~~TECHCARE~~CITRINE GLOBAL, CORP.

(Exact Name of Registrant As Specified In Its Charter)

Registrant’s Telephone Number, Including Area Code: + ~~(972) 73 7600341~~97298851422

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 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 ~~May 7, 2020,~~June 30, 2021, the aggregate market value of the common stock held by non-affiliates of the registrant was approximately ~~$97.5~~ $6.752million based on the closing price of ~~$0.197~~$0.027 per share of the Registrant’s common stock on ~~May 7,~~June 30, 2020.

The registrant had ~~494,721,815~~ 942,568,006shares of common stock outstanding as of ~~May 7, 2020.~~April 8, 2022.

The registrant is relying on the Securities and Exchange Commission’s Order under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions from the Reporting and Proxy Delivery Requirements for Public Companies (Securities and Exchange Commission Release No. 34-88465 dated March 25, 2020), which concerns exemptions from certain filing deadlines in light of coronavirus disease 2019 (COVID-19). The registrant could not file this Annual Report on Form 10-K for the fiscal year ended December 31, 2019 on a timely basis because the outbreak of COVID-19 in Israel and attendant restrictions on life in Israel, which included, among others, our team and advisors being required to work from home, combined with the additional workload involved in completing the transactions reported by the Registrant during the first quarter of this year for the issuance and sale of shares in the Registrant and the sale of shares in its subsidiary Novomic Ltd, caused delays in completing the required work.

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, 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 plant-based wellness & pharma solutions company. Our business activity is primarily comprised of developing wellness and ~~Corporate Background~~pharma solutions, focused on science backed plant-based products to improve quality of life and complementary solutions for balancing side effects caused by using medicines, cannabis, treatments, or an unbalanced lifestyle.

~~Prior~~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 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, 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 universities, researchers, companies, shareholder and governmental support powers us to access the latest technologies, talent, and innovation to bring innovative solutions to the ~~Company’s quarterly report~~global market.

Our mission is to become a leading company for ~~the period ended September 30, 2019 the Company’s Board~~plant-based wellness & pharma solutions to improve people’s quality of ~~Directors was exploring strategic alternatives~~life.

Developing & Bringing Plant-Based Wellness & Pharma Products to ~~enhance stockholder value,~~Market

We are developing plant-based solutions which ~~the Company reported in the quarterly report might~~ include ~~future acquisitions, a merger with another company, a potential sale~~products for improving quality of ~~certain assets, including the Company’s wholly owned subsidiary Novomic Ltd., a private company organized under the laws of the State of Israel (“Novomic”),~~life and complementary solutions for balancing selected side effects caused by using medicines, cannabis, treatments, or ~~the sale of the Company as a public shell company.~~

~~Until~~an unbalanced lifestyle. In December 31, 2019, the Company had incurred accumulated losses of approximately $10.6 million, and based on the projected cash flows and Company’s cash balance, the Company’s management was of the opinion that without further fundraising it would not have sufficient resources to enable it to continue advancing its activities including the development, manufacturing, and marketing of its products. The Company’s management had plans including the continued commercialization of the Company’s products, to continue taking cost reduction steps and securing sufficient financing, however, it was also exploring strategic alternatives as detailed above.

During 2019 Company made various efforts to increase sales of its product Novokid® in Europe and Israel, and to receive U.S. Food and Drug Administration (“FDA”) approval to sell in the USA. However, the Company’s sales efforts, including in Israel through Super Pharm, and in the Netherlands, and through Amazon UK, did not yield the forecasted outcomes. The Company’s USA OEM agreement failed to result in FDA approval or USA sales. The Company failed to enter into additional engagements with distributors in Europe and Latin America. The Company also failed to launch its product Shine. In January 2019 the Company entered into a joint venture agreement with a Chinese partner for the formation of a Chinese joint venture intended to focus on2021 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, anda ~~comprehensive~~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 activity in the Israeli market as well as distribute worldwide with local partners and according to local regulations. Green Side by Side is positioned to capture market share in the nutritional supplements market that is expected to reach $625 billion by 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 ~~health,~~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 ~~beauty~~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 ~~home~~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, 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 ~~customers by utilizing its patented technology~~the development and production of ~~vaporization of natural~~botanical and plant-based ~~compounds. While~~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).

Green Vision Center is a ~~Chinese entity was established~~first-of-its-kind center that combines:

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 ~~accordance~~Israel combined with our close contacts with leading universities, researchers, companies, shareholder and government support empowers us to access the ~~joint venture agreement, only~~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 ~~the amount envisaged~~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 ~~be invested~~build infrastructure for business development and sales with local teams in North America and Europe.

Our strategy for generating revenue streams in the ~~Company by ICB Biotechnology Investments Ltd in connection with the joint venture was invested~~near term and ~~on September 19, 2019 its nominated director Ningzhou Zhang resigned from the board of directors of the Company.~~future include:

On ~~November 21, 2019, in light of the above,~~January 6, 2020, our predecessor company, TechCare Corp., a Delaware corporation (“TechCare”), and absence of any improvement in the situation, and after the board of directors of the Company reached the conclusion that the Company would not be able to successfully commercialize any products or secure sufficient financing, the Company entered into a Memorandum of Understanding with Citrine S A L Investment & Holdings ~~Ltd~~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 the ~~buyer”~~AR Citrine 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”) ~~which provided~~, 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 ~~issuance and sale~~second tranche of aup to the remaining number of shares of common stock ~~of the Company which after the transaction would result~~that resulted in ~~the buyer holding~~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,~~Company’s previously approved amendment to its First Amended and Restated Certificate of Incorporation to increase the ~~sale by the Company of 90% of its shares in Novomic.~~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 ~~is expected to be~~was completed ~~during~~on May 14, 2020 (the “Novomic Divestment”), and for the issuance and sale of a number of shares equal after the issuance to 95% of the fully diluted capital stock of the Company to Citrine S A L Investment & Holdings Ltd and a group of related persons and entities (the “TechCare Transaction”). Citrine S A L Investment & Holdings Ltd carried out extensive due diligence appropriate for the acquisition of a public company divesting its activities, and obtained from the Company’s sellers detailed representations and warranties. Traistman Radziejewski Fundacja Ltd is controlled by Oren Traistman, whoGroup, which was ~~a director of the Company until February 27, 2020.~~

Onamended on February 23, 2020, ~~the Company entered into an agreement amending and restating the January 6, 2020 agreement concerning the TechCare Transaction, which provided~~to provide for the issuance and sale of the shares in ~~stages. Pursuant to~~stages (the “Citrine Global Transaction”). Shares of the Company were issued and sold in accordance with this amended agreement ~~on February 27, 2020 a number of shares was issued~~ to Citrine S A L Investment & Holdings Ltd which was insufficient to cause a change in control of the Company - which would at that time have invalidated the Company’s Directors and Officers insurance – but which did cause to come into effect the resignation of the board of directors of the Company and the appointment of a new board nominated by Citrine S A L Investment & Holdings Ltd. The board of the directors of the Company has accordingly sinceGroup on February 27, 2020, ~~been composed~~March 5, 2020, and, after the Company amended its Certificate of ~~three nominees~~Incorporation to increase its authorized share capital, on November 11, 2020.

On February 27, 2020, the resignations of ~~Citrine S A L Investment & Holdings Ltd, namely~~all then serving directors became effective, and the appointments of Ora ~~Meir~~Elharar Soffer, Ilan Ben-Ishay, and Ilanit ~~Halperin.~~Halperin as new directors became effective. Zviel Gedalihou was appointed as Chief Financial Officer of the Company on March 17, 2020, and was replaced in that role by Ilanit Halperin on May 27, 2020, and Ora ~~Meir~~Elharar Soffer was appointed Chief Executive Officer of the Company on May 7, 2020. ~~The~~Doron Birger was appointed as a fourth director on September 3, 2020.

As of March 31, 2022, the Company has one wholly-owned subsidiary, Citrine Global Israel, a company incorporated in Israel with registration number 516201159, which holds 60% of the share capital of Cannovation Center Israel Ltd., 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 “Buyer”), all of which are affiliated with the Company. Under the CL Agreement, the Buyer agreed to purchase, and the Company agreed to issue and sell, for up to 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 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 B warrants, in each case at a per share exercise price of $0.10.

