I
		~~PART I~~
ITEM 1. BUSINESS			4
~~ITEM 1.~~		~~BUSINESS~~	4
ITEM 1A.		RISK FACTORS	1025

ITEM 1B.		UNRESOLVED STAFF COMMENTS	1936
~~ITEM 2.~~		~~PROPERTIES~~	19
ITEM 2. PROPERTIES	36

ITEM 3.		LEGAL PROCEEDINGS	1936

ITEM 4.		MINE SAFETY DISCLOSURES	1936

		PART II

ITEM 5.		MARKET FOR REGISTRANT’S COMMON EQUITY, ~~AND~~ RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	2036
~~ITEM 6.~~		~~SELECTED FINANCIAL DATA~~	21
ITEM 6. RESERVED	37

ITEM 7.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL ~~CONDITIONS~~CONDITION AND ~~PLAN~~RESULTS OF ~~OPERATION~~OPERATIONS	2137

ITEM 7A.		QUANTITATIVE AND QUALITATIVE ~~DISCLOSURE~~DISCLOSURES ABOUT MARKET RISK	2440

ITEM 8.		FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	2541

ITEM 9.		CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	5042

ITEM 9A.		CONTROLS AND PROCEDURES	5043

ITEM 9B.		OTHER INFORMATION	5143

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION		44
		~~PART III~~
PART III

ITEM 10.		DIRECTORS, ~~AND~~ EXECUTIVE OFFICERS ~~OF THE REGISTRANT~~ AND CORPORATE GOVERNANCE	5244

ITEM 11.		EXECUTIVE COMPENSATION	5546

ITEM 12.		SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	5950

ITEM 13.		CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	6151

ITEM 14.		PRINCIPAL ~~ACCOUNTING~~ACCOUNTANT FEES AND SERVICES	6356

PART IV
		~~PART IV~~

ITEM 15.		EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	6457

ITEM 16. FORM 10-K SUMMARY	58

~~SUMMARY~~SIGNATURES		6559

	●	We are leveraging technology and research and focus on developing plant-based wellness and pharma solutions to improve quality of life and complementary products for balancing selected side effects caused by medicines and treatments, cannabis, aging, stress, and an ~~exclusive distributor of our Novokid® product line in Israel;~~unbalanced lifestyle

●	~~Launched Novokid® in Israel during late May 2018 through Super Pharm, Israel’s largest~~●	We have the ability to develop innovative products and ~~leading drugstore chain, accompanied by a radio~~solutions that meet customer and ~~digital brand awareness and marketing campaign;~~market needs

●	~~Expanded~~●	We develop our ~~sales points in Israel~~IP strategy by building patent portfolio, clinical studies, and ~~penetrated to additional pharmacies and various online outlets;~~regulatory approvals

	●	~~Contracted~~We have a leading experienced team and ~~setup production facilities~~partners with proven track record in ~~China~~technology, high-tech and ~~Israel through sub-contractors;~~biotech and proven experience in bringing companies to global success

●	~~Showcased Novokid® in CPhI Madrid, the world’s leading pharma tradeshow, held in Madrid, Spain, during October 2018; and~~

●	Entered into a joint venture agreement with a Chinese partner for the formation of a Chinese joint venture intended to focus on the development of comprehensive and broad range of health, wellness, beauty and home products for customers by utilizing our patented technology of vaporization of natural and plant-based compounds;

	●	Increasing attention to health and prevention by the consumers
	●	Greater customization of needs for different segments of the population
	●	Increased health care costs and search for alternatives to cure specific problems
	●	The growth in demand for supplements is mainly driven by probiotic supplements, Fatty Acids (i.e. fish oils) and protein supplements
	●	~~Obtain FDA approval through our OEM distributor;~~
		Herbal/Botanical Supplements usage has emerged as a popular complementary and alternative medicine or supplement to modern medicine
	●	~~Prepare and implement a manufacture cost reduction program, allowing us to reduce~~Rising consumer awareness regarding the severity of digestive disorders, stimulate the growth of the Enzymes segment.