On August 13, 2021, the Company and Citrine 8 LP. Citrine High Tech 7 LP and Citrine 9 LP, the holders of $1,520,000 in principal amount 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, is also the Chief Financial Officer of Intelicanna, and Doron Birger, a director of ours, is the chairman of the board of directors of Intelicanna effective April 2021. The share exchange agreement provided 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 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 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 ~~payroll liabilities at present.~~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 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 5,31, 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, ~~additional~~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 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 ~~causing~~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 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 the filing with the Secretary of the State of Delaware, which both were not completed as of the date of the filing of this annual report.

Our registered office address in the State of Delaware is c/o Business Filings Incorporated, 108 West 13^th St., City of Wilmington, County of Newcastle, Delaware 19801, and the address of 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 common stock is traded in the United 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 a plant-based wellness & pharma solutions company. Our business activity is primarily comprised of developing wellness and pharma solutions, focused on science backed plant-based products to improve quality of life and complementary solutions for balancing side effects caused by using medicines, cannabis, treatments, or an unbalanced lifestyle.

The global health and wellness market is expected to reach USD 7.6 trillion by 2030, growing at a CAGR of 5.5% from 2021 to 2030⁸ with growing awareness of health and wellness solutions for improving people’s quality of life⁹. 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 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 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.

Citrine S A L, which has been operating for years in the Israeli market through technology companies and ~~its group~~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 ~~related persons~~Health. As part of our activity with iBOT Israel Botanicals we are developing and ~~entities~~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 ~~owners~~a leading company for plant-based wellness & pharma solutions to improve people’s quality of ~~90.6%~~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 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 are associated with the use of medicines, treatments and the use of cannabis and related products¹⁷.

Natural plant-based products show great promise in improving quality of life and can 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 treatment 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 ~~fully diluted capital stock~~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.

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.

We have commercially started selling the products with a local Israeli partner that is targeting medical cannabis distribution channels and we plan to expand our activity in the Israeli market as well as distribute worldwide with local partners and according to local regulations. Green Side by Side is positioned to capture market share in the nutritional supplements market that is expected to reach $625 billion by 2030²⁵.

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

All image rights are reserved to the Company and ~~resulting~~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 city in southern Israel, to build Green Vision Center Israel. 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 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 ~~change~~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 reserved to 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 ~~Company. The Company~~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 ~~working~~ to ~~complete~~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 ~~issuance~~world.

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

A core part of our strategy includes building a ~~number~~worldwide network with local teams, partners, subsidiaries, Green Vision Centers, strategic partnerships, collaborations, and mergers & acquisitions of ~~shares equal after the issuance~~technology and distribution companies. Initially, we are planning to upbuild infrastructure for business development and sales with local teams in North America and Europe.

Our growth strategy includes mergers & acquisitions of 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 ~~95% of the fully diluted capital stock of the Company by amending its Certificate of Incorporation to increase its authorized share capital and then issuing additional shares.~~market.

~~The Company continues~~Our product roadmap includes the development of plant-based products to ~~sell the Novokid® product both through online~~improve quality of life and ~~physical sales channels, including through its own website, Amazon.uk,~~complementary solutions for balance selected side effects caused by medicines, treatments, cannabis, aging, stress, and ~~Super Pharm’s physical outlets, with its principal markets being the United Kingdom, Europe~~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

At the time of the publication of this annual report, Novomic was a technology company engaged in the design, development and commercialization of a unique delivery platform utilizing vaporization of various natural compounds for multiple health, beauty and wellness applications. Its delivery platform was proprietary and patented. Its product offering included 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 its soft launch of Novokid® in the Netherlands, the Company expanded its 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, its Israeli distributor, specializing in health and wellnessresearch, we are focused on developing products while representing leading brands. The Company showcased Novokid® and met potential additional distributors and partners at CPhI Worldwide, a renowned and leading pharma tradeshow held in Madrid during October 2018.

On February 8, 2016, the Company signed a Merger Agreement (the “Merger Agreement”) with Novomic and a Shareholders’ Agreement with the Novomic’s shareholders (the “Shareholders’ Agreement”). The Merger Agreement was by and between the Company,portfolio based on ~~the one hand, and Novomic~~rigorous scientific research ranging from synergistic botanicals, herbal extract tinctures, medicinal mushrooms together with ~~YMY Industry Ltd., or YMY,~~plant extracts, botanical formulations from seeds, roots, bark, fruits and Microdel Ltd. or Microdel, the latter two of which are hereinafter referred to as the “Novomic Founders,” on the other hand. On August 9, 2016, the Company consummated the merger under the Merger Agreement (the “Merger”) and Novomic became a wholly-owned subsidiary of the Company. Upon closing of the Merger, the former Novomic shareholders owned approximately 73.52% of the Company’s 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, and the Merger was accounted for as a reverse merger. In connection with the closing of the Merger Agreement, the Company (i) changed its name from BreedIT Corp. to TechCare Corp.; (ii) subjected the 149,219,173 outstanding shares of the Company’s common stock to a reverse split on a one-for-thirty (1:30) basis, resulting in 4,973,972 outstanding shares of common stock; and (iii) authorized ten million (10,000,000) shares of preferred stock, par value $0.0001, which may be issued in one or more classes or series, having such designations, preferences, privileges and rights as our board of directors may determine.

Novomic was incorporated as a private limited liability Company in Israel in 2009. Since inception, Novomic has been a technology company engaged in the design, development and commercialization of a platform that vaporizes liquids from a contained capsule into a treatment area, utilizing its proprietary intellectual property rights.

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 treatments in the US and they are now referred to as “super-lice”. Most current treatments contain pesticides, alcohol or silicone, which are all associated with 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® was a non-pesticide, natural, plant-based and eco-friendly solution that eliminated lice and super lice with a 10 minute dry treatment. This compares with current treatments that require 20-40 minutes of shampooing and combing. At the time of publication of this report, Novomic’s treatment was fast, dry, clean, and easily administered at home or on the go. Novokid® could also be used as a maintenance treatment if used regularly. The Company’s products were all based on its proprietary and patented vaporization platform, which was developed over a period of seven years.

Shine used a patented vaporization process and formulation to clean, treat and improve the appearance of the hair and scalp. In addition to removing the residue, the treatments balanced the hair’s pH levels, added body and shine, defined curls, and strengthened and protected hair from further damage. The Company believed that the Shine treatment was user friendly, requiring the user to connect the Shine capsule to a designated tube, place the attached cap on their head and sit for a 10-minute treatment. There was no need to rinse or shampoo following the treatment. The treatment was 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 was expected to reach $116 billion by 2024, registering a compound annual growth rate (CAGR) of 3.35%. The Company’s products were all based on its proprietary and patented vaporization platform, which was developed over a period of seven years.

While the vaporizer for Novokid® was designed to be a one-time purchase, the head cap and the capsules were designed to be sold separately based on the “razor-blade” business model (the initial sale of the introductory kit accompanied by the recurring sales of the capsules and head cap). However, the Company nevertheless failed to meet its sales forecasts.

The Company manufactured its products through third party manufacturers in Israel and China. The Novokid® vaporizer was manufactured in China by a local manufacturer, which also handled assembly, integration and quality assurance for the vaporizer and manufactured the cap and the ancillary components of the Novokid® kit. The Novokid® treatment capsules were manufactured and filled in Israel by third party contractors. The Company’s board of directors decided during 2019 to suspend all all production.

~~The Company incurred $404 thousand on~~Our research and development ~~during~~program includes:

Following investigation of the ~~past two years, $115 thousand~~side effects of medicines, cannabis, and treatments, in ~~2019~~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 ~~$289 thousand in 2018.~~ 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 ~~Company’s board~~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 ~~directors decided during 2019~~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 ~~suspend all research~~bring new products to market leveraging and ~~development activity.~~generating revenues. Our plan is to release to market several product lines and brands for the wellness and pharma industry.

~~Intellectual Property~~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.

~~Below is~~Our strategy for generating revenue in the ~~list of patents registered to Novomic:~~near term and future 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

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, ~~process.~~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. ~~Government Regulation~~Regulatory Toxicology and Pharmacology, 114, p.104647.

The ~~Company’s head lice~~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 treatment ~~was subject~~³⁰.

The plant-based products market is booming with health-conscious consumers spending more on natural products, ranging from nutraceuticals, natural superfoods, beverages, cosmetics to ~~regulation~~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 ~~from CE (which approval was obtained)~~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

The global legal cannabis market size is expected to reach USD 70.6 billion by 2028 driven mainly by increased legalization of cannabis for medical and adult-use and the ~~FDA (which approval~~growing adoption of these products for the treatment of 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 ~~not obtained)~~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 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 ingredients of plant origin. The absence of chemical compounds and animal-by products are specifically suited to sensitive skin people. The natural cosmetic products are biodegradable and environmentally friendly. Many companies in the 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 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 Growing at 6.9% CAGR, Market Size, Share, Statistics, Cosmetics Industry Trends, Leading Company ~~failed~~Profiles, Forecast & Estimations to ~~obtain FDA approval for its Novokid® product.~~2027. [online]

⁴⁹Mynewsdesk. 2022. Vegan Cosmetics Market is Growing at 6.9% CAGR, Market Size, Share, Statistics, Cosmetics Industry Trends, Leading Company Profiles, Forecast & Estimations to 2027.

We currently engage 18 employees ~~on a part-time (50%) basis, one of them being Novomic’s Chief Financial Officer Tali Dinar,~~ and ~~and two~~ service providers, ~~one~~working in various fields of ~~them being Idan Traistman in~~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 ~~role of Chief Executive Officer, and one being Shlomi Arbel in the role of legal advisor.~~required services.

~~Novomic was~~We are subject to Israeli labor laws and regulations with respect to ~~its~~our employees located in Israel. These laws and regulations principally ~~concerned~~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. ~~Novomic’s~~Our employees ~~were~~are not represented by a labor union. ~~Novomic considered its~~We consider our relationship with ~~its~~our employees to be good. ~~At the time of the Novomic Divestment, Novomic had~~To date, we have not experienced any work stoppages.

~~The Company’s website address ishttp://www.techcareltd.com/. It is expected that this will be updated in the near future towww.citrine-global.com~~.

~~Following the recent change of control over the Company, we started a new business.~~ Our vision is to be a powerhouse for high-growth technology companies via our business and financial expertise. To better align our name with the new business, we decided to change the name of the Company to Citrine Global, Corp. We filed a preliminary Schedule 14(C) in connection with the name change and expect the name change to take effectAnnual Report on ~~or about May 28, 2020. On or about the same time, we expect to also start trading under a new ticker symbol. We will file a current report~~Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, ~~once~~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 ~~new name~~Securities and ~~new ticker symbol become effective.~~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.

~~We are focused on creating value~~Our common stock is listed and ~~implementing expansion strategies for growth-stage technology companies.~~

We aim to support local and global expansion of our client companies. We plan to bolster high-growth technology companies via an array of services, with the ability to customize them to each company’s needs - from assistance with strategic business planning to solving real estate-related and finance issues.

We offer multi-strategy solutions combining strategic marketing, business development, real estate and asset management services and financing solutions. Such wide spectrum of services is targeted at helping create an integrated strategy that supports our client companies in achieving their local and global expansion ambitions.

~~We seek to work proactively and collaboratively with our clients in order to allow them to scale quickly and achieve their milestones.~~

We believe the health, wellness and food tech fields are demonstrating high growth potential and are therefore primarily focused on these sectors. We plan on empowering innovative companies to become global leaders and improve the health and quality of life of as many people as possible worldwide.

~~We offer a mix of business development services, asset and real estate support and financing solutions to help our client companies achieve their growth potential.~~

Potential client companies we review will receive financing after successful completion of due diligence and evaluation of legal, IP, financial, technological, business, equity/collateral secured loans, shares, sales, assets and real estate aspects in order to minimize risk.

The Company seeks to work proactively and collaboratively to achieve the best possible results. Through our offices and partners around the world, we believe we have the platform to achieve our goals. Our global network of partners and advisers has vast experience in working with start-ups and growth-stage companies helping them create strategic growth plans and present unique, strategic partnership options using a global professional network.

The Company’s partners and managers are all experienced investors and top-level managers that held high level positions in leading companies. They place at the Company’s disposal their network, experience and expertise and offer deep industry know-how in emerging technology markets, to achieve the growth goals and global success our client companies strive for.

~~The Company’s services range from assistance with strategic business planning to operational execution and financing, customized for the needs of each client company.~~

~~Business development, creating synergistic partnerships, assisting managements build a strategy and set milestones, assist in finding M&A targets and in paving the way for a public offering.~~

●~~The Business~~ ~~– assisting the company management in building strategic analysis, business modelling, sales strategies, brand positioning, process development, and milestones for global success.~~

●~~Optimize Product Strategy~~ ~~- we bring marketing and industry experts to perfect product strategies.~~

●~~Ramp up Sales Force~~ ~~- having scaled businesses globally, our team assists in further sales ramp-up.~~

●~~Expand Globally~~ ~~- assisting the company management in building strategy and milestones for global success.~~

●~~Preparation for Investment~~ ~~- support with financial valuations, preliminary negotiations for investment, mergers, IPO and more.~~

● ~~Local and International Networking~~ ~~- market development with the support of our partners and business network, we help our companies access international markets.~~

●~~The Board~~ ~~- provide board advisory support and assist in finding the right team.~~

● ~~The Team~~ ~~- our extensive network allows us to find the right team and recruit top talent.~~

●~~Public Capital~~ ~~- as a publicly~~ traded ~~company we help with solutions adapted to public trade.~~

●~~Streamline Operations~~ ~~- with a strong operational background, we assist in improving operations.~~

●~~Scale Infrastructure~~ ~~- we want our businesses to be references in terms of their infrastructure.~~

●~~Asset and Real Estate~~ ~~- provide solutions for companies’ real estate and assets to support their local and global expansion.~~

Provide solutions for companies’ real estate-related needs, whether it is an office space, a lab or a greenhouse, we will assist the company in finding the right real estate at the right place and provide ongoing management services to these assets - all with the aim to enable our client companies to focus on the ~~core aspects of their business and create value to their shareholders.~~Over-the-counter market OTCQB under the symbol “CTGL.”

~~Assist client companies in finding potential sources of financing for their businesses, whether by connecting them to third party investors or making an investment ourselves, or both.~~

~~Growth stage technology companies in the fields of healthcare and wellness with high growth potential.~~

~~● Addressable global market, competition and potential for international partnerships, mergers, and strategic investments~~

~~The Company intends to initially focus on Israeli companies through its Israeli arm, which is being incorporated these days.~~

~~We primarily target growth-stage technology companies focused on health and wellness solutions.~~

The health and wellness industry is growing consistently and rapidly on a global scale, consisting of over 10% of the global GDP. Health and wellbeing tops consumer agendas creating addressable target markets of trillions of dollars.¹ The digital health market is projected to reach over $500 billion at a CAGR of nearly 30% by 2025, the biotech market is expected to reach $775 billion by 2024, and the wellness market is estimated at $4,500 billion.²

~~The healthcare industry, and specifically the biotech sector, seeks to solve many of the world’s medical problems.~~

~~The wellness industry is defined as products and solutions that enable people to incorporate wellness activities and lifestyles into their daily life.~~

~~Improvements in health technology and scientific breakthrough innovations are changing treatment paradigms towards directions of:~~

~~Democratized knowledge is driving demand for innovative health and wellness products and services across all demographics and geographies.~~

~~1 https://www.who.int/health_financing/documents/health-expenditure-report-2019.pdf?ua=1~~

~~https://www2.deloitte.com/global/en/pages/life-sciences-and-healthcare/articles/global-health-care-sector-outlook.html~~

~~https://globalwellnessinstitute.org/industry-research/2018-global-wellness-economy-monitor/~~

~~https://www.grandviewresearch.com/industry-analysis/corporate-wellness-market~~

~~Changing consumer behavior and disruptive technologies are enabling the rapid consumerization and personalization of healthcare.~~

There is an evolution from prescription drugs, doctor-administered diagnostics and medical treatments to a new marketplace centered around the well-being of people as individuals not patients, enabling and improving ‘quality of life’ in ways which can be seamlessly integrated into their daily routines.

~~For these reasons we decided to place our focus on personalized health and wellness.~~

Many of these innovations are being driven by a new generation of venture-backed, more consumer-orientated companies, often underserved by the traditional medical and pharma VC marketplace. There are also pronounced market asymmetries between the sources of some of the most important wellness innovations in parts of Europe and Israel and the large consumer-driven marketplaces for these innovations globally.