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
-		-		-

	●	Distribution and global logistics center
	●	International Visitor Complex including a conference center and museum

	●	Sales of our proprietary products including Green Side by Side with local partners and distribution channels in Israel & worldwide according to local regulations.
	●	Commercialization and licensing our IP, products & brands.
	●	Green Vision Center operations
	●	Mergers & acquisitions and strategic partnership activities

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

	(i)	The 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 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.

	●	The nutritional supplements market is expected to reach USD 624.7 billion by 2030¹².
	●	The superfoods market is expected to reach USD 287.7 billion by 2027¹³.
	●	The legal cannabis market is expected to reach USD 70.6 billion by 2028¹⁴.
	●	The botanical and plant-derived drug market is expected to reach USD 53 billion by 2026¹⁵.
	●	The natural cosmetics market is expected to reach USD 20.8 billion by 2027¹⁶.

	●	Headaches
	●	Dry mouth and dry eyes
	●	Lightheadedness and dizziness
	●	Drowsiness
	●	Fatigue
	●	Nausea and vomiting
	●	Disorientation
	●	Hallucinations
	●	Increased heart rate
	●	Increased appetite
	●	Impaired attention, judgement, and coordination
	●	Worsened manic symptoms in people who have bipolar disorder
	●	Increased risk of depression or worsen depression symptoms
	●	Increased risk of psychosis in people who have schizophrenia
	●	Impaired memory and cognitive function
	●	Harmful cardiovascular effects, such as high blood pressure
	●	Worsened respiratory conditions
	●	Adverse interactions with Alcohol, Anticoagulants, and more.

●	Manufacturing botanicals & nutritional supplements
●	Manufacturing pharma plant-based products & botanical drugs
●	Manufacturing cannabis, cannabinoids, and related products
●	Manufacturing natural cosmetics
●	Manufacturing healthy snacks & beverages
●	Research and development lab for product development, clinical trials, and testing.

●	Quality control lab (QC)
●	Distribution area for local and global distribution and logistics services
●	Management & consultants’ offices
●	International Visitor Complex training center and conference center

	●	Production & sales of our branded products
	●	Production & services to third parties
	●	Full turnkey solutions for all the services that the center can provide, including R&D, QA, production, market positioning, sales, and more
	●	Potential partnerships and other collaborations with international companies in the wellness and pharma industries that are interested in establishing an innovation and production infrastructure in Israel
	●	Mergers & acquisitions and strategic partnership activities
	●	Partnerships based on models of profit sharing, and more

●	Israel is well positioned as a leader in technology with a critical mass of technology companies, researchers, and scientists²⁶.
●	Israel is considered a pharma powerhouse and a world leader in clinical trials due to its advanced regulatory environment and local experience²⁷.
●	The Israeli government views technological innovation a major growth engine for the Israeli economy and supports it.
●	Our headquarters, top executives and strategic partners are based in Israel, where we have been operating for years and have a strong network with Israeli companies, universities, labs, entrepreneurs, and businesses.
●	We acquired land in the south of Israel, backed by government support, to build the Green Vision Center™, a first-of-its-kind production and innovation center for plant-based wellness & pharma products.

●	Developing wellness plant-based product portfolio across the range from scientific and research-based plants, such as herbal extracts, medicinal mushrooms, and other natural ingredients
●	Developing complementary products portfolio for balancing selected side effects caused by medicines, treatments, cannabis, aging, stress, and an unbalanced lifestyle
●	Expanding the Green Side by Side ^TM product line
●	Researching and developing pharma solutions with the mission of developing plant-based medicines and botanical drugs
●	Building patent portfolio
●	Building clinical trials program & portfolio
●	Registering products for regulatory approval on a country-by-country basis
●	Building the infrastructure for production and innovation centers to leverage IP & competitive advantage in developing and manufacturing wellness to pharma plant-based products
●	Currently the Green Side by Side product line does not include any cannabis, cannabinoid, or cannabis related components. However, pending changes in the regulatory and market landscape, we may consider developing cannabis, cannabinoid, and related products.