~~● Health and wellness industry drivers/trends turned into investment opportunities.~~

~~● Deregulation of healthcare industry: devolution from hospitals-to-clinics-to-self.~~

~~● Technical innovation driving change: consumerization, digitization and democratization of wellbeing.~~

~~● Increased awareness of food and nutrition: new generation of functional and personalized foods.~~

~~● Cognitive health just as important as physical health: alternative remedies and improved awareness.~~

~~● Increased lifespan places huge demands on current systems: anti-aging, lifestyle management, quality of life.~~

~~● New consumers’ preferences and behavior: non-surgical, nonprescription, self-administered, self-testing.~~

●~~New business models and connected ways of making payments: insurance coverage includes more wellbeing.~~

●~~New regulations allowing cannabis infused medications, products and edibles.~~

●~~Recent COVID-19 pandemic has brought attention and budgets to developing solutions answering market needs for treatment, prevention and every-day life in this new situation.~~

~~The Company opens opportunities with an insider’s entree into fast-growing industries with access to strategic investment opportunities. All this under a credible institutional quality platform.~~

~~The Company provides solutions to companies from Israel, USA, Canada, Europe and around the world through subsidiaries and local teams and professionals in each region.~~

~~The Company’s network of business partners permits access to industry pioneers and leaders allowing for more efficient avenues to create, discover, and assess opportunities.~~

~~● Israel is truly a ’start-up nation’ and has global leaders in almost any category of technology-driven innovation covered by the Company.~~³

~~● Europe has very active health and wellness innovation clusters in the Netherlands, UK, France, Nordic regions and Germany in particular.~~

~~● North America: - the USA is the market leader in health and wellness innovations and leads the world in M&A activity in this area for mature companies with proven revenues.~~

In December 2019, a strain of novel coronavirus (COVID-19) causing respiratory illness emerged in the city of Wuhan in the Hubei province of China, and in January 2020, the World Health Organization declared the COVID-19 outbreak a public health emergency. The COVID-19 has spread to many countries and is impacting the markets globally. Many countries, states and municipalities have enacted quarantining regulations which severely limit the ability of people to move and travel, and require non-essential businesses and organizations to close their physical offices. The situation created by COVID-19 worldwide has made it difficult and even impossible to meet with different investors, parties and partners. The company managed to adapt to the situation and built an alternative plan in a short time. Since it was difficult and even impossible to travel specifically to New York and Europe, and since the company directors and executives are based in Israel, Citrine Global took the decision to focus on Israel as first step, via its fully-owned subsidiary Citrine Global Israel Ltd.

~~Citrine Global Israel targets Israeli startups and technology companies, and in particular public companies, in the fields of healthcare, wellness, foodtech and medical cannabis.~~

● Israel has earned the nickname “Startup Nation” for a very good reason: with a population of around 8.5 million, it has the largest number of startups per capita in the world, around one startup per 1,400 people. This phenomenon has caught the eyes of companies with global reach and global aspirations.

●The hi-tech ecosystem in Israel is currently focusing its attention on research and development in the areas of healthcare and biotech, including solutions for COVID-19 and the medical cannabis plant for medical purposes.

●~~Israel is known for its academic research yielding world renown innovations and Nobel prize winners.~~

●~~In addition, the government recognizes the role of the high-tech industry as a main economic catalyst and supports innovations via funding and other models.~~

●~~Israel, as small as it may be, has attracted the interest of the world’s major technology companies, which have set up R&D centres in Israel.~~

Citrine Global Israel offers a unique, independent strategy that covers the whole spectrum of services and financing options to ensure the success of its chosen client companies, combining working capital financing, business escort, technological consulting services, real estate and infrastructure services for companies and a global network of experts and business contacts in the relevant fields.

Citrine Global Israel has a team of serial entrepreneurs and leading business people and a network of top scientists, researchers and industry leaders, targeting to create an eco-system to promote its client companies towards success.

Citrine Global Israel leverages the knowledge and experience of Citrine S A L High Tech and Citrine Biotech investment funds that have been operating for years in the Israeli start up market and have long term experience in investing in and promoting many startup companies.

Citrine Global Israel also leverages the knowledge and experience of WealthStone Group, which specializes in real estate and hedge funds, and Neto Group, which specializes in insurance and financial planning consultancy.

The medical foods market covers fields including: vitamins and minerals; nutritional supplements; food allergies; personalized nutrition and functional foods; digestion and gut health; weight management; cannabis edibles; plant based alternatives; neutronics and personalized nutrition.

~~The global medical foods market is expected to be worth $30.4 billion by 2027, growing from $18.4 billion in 2019 at a CAGR of 6.3%.~~⁵

●~~Increasing awareness regarding clinical nutrition amongst patients and healthcare professionals~~

In the past, meal replacements were mainly consumed by the elderly or the ill, frequently suffering from nutritional deficiencies. This has changed in recent years, with the marketing of meal replacements increasingly targeting healthy adults.

In~~addition, we see the emergence of cannabis-enhanced health edibles and drinks, that is expected to continuously grow by more than 250% by 2021.~~⁶

The medical cannabis market covers fields including: cannabis plant genetics; pharmacological cannabis effects; cannabis cultivation methods; cannabis-infused edibles; cannabis-based medications; cannabis products development; cannabis wellness solutions development; cannabis personalized medicine solutions.

~~Medical cannabis solutions have been approved for medical use in many countries and have been shown to benefit more than 40 serious medical conditions, including:~~

~~● The State of Israel is currently focusing its attention on research and development on the cannabis plant for medical purposes.~~

●Research into the cannabis plant began in Israel in the 1960s, when Prof. Rafael Meshulam first discovered the main components of the cannabis plant, a discovery that was a world breakthrough in the study of the plant at the time.

●Research into the cannabis plant in Israel has continued ever since, in academic and research institutions. In recent years, many studies have been conducted in the field of medical cannabis in Israel. Israel is considered a world center in the field of cannabis research and treatment.

●~~The cannabis plant is still not permitted for research in the USA, is still restricted under US federal law, and is only recently increasingly studied in European countries.~~

● As a result, Israel has an advantage in the field, relative to the rest of the world, and in academic knowledge on the medical potential of the cannabis plant in treating diseases such as cancer, epilepsy, and childhood autism.

●The world’s major drug companies have already begun to express an interest in Israeli research, as well as the big challenge involved in registering patents and intellectual property for drugs using the cannabis plant, which is a complex plant with hundreds of active ingredients.

●~~Around 100 cannabis–related startups are currently operating in Israel.~~

●In the world, there are over 40 countries that allow legal use of medical cannabis and the medical cannabis industry is also expanding to the wellness and medical foods sectors with cannabis incorporated into a variety of edibles, pills, spray products, transdermal patches, supplements, salves, ointments and lotions.

●Legal medical cannabis products sales grew 45.7% to $14.9 billion in 2019. This worldwide growth estimate reflects the highest annual growth rate to date. As a result of expected growth ArcView Group has updated their 2024 forecast to $42.7 billion in worldwide legal cannabis sales.⁷

●~~In addition, we see the emergence of the cannabis-enhanced health edibles and drinks market, that is expected to continuously grow by more than 250% by 2021.~~⁸

~~Asset and real estate services for the health and medical cannabis industry:~~

~~● The healthcare and medical cannabis industry creates attractive opportunities to invest in the industrial real estate sector with a focus on regulated medical-use cannabis facilities.~~

~~● Healthcare and medical cannabis companies specifically need infrastructure and assets that are licensed and guarded according to various regulations, involve long-term rentals, and more.~~

●~~Citrine has built a model adapted to these companies’ needs, covering innovation centers, laboratories, pharmacies, and clinics.~~

The Company at this time intends to carry out its cannabis-related activity through its Israeli subsidiary only, and not the US parent company, and to be involved, and engage with client companies that are involved, in cannabis-related activities only in countries where the activity has been authorised under all appliable laws. The Company does not at this time intend to be involved, either directly or indirectly, in cannabis-related activity in the United States, in light of the federal-level restrictions in place at this time.

⁷~~https://www.businesswire.com/news/home/20200130005274/en/Global-Cannabis-Market-Hit-42.7-Billion-2024~~

WealthStone Group specializes in alternative investments and operates in various fields with extensive financial knowledge and experience. WealthStone Group has real estate funds, hedge funds and technology investments funds and manages more than half a billion US dollars in investments in Israel.

Wealthstone introduces private investors to a world of investments which until now was reserved to an exclusive group, to allow investors to benefit from diversified alternative investments, with strong collateral and attractive returns.

~~Wealthstone has a variety of products with a wide range of investment periods, risk and security levels, so that each investor is matched with the most suitable investment.~~

~~The world of alternative investments is multi-faceted, with a wide range of investment opportunities that tend to be quite confusing for those who are unfamiliar with the field.~~

The management team and the funds’ GP partners specialize in each fund’s area, covering real estate, technologies, hedge funds and financing, and they are supported by top professional consultants in the respective fields, among them, appraisers, engineering companies, legal advisers, and other experts in each sector.

Wealthstone Real Estate deals with financing and lending for projects in the real estate sector, urban renewal, removal-construction, and projects requiring equity and senior debt financing. It is one of the largest companies in Israel for financing renewal projects through limited partnerships in which it serves as a general partner. It is ranked by DUN’S 100 among the leading 100 companies in Israel’s real estate sector. DUN’S 100 is a professional, objective, and reliable guide based on fixed, defined, and measurable criteria according to various market sectors.

~~Citrine S A L technology investment funds is part of Wealthstone’s private equity activity for investments in the high-tech and biotech sectors.~~

Citrine S A L technology funds invest in high potential Israeli startup companies that own transformational technologies, leading a unique, independent investment strategy with a professional team and a global network of first-class partners and advisors.

Citrine S A L operates through limited partnerships, including Citrine S A L High Tech Ltd and Citrine S A L Biotech Ltd, offering a wide array of investment opportunities to private investors, for a range of investment periods.

●~~Along with the financial investment, Citrine S A L provides assistance in building strategies, finding business partners, giving support in financial processes, mergers and acquisitions.~~

Citrine S AL funds have already invested in several promising Israeli companies including: Nicast, NanoMedic, WellBe, Biocep, Improdia, Intelicanna, IBOT, Cannbit, Novomic, Dario, BSP Medical, ICB Israel-China Fund and more.

The Citrine S A L - ICB Israel-China Fund partnership targets strategic international and Chinese partners interested in investment and commercial cooperation with technology companies. The collaboration covers investment in medical and biomedical companies in order to bring them to China as part of joint ventures.

~~Additionally, Citrine has models and investments in partnerships that are designed for institutional investors, foreign investors and designated investment groups.~~

~~Neto Financial Planning was founded over 27 years ago and is one of the 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 respects of products with a market worth of over $3 billion.~~

Neto Financial Planning (Neto) is Israel’s largest financial planning private company. DUN’S 100 has ranked Neto among the leading 100 companies in Israel’s financial planning sector each year since 2018. Neto is the only Israeli broker included in the DUN’S 100 rankings. Neto provides holistic (comprehensive) financial planning for thousands of clients across Israel, through a network which includes financial planners who are licensed pension advisors and an administrative and professional support team.

Neto’s significant scale and experience enable its clients to benefit from a wide variety of investment opportunities, income tax planning and reduction, handling retirees, wills, medical committees, loans, mortgages, review and analysis of their insurance files, elementary insurance, lower costs and access to current and comprehensive knowledge and technologies, in the management of their entire financial lives.

Neto financial planning encompasses the full range of financial needs of every household in Israel including Neto - Financial Planning, Neto - Financial Protection, Neto - Savings and Investment Portfolios for Retirement Planning and Neto -Alternative Investments.

Neto - Alternative Investments: Neto offers its clients a variety of alternative investments that are not directly sensitive to capital markets swings in Israel and globally. The operations in this area are conducted through Wealthstone group (which is owned 50% by Neto), which serves as Neto’s alternative investments arm.

We plan on generating revenues from consulting fees, brokering fees, leasing and management services for real-estates assets we own, taking advantage of favorable market conditions to sell real-estate assets, company value appreciation, interest income, investments and more.

~~We compete with other more established consulting firms, investment bankers, brokers, real-estate funds, investment firms, online lending sites and tech incubators.~~

~~Our business competes primarily in Israel, Europe and North America. We mainly target clients with whom we have existing relationships, either directly or via our partners.~~

~~We believe that the experience and contacts of our shareholders, directors and officers and the fact that we offer a wide range of services under one roof will contribute to our competitiveness.~~

We may need to obtain various regulatory approvals and licenses for real-estate assets we acquire, which may be used by companies engaged in businesses that require certain approvals and licenses for the premises in which they operate (such as laboratories).

~~Coronavirus Disease 2019 (COVID-19)~~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 and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, results of operations and prospects.

We have a ~~strain of novel coronavirus (COVID-19) causing respiratory illness emerged~~limited operating history and 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 all the risks inherent in the ~~city~~establishment of ~~Wuhan~~a developing enterprise and the uncertainties arising from the absence of a significant operating history. We have not generated revenues and there can be no assurance that we will 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 ~~Hubei province~~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 ~~China,~~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 instruments may have rights and privileges senior to those of our equity investors. In addition, servicing the interest and principal repayment obligations under debt facilities could divert funds that would otherwise be available to support research and development or commercialization activities.

If we are unable to raise capital when needed on commercially reasonable terms, we could be forced to 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 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, 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 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 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 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 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 ~~January 2020,~~NIS but our functional currency is the ~~World Health Organization declared~~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 ~~COVID-19 outbreak~~U.S. dollar against the NIS. Furthermore, we anticipate that a public health emergency. COVID-19 has spread to many countries and is impacting the markets globally. Many countries, states and municipalities have enacted quarantining regulations which severely limit the abilitymaterial portion of ~~people to move and travel, and require non-essential businesses and organizations to close their physical offices. We are actively monitoring the situation and we have and~~our expenses will continue to ~~monitor and take actions to abide with all regulatory requirements. We will continue to closely track developments and may take further actions based on regulatory mandates, or that we determine are~~be denominated in NIS.

In addition, increased international sales in the ~~best interests of~~future may result in greater foreign currency denominated sales, increasing our ~~team, partners~~foreign currency risk. If we are not able to successfully hedge against the risks associated with currency fluctuations, our financial condition and ~~shareholders. COVID-19 is contributing to a general slowdown in the global economy and may affect our business,~~ results of operations could be adversely affected. which could adversely affect our financial condition and results of operations

Our failure to manage growth effectively could impair our ~~future strategic plans. Neither~~business.

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 effectively manage growth will require us to continue to expand the ~~duration nor the spread~~capabilities of ~~the COVID-19 virus~~our operational and management systems and to attract, train, manage, and retain qualified personnel. There can be ~~predicted. At this time, the extent~~no assurance that we will be able to ~~which the COVID-19 may impact~~do so, particularly if losses continue and we are unable to obtain sufficient financing. If we are unable to successfully manage growth, our business, prospects, financial condition, orand results of operations ~~is uncertain.~~could be adversely affected.

Our plans are dependent upon key individuals and the ability to attract qualified personnel.

In order to execute our business plan, we will be dependent on Ora Meir Soffer, our Chief Executive Officer and Director. The loss of Ms. Meir Soffer could have a material adverse ~~impact~~effect upon our business prospects. Moreover, our success continues to depend to a significant extent on our ability to identify, attract, hire, train and 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 hire, assimilate and retain qualified personnel in the future, our business, operating results, and financial ~~position~~condition could be materially adversely effected. We may also depend on third party contractors and ~~liquidity.~~

~~Future deterioration~~other partners to assist with the execution of our business plan. There can be no assurance that we will be successful in either attracting and retaining qualified personnel, or ~~prolonged difficulty~~creating arrangements with such third parties. The failure to succeed in ~~economic conditions, as a result of COVID-19 or otherwise, could~~these endeavors would have a material adverse ~~impact~~effect on ~~our business, financial position and liquidity. For example, it could adversely affect~~ our ability to ~~access the liquidity that is necessary to fund operations on terms that are acceptable to us or at all, and could reduce~~consummate our ~~ability to finance future projects. Financial or other difficulties at our affiliates and partners could negatively affect availability of credit to us in the future.~~business plans.