	●	~~Launch Novokid® on Amazon.uk;~~Our presence in Israel combined with our close contacts with leading universities, researchers and companies powers us with the latest technologies, talent, and innovation and to offer innovative solutions to the global market.

	●	~~Finalize additional engagements~~Potential partnerships and other collaborations with ~~distributors~~international companies in ~~Europe~~the wellness and ~~Latin America;~~pharma industries

●	Growing applications in diseases
●	Growing FDA approvals
●	Technological development in the manufacturing ~~and procurement costs~~process
●	Rising demand for ~~our Novokid® product.~~traditional medicines
●	Growing focus on natural source medicines

	●	~~Launch Shine through Kickstarter, following by a launch in the United States, Europe and China;~~

	●	~~Develop new capsules for personalized treatment, such as dry hair and curly hair; and~~

	●	~~Obtain Regulatory approval and registration of Shine, as a cosmetic product, in Europe, the United States and China.~~

	●	~~Establishment of a Chinese entity in accordance with a joint venture agreement entered between the Company and China-Israel Biological Technology Co. Ltd. on January 21, 2019; and~~

	●	~~Explore in which medical dermatology indications our technology may have an added value.~~

~~Patents~~	~~Jurisdiction~~	~~Each patent’s relevance to the program~~	~~Date and status of registration~~

~~EP 2 438 830 B1~~	EU	~~Treating lice with gaseous compounds in airtight space.~~	~~Approved on July 16, 2014~~
~~US 9/307820 B2~~	~~U.S.~~	~~Treating lice with gaseous compounds in airtight space.~~	~~Approved on April 12, 2016~~
~~US 15/438842~~	~~U.S.~~	~~Treating an object with gaseous compounds in an airtight space.~~	February 22, 2017 *
~~US 62661868~~	~~U.S.~~	~~A capsule for the vaporization of liquid~~	April 24, 2018 *

	●	sales and marketing, including expanding our indirect sales organization and marketing programs;
	●	planning and conducting clinical trials to obtain regulatory approval/clearance for the commercialization of our products;
	●	expansion of our operations and infrastructure, both domestically and internationally; and
	●	general administration, including legal, accounting and other expenses related to being a public company.

	●	the timing of regulatory commercial sale approvals for our products in various stages of development;
	●	our ability to successfully establish our business model;
	●	our ability to attract and retain distribution networks, customers and to expand our business;
	●	enacted or pending legislation effecting our industry;
	●	changes in our pricing policies or those of our competitors;
	●	the timing of our recognition of revenue and the mix of our revenues during the period;
	●	the amount and timing of operating expenses and other costs related to the maintenance and expansion of our business, infrastructure and operations;
	●	the amount and timing of operating expenses and other costs related to the development or acquisition of businesses, services, technologies or intellectual property rights;
	●	the timing and costs associated with legal or regulatory actions;
	●	changes in the competitive dynamics of our industry, including consolidation among competitors or customers;
	●	loss of our executive officers or other key employees;)
	●	industry conditions and trends that are specific to the vertical markets in which we sell or intend to sell our devices; and
	●	general economic and market conditions.