The Company’s bylaws provide for indemnification of its directors and officers and the purchase of directors and officers insurance at the Company’s expense. This will limit the potential liability of the Company’s directors and officers at a major cost to the Company and hurt the interests of its stockholders.

The Company’s 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 the Company’s information technology systems, including by cybersecurity attacks or other data security incidents, could significantly disrupt its operations.

~~The Company’s~~Our operations depend, in part, on the continued performance of ~~its~~our information technology systems. ~~Its~~Our information technology systems are potentially vulnerable to physical or electronic break-ins, computer viruses and similar disruptions. Failure of ~~its~~our information technology systems could adversely affect ~~its~~our business, profitability, and financial condition. Although ~~the Company has~~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 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 the Company’s information technology systems, or negative publicity resulting in reputational damage with 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 the Company or other ~~third-parties~~third parties to regulatory fines or penalties, litigation, and potential liability, or otherwise harm its business.

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 merged companies or acquisition and may 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;

● 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;

● 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

Mergers and acquisitions also frequently result in the recording of goodwill and other 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 our 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 alleged product defect or for any other reason, we could be required to incur the unexpected expense of the recall and any legal proceedings that might arise in connection with the recall. We may lose a significant amount of sales and may not be able to replace those sales at an acceptable margin or at all. In addition, a product recall may 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 the Company could be harmed. A recall for any of the foregoing reasons could lead to decreased demand for products produced by the Company and 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 operation.

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 clinical trials ourselves. We intend to use Contract Research Organizations (CROs) to conduct clinical trials that we may be required to 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 or the extent of testing and documentation that may be 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 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.

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

If we are unable to obtain and maintain intellectual property protection for our product offerings, or if the scope of the intellectual property protection we obtain is not sufficiently broad, our competitors could develop and commercialize products similar or identical to ours, and our ability to successfully commercialize our products may be impaired.

Our ability to compete successfully will depend in part on our ability to 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 of the foregoing.

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 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 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 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 challenged 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 intellectual property rights will not be 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.

Patent applications in the United States and other jurisdictions are typically not published until 18 months after filing, or in some cases not at all. Therefore, we cannot know with certainty whether we were the first to make the invention claimed in our pending patent application, or that we were the first to file for patent protection of such inventions. As a result, the issuance, scope, validity, enforceability, and commercial value of our patent rights are uncertain. Given the amount of 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.

We may be sued by third parties for alleged infringement of their proprietary rights, which could adversely affect our business, results of operations and financial condition.

There is often litigation between competing companies relying on their respective technologies based on allegations of infringement or other 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 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 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 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 litigation. If securities analysts or investors regard these announcements as negative, the trading price of our ordinary shares may decline.

We may become involved in lawsuits to protect or enforce our patents, which could be expensive, time consuming and unsuccessful.

If we attempt enforcement of our patents or other intellectual property rights, we may be subject or party to claims, negotiations or complex, protracted litigation. These claims and any resulting lawsuits, if resolved adversely to us, could subject us to significant liability for damages, impose temporary or permanent injunctions against our solutions or business operations, or invalidate or render unenforceable our intellectual property.

Intellectual property disputes and litigation, regardless of 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 operating results.

Our development efforts are headquartered in Israel and, therefore, our results may be adversely affected by economic restrictions imposed on, and political and military instability in, 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 facility of our contract manufacturer and final assembly are located in Israel. Our employees, service providers, directors and officers 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 business, financial condition and results of operations and could make it more difficult for us to raise capital. Although we plan to maintain inventory in the United States and Germany, an extended interruption could materially and adversely affect our business, financial condition and results of operations.

Recent political uprisings, social unrest and 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. This instability may lead to deterioration of the political relationships that exist between Israel and 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, Iran has threatened to attack Israel and is widely believed to be developing nuclear weapons. Iran is also believed to have a strong influence among parties hostile to Israel in 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, financial condition and results of operations.

Our operations and the operations of our contract manufacturer may be disrupted as a result of 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 certain occupations) and, in the event of 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 there will be additional military reserve duty call-ups in the 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 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.

~~As of the date of this Annual Report,~~Currently, a certain group of stockholders, including Ora ~~Meir~~Elharar Soffer (directly and through Beezz Home Technologies ~~Ltd and Citrine S A L Investment & Holdings Ltd) and Yaron Pitaru (directly and through WealthStone Private Equity~~ 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, ~~you~~investors should not invest in reliance on ~~your~~their ability to have any control over the Company.

~~Shares eligible for future sale may adversely affect~~Our executive officers, directors and current beneficial owners of 5% or more of our common stock and their respective affiliates, in the ~~market.~~

~~From time to time, certain~~aggregate, beneficially own approximately 83% of our outstanding common stock as of October, 2021, and as of the ~~Company’s stockholders may~~date of this filing. As a result, these persons, acting together, would be ~~eligible~~able to ~~sell~~significantly influence all matters requiring stockholder approval, including the election and removal of directors, any merger, consolidation, sale of all or ~~some~~substantially all of ~~their~~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 ~~by means of ordinary brokerage transactions in the open market~~for issuance pursuant to ~~Rule 144 promulgated~~future awards under the ~~Securities Act, subject~~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 ~~certain limitations.~~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 ~~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 salesevent we obtain securities analyst coverage, if one or more of the ~~Company’s~~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 ~~pursuant~~fluctuates significantly, your investment could lose value.

Our common stock is quoted on the OTCQB, under the symbol “CTGL,” and, to ~~Rule 144 may~~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 ~~material adverse effect on~~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 ~~its~~companies with broader public ownership and, as a result, the trading prices of our common ~~stock.~~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.~~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’s certificate of incorporation authorizes its 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 the Company. The Company is ~~also~~ 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 executive office is at ~~a monthly rental of approximately $1,600, office space located at 23 Hamelacha~~4 Haogen Street, ~~Park Afek, Rosh Ha’ain,~~ Israel. The offices consist of approximately ~~1,300~~100 square ~~feet. Novomic entered a new lease~~meters, under an agreement for ~~a period of one year ending on November 30, 2020, for an~~ office space and services that expires on August 30, 2022. We are paying for the office space and services a monthly rent of approximately 500 square feet and monthly rental of approximately $700, with the option to terminate with 90 days’ prior notice. Since the change of control of the Company, its headquarters have been at 3 HaMelacha Street, Tel Aviv, 6721503, Israel. NIS 16,380 (approximately, $5,460).

The address of the 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.

The Company knows of no active or pending legal proceedings against the Company, nor of any proceedings that a governmental authority is contemplating against the Company.

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER 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 ~~“TECR.~~“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 ~~May 7, 2020,~~March 31, 2022, the Company had ~~107~~110 registered stockholders holding ~~494,721,815~~942,568,006 shares of common stock.

Since the Company’s inception, it has not declared nor paid any cash dividends on its capital stock and the Company does not anticipate paying any cash dividends in the foreseeable future. Its current policy is to retain any earnings in order to finance its operations. 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 the Company’s shares of common stock that as of December 31, ~~2019~~2021 were issuable under its equity compensation plans in effect as of December 31, ~~2019.~~2020. During the first quarter of 2020, in connection with the ~~Techcare~~Citrine Global Transaction, all options to purchase shares of the Company were waived and ~~cancelled except for options to purchase 311,544 shares of common stock.~~cancelled.

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

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide information necessary to 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, 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 financial statements, and although there is currently no major impact, there may be changes to those estimates in future periods. Actual results may differ from these estimates.

The following discussion summarizes the key factors our management believes are necessary for an understanding of our consolidated financial statements.

The process of researching and developing our products is lengthy, unpredictable, and subject to many risks. We expect to continue incurring substantial expenses for the next several years as we continue to develop our product line. We are unable, with any certainty, to estimate either the costs or the timelines in which those expenses will be incurred. Our current development plans focus on the development of our Green Side by Side Products. The design and development of these devices will consume a large proportion of our current, as well as projected, resources.

● 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 marketing strategy.

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, ~~2019,~~2021 reflects total assets of approximately ~~$257 thousand~~$1,055,000 consisting mainly of cash and cash equivalents in the amount of approximately ~~$18 thousand, inventory~~$270,000, Investments valued under the measurement alternative in the amount of approximately ~~$35 thousand, other receivables in the amount of approximately $19 thousand and property and equipment net, in the amount of approximately $156 thousand. As~~$450,000. The Company’s balance sheet as of December 31, ~~2018, the balance sheet~~2020, reflects total assets of approximately ~~$1,158 thousand~~$3,105,000 consisting mainly of cash and cash equivalents in the amount of approximately ~~$475 thousand, inventory~~$206,000, Prepaid share based payment to a service provider in the amount of approximately ~~$249 thousand, other receivables~~$1,737,000, Trading Securities in the amount of approximately ~~$177 thousand~~$522,000 and ~~property and equipment net,~~a short-term loan measured at fair value in the amount of approximately ~~$161 thousand.~~$165,000. The decrease is related mainly to Prepaid share-based payment, investment valued under the ~~decrease in the inventory balance by approximately $214 thousand~~measurement alternative and ~~the decrease in the cash and cash equivalents balance by approximately $457 thousand.~~trading securities.

As of December 31, ~~2019,~~2021, the Company had total current liabilities of approximately ~~$360 thousand~~$1,064,000 consisting of approximately $838,000 in accrued compensation and accounts payable and accrued expenses in the amount of approximately ~~$224 thousand, and notes payable in the amount of approximately $123 thousand.~~$226,000. As of December 31, ~~2018,~~2020, the Company had total current liabilities of approximately ~~$385 thousand~~$1,702,000 consisting mainly of convertible notes in the amount of approximately ~~$231 thousand~~$773,000, accrued compensation in the amount of approximately $304,000 and accounts payable and accrued expenses ~~and notes payable~~ in the amount of approximately ~~$80 thousand.~~$172,000.

As of December 31, ~~2019,~~2021, the Company had negative working capital in the amount of approximately ~~$278 thousand,~~$715,000, compared to positive working capital in the amount of approximately ~~$573 thousand~~$947,000 at December 31, ~~2018.~~2020.

The Company’s total liabilities as of December 31, ~~2019~~2021 and ~~2018~~2020 were approximately ~~$368 thousand~~$2,495,000 and ~~$417 thousand~~$1,702,000 respectively.

During the twelve months ended December 31, ~~2019,~~2021, the Company used approximately ~~$1,226 thousand~~$582,000 in its operating activities. This resulted in ~~an overall net loss~~operating expenses of approximately ~~$1,874 thousand.~~$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, ~~2018,~~2020, the Company used approximately ~~$2,386 thousand~~$696,000 in its operating activities. This resulted in ~~an overall net loss~~operating expenses of approximately ~~$2,157 thousand.~~$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, ~~2019,~~2021, the Company’s cash provided by investing activities ~~required approximately $11 thousand due~~amounted to ~~the purchase~~$286,000, consisting mainly of ~~property, plant~~$389,000 from sale of trading securities and ~~equipment, approximately $30 thousand for a severance pay fund and approximately $8 thousand in long-term deposit. This compared to approximately $98 thousand due to the purchase~~$164,000 from repayments of ~~property and approximately $15 thousand for a severance fund during~~short term loan. During the year ended December 31, ~~2018.~~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, ~~2019,~~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 ~~it with~~by financing activities for the year ended December 31, 2020 of approximately ~~$757 thousand through~~$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 ~~compared~~of April 1, 2020 loan aggregating $580,000.

Between August 3 – 9, 2021, we sold to ~~approximately $2,372 thousand~~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 ~~provided through~~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 ~~common stock.~~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, ~~2019~~2021 as compared to the year ended December 31, ~~201~~20208

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

During the twelve months ended December 31, ~~2019,~~2021, the Company ~~generated $149 thousand in revenues,~~had no revenue, compared to ~~$251 thousand~~$12,000 in ~~2018.~~2020. The decrease in our revenues is mainly attributable to our selling 90% of the shares we held in Novomic Ltd. (“Novomic”) and focusing on our new strategy and business activity, and, therefore, ceasing to consolidate the financial statements of Novomic.

The Company’s research and development expenses ~~decreased~~increased to ~~$115 thousand~~$96,000 comprised of ongoing research and development expenses during the twelve months ended December 31, ~~2019,~~2021, compared to approximately ~~$289 thousand~~$17,000 during the prior year. The increase is mainly attributable to expenses related to the development of our Green Botanical product line.

The Company’s marketing, general and administrative expenses during the year ended December 31, ~~2019,~~2021, were ~~$1,536 thousand~~$3,239,000 compared to ~~$2,004 thousand~~$8,350,000 during the ~~prior year.~~year ended December 31, 2020. The decrease ~~was~~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, ~~2019,~~2021, the Company incurred financial expenses of ~~$38 thousand,~~$1,181,000, as compared to financial expenses of ~~$30 thousand~~$322,000 during the ~~prior year.~~year ended December 31, 2020. The reason for the increase in financial ~~expenses~~expense was ~~mainly~~ due to ~~exchange rates.~~$620,000 of loss from extinguishment in connection with convertible loan restructuring.

As a result of the above, the Company incurred a net loss of approximately ~~$1,874 thousand~~$4,516,000 during the twelve months ended December 31, ~~2019~~2021 as compared to a net loss of approximately ~~$2,157 thousand~~$8,639,000 in ~~2018.~~2020.

~~Year ended December 31, 2018 as compared to the year ended December 31, 201~~7

During the twelve months ended December 31, 2018, the Company generated $251 thousand in revenues, compared to no revenues in 2017. Revenues were recorded for the first time from the sales of its product, Novokid®.

The Company’s research and development expenses increased to $289 thousand comprised of ongoing research and development expenses during the twelve months ended December 31, 2018, compared to approximately $282 thousand during the prior year, an increase of approximately $6 thousand or 2%.

The Company’s marketing, general and administrative expenses during the year ended December 31, 2018, were $2,003 thousand compared to $2,463 thousand during the prior year. The decrease was mainly due to decrease in payroll and consulting.

During the twelve months ended December 31, 2018, the Company incurred financial expenses of $30 thousand, as compared to financial income of $19 thousand during the prior year. The increase in financial expenses was mainly due to exchange rates.

As a result of the above, the Company incurred a net loss of approximately $2,157 thousand during the twelve months ended December 31, 2018 as compared to a net loss of approximately $2,858 thousand in 2017.

~~Tabular disclosure of contractual obligations~~Recently issued accounting pronouncements

~~Not applicable.~~Recently issued accounting pronouncements are described in the notes to our financial statements for the years ended December 31, 2021 and 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, 2021 and 2020 and which included within Item 8 in this annual report.

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, ~~2019~~2021 and ~~2018, and~~2020, the related consolidated statements of operations and comprehensive loss, ~~of redeemable convertible preferred stock~~changes in shareholders’ equity (deficit), and ~~stockholders’ equity (capital deficiency) 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, ~~2019~~2021 and ~~2018,~~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.

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.

~~As discussed in Note 1~~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 ~~the Company has entered into an agreement to sell 90% of its subsidiary’s shares to one of the Company’s existing shareholders.~~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 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.

~~Consolidated Statements of redeemable convertible preferred stock and Stockholders’ Equity (capital deficiency)~~

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

The accompanying notes are an integral part of the consolidated financial 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 signed a Merger Agreement with Novomic Ltd. (“Novomic”)~~Company’s predecessor company, TechCare Corp., a ~~private company incorporated under the laws of the state of Israel. The closing of the merger took place on August 9, 2016 pursuant to which Novomic became a wholly-owned subsidiary of the Company.~~

~~Novomic was incorporated as a private company in Israel in 2009. Since inception, Novomic has been a technology company engaged in the design, development~~Delaware corporation (“TechCare”), and commercialization of a unique delivery platform utilizing vaporization of various natural compounds for multiple health, beauty and wellness applications. Novomic’s delivery platform is proprietary and patented.

During 2019, the Company’s Board of Directors explored strategic alternatives to enhance stockholder value, which the Company had previously reported that it might include future acquisitions, a merger with another company, a potential sale of certain assets, including the Company’s wholly owned subsidiary Novomic, or the sale of the Company as a public shell company.

Until December 31, 2019, the Company had incurred accumulated losses of approximately $10.6 million, and based on the projected cash flows and Company’s cash balance, the Company’s management was of the opinion that without further fundraising it would not have sufficient resources to enable it to continue advancing its activities including the development, manufacturing, and marketing of its products. The Company’s management had plans including the continued commercialization of the Company’s products, to continue taking cost reduction steps and securing sufficient financing, however, it was also exploring strategic alternatives as detailed above.