	●	~~competition;~~

	●	~~need for acceptance of our product;~~

	●	~~ability to develop a brand identity;~~

	●	~~ability to anticipate and adapt to a competitive market;~~

	●	~~ability to effectively manage rapidly expanding operations;~~

	●	~~amount and timing of operating costs and capital expenditures relating to expansion of our business, operations, and infrastructure; and~~

	●	d~~ependence upon key personnel to market and sell our products and the loss of one of our key managers may adversely affect the marketing of our products.~~

	●	o~~ur inability to raise additional capital to fund our operations, whether through the issuance of equity securities or debt;~~

	●	o~~ur failure to successfully implement our business objectives and strategic growth plans;~~

	●	c~~ompliance with ongoing regulatory requirements;~~

	●	m~~arket acceptance of our products;~~

	●	c~~hanges in government regulations;~~

	●	g~~eneral economic conditions and other external factors;~~

	●	a~~ctual or anticipated fluctuations in our quarterly financial and operating results; and~~

	●	t~~he degree of trading liquidity in our common stock.~~

	●	our quarterly or annual operating results;

	●	changes in our earnings estimates or the failure to accurately forecast and appropriately plan our expenses;

	●	failure to achieve our growth expectations;

	●	failure to attract new customers or retain existing customers;

	●	the effect of increased or variable competition on our business;

	●	additions or departures of key or qualified personnel;

	●	failure to adequately protect our intellectual property;

	●	costs associated with defending claims, including intellectual property infringement claims and related judgments or settlements;

	●	changes in governmental or other regulations affecting our business;

	●	our compliance with governmental or other regulations affecting our business; and

	●	changes in global or regional industry, general market, or economic conditions.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)		Weighted-average exercise price of outstanding options, warrants and rights (2)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) (3)
Equity compensation plans approved by security holders		___		___		___

Equity compensation plans not approved by security holders		3,328,185	$	0.0001

Total		3,328,185	$	0.0001		2,000,000

(1)	Represents shares of common stock issuable under our 2017 ~~plan~~and 2018 Employee Incentive Plan and upon exercise of outstanding options to purchase ~~3,328,185~~23,582,200 shares of common stock.

(2)	The weighted average remaining term for the expiration of remaining stock options is 32 years.

(3)	Represents shares of common stock available for future issuance under ~~our~~equity compensation plans. “Equity Compensation Plan” under Item 11 hereof contains a description of the material features of the 2017 Employee Incentive Plan and the 2018 Stock Incentive ~~Plan which has replaced our 2017 plan. No additional awards will be made under the 2017 plan, however there are outstanding awards under subject to it.~~Plan.

	Year Ended
	December 31,
	2021			2020
	U.S. Dollars in thousands
Revenues		-			12
Cost of sales		-			(14	)
Gross loss		-			(2	)
Research and development expenses		(96	)		(17	)
Marketing, general and administrative expenses		(3,239	)		(8,350	)
Gain from deconsolidation of a subsidiary		-			52
Operating loss		(3,335	)		(8,317	)
Financing expenses, net		(1,181	)		(322	)
Net loss		(4,516	)		(8,639	)

~~Report of Independent Registered Public Accounting Firm~~	26
~~Consolidated Financial Statements for the Years Ended December 31, 2018 and 2017~~
~~Consolidated Balance Sheets~~	27
~~Consolidated Statements of Operations and Comprehensive Loss~~	28
~~Consolidated Statements of Stockholders’ Equity~~	29
~~Consolidated Statements of Cash Flows~~	30
~~Notes to Consolidated Financial Statements~~	~~31-49~~

	Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-2

CONSOLIDATED FINANCIAL STATEMENTS:
Consolidated Balance Sheets as of December 31, 2021 and 2020	F-3
Consolidated Statements of Operation and Comprehensive Loss for the years ended December 31, 2021 and 2020	F-4
Statements of Changes in Shareholders’ Equity (Deficit) for the years ended December 31, 2021 and 2020	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020	F-6
Notes to Consolidated Financial Statements	F-8 – F-35

~~/s/ Kesselman & Kesselman~~/s/ Somekh Chaikin
~~Certified Public Accountants (Isr.)~~
~~A member firm of PricewaterhouseCoopers International Limited~~

~~Tel Aviv, Israel~~
~~March 28, 2019~~