During 2019, the Company made various efforts to increase sales of its product Novokid® in Europe and Israel, and to receive U.S. Food and Drug Administration (“FDA”) approval to sell in the USA. However, the Company’s sales efforts, including in Israel through Super Pharm, and in the Netherlands, and through Amazon UK, did not yield the forecasted outcomes. The Company’s USA OEM agreement failed to result in FDA approval or USA sales. The Company failed to enter into additional engagements with distributors in Europe and Latin America. The Company also failed to launch its product Shine. In January 2019, the Company 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 a comprehensive and broad range of health, wellness, beauty and home products for customers by utilizing its patented technology of vaporization of natural and plant-based compounds. While a Chinese entity was established in accordance with the joint venture agreement, only part of the amount envisaged to be invested in the Company by ICB Biotechnology Investments Ltd in connection with the joint venture was invested. On September 19, 2019 its nominated director Ningzhou Zhang resigned from the board of directors of the Company. Refer also to Note 9.

On November 21, 2019, in light of the above, and after the board of directors of the Company reached the conclusion that the Company would not be able to successfully commercialize any products or secure sufficient financing, the Company entered into a Memorandum of Understanding with 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 ~~provided~~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 ~~issuance and sale~~second tranche of aup to the remaining number of shares ~~resulting~~of common stock that will result in Citrine S A L ~~Investment & Holdings Ltd and/or its designee(s) holding 95%~~Group, owning 95% of the TechCare’s fully diluted capital stock, to be sold conditioned upon the filing of the ~~Company,~~Company’s previously approved amendment to its First Amended and Restated Certificate of Incorporation to increase the ~~sale by the Company of 90% of its shares in Novomic.~~Company’s authorized capital.

On January 6, 2020, definitive agreements were executed for the sale of ~~90%~~90% of the shares in Novomic Ltd. (“Novomic”) to Traistman Radziejewski Fundacja Ltd. (“TRF”), which ~~is expected to be~~was completed ~~during~~on May 14, 2020 (the “Novomic Divestment”), and for the issuance and sale of a number of shares equal after the issuance to 95% of the fully diluted capital stock of the Company to Citrine S A L ~~Investment & Holdings Ltd. and a group of related persons and entities (the “TechCare Transaction”). Traistman Radziejewski Fundacja Ltd. is controlled by Oren Traistman,~~Group, which ~~is one of the Company’s shareholders and a director of the Company until February 27, 2020.~~

Onwas amended on February 23, 2020, ~~the Company entered into an agreement amending and restating the January 6, 2020 agreement concerning the TechCare Transaction, which provided~~to provide for the issuance and sale of the shares in ~~stages. Pursuant~~stages (the “Citrine Global Transaction”). Shares of the Company were issued and sold in accordance with this amended agreement to ~~this agreement,~~Citrine S A L Group on February 27, 2020, ~~and~~ March 5, 2020, ~~additional shares were issued, causing Citrine S A L Investment & Holdings Ltd~~ and, ~~its group of related persons and entities to become owners of 90.6% of the fully diluted capital stock of~~after the Company and resulting in a change of control of the Company. The Company is working to complete the issuance and sale of a number of shares equal after the issuance to up to 95% of the share capital of the Company by amendingamended its Certificate of Incorporation to increase its authorized share capital, on November 11, 2020.

The following table summarizes the assets and ~~then issuing additional shares.~~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, 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, 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 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

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 has not yet to generate revenues and is dependent on raising funds from its current shareholders or from other sources. On April 13, 2021, Citrine S A L, ~~Investment & Holdings Ltd.~~on behalf of itself and its affiliates and related parties, has furnished the Company with an irrevocable letter of obligation to financially support the Company until June 30, ~~2021 and allow~~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 ~~be operational as planned~~remit cash, and ~~budgeted throughout this period.~~

~~During Q1 2020~~can control the level of expenses it incurs. Based on the Company’s current cash balances, and the irrevocable letter of obligation from Citrine S A L noted above, the Company ~~continued selling~~believes it has sufficient funds for its plans for the Novokid® product both through online and physical sales channels, including through its own website, Amazon.uk, and Super Pharm’s physical outlets, with its principal markets being the United Kingdom, Europe and Israel.

Novomic is not presented as held for sale, although the held-for-sale criteria are met, because the Company concluded that the disposal of 90% of Novomic’s shares is comprised of substantially almost all of the Company’s net assets and operations and since the separate presentation of such a significant portion of the entity’s net assets as a single line item on the balance sheet would not be meaningful to financial statement users. The amounts of the remaining net assets of the Company, which are not part of the held-for-sale subsidiary, are immaterial to these consolidated financial statements.

~~At the time of~~next twelve months from the issuance of these financial ~~statements, Novomic~~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.

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 ~~a technology company engaged in~~registered at the ~~design, development~~US Patent and ~~commercialization~~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 ~~unique delivery platform utilizing vaporization of various natural compounds for multiple health, beauty~~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 wellness applications. Its delivery platform was proprietary and patented. Its product offering included 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 its soft launch of Novokid® in the Netherlands,communities. Specifically with respect to the Company, ~~expanded~~COVID-19 may impact various parts of its ~~distribution network~~2022 plans, operations and ~~launched Novokid~~financial results, including but not limited to difficulties 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, its Israeli distributor, specializing in health and wellness products while representing leading brands. obtaining additional financing. The Company ~~showcased Novokid®~~considered the impact of COVID-19 on the estimates and ~~met potential additional distributors~~assumptions and ~~partners at CPhI Worldwide, a renowned~~determined that there were no material adverse impacts on the consolidated financial statements for the period ended December 31, 2021 and ~~leading pharma tradeshow held in Madrid during October 2018.~~

~~The Company’s new business activity comprises creating value and implementing expansion strategies for growth-stage technology companies.~~2020. The Company believes it is taking appropriate actions to mitigate the ~~health, wellness~~negative impact, including by focusing its activities initially only within the country of Israel. However, the full impact of COVID-19 is unknown and ~~food tech fields~~cannot be reasonably estimated as these events are demonstrating high growth potential, and is therefore primarily focused on these sectors. The Company aims to support local and global expansion of such companies via an array of services customized to each company’s needs. The Company offers multi-strategy solutions combining strategic marketing, business development, real estate and asset management services and financing solutions.still developing.

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 accrual for slow moving inventory, and the recoverability of long-lived assets.estimates.

Coronavirus Disease 2019 (COVID-19) is a factor which may cause actual results to differ from estimates. COVID-19 is contributing to a general slowdown in the global economy and may affect the Company’s business, results of operations, financial condition and its future strategic plans. At this time, the extent to which the COVID-19 may impact the Company’s financial condition or results of operations is uncertain.

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

Cash, cash equivalents and ~~comprehensive loss comprised mainly of exchange rate differentials.~~restricted cash

~~All~~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 of accounts receivable includes amounts due from distributors for products sold 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.

The Company periodically assesses inventory slow moving and reduces the carrying value by an amount equal to the differences between its cost and the net realizable value. The net realizable value is primarily estimated based on future demand forecasts, as well as, historical sales trends, product life cycle status and product development plans. The Company provided inventory write-downs for slow moving in amounts of $176 thousands and $ 0 as of December ~~31, 2019~~31,2021 included a $10thousands collateral account for the Company’s rent agreement and ~~2018, respectively.~~is classified in current assets.

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

The Company accounts for its investments in trade securities in accordance with Accounting Standards “ASC”) No. 321, “Investments— Equity Securities.” The Company determines the appropriate classification of its investments in trading securities at the time of purchase and re-evaluates the fair value at each balance sheet date. As of December 31, 2020, all of the 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.

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

The Company’s investments as described in Notes 3 and 1 are ~~amortized by~~valued under the ~~straight line method over~~measurement alternative include equity securities in other proprietary investments for which the ~~term~~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 to record investments at cost, less impairment, if any, and subsequently adjust for observable price changes of identical or similar investments of the ~~lease,~~same issuer.

Due to the lack of readily determinable fair values for such investments, for which ~~is shorter than~~ the ~~estimated useful life of~~Company does not have significant influence, the ~~improvements.~~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 2019 and 2018, 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.

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

~~Revenue Recognition~~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’s financial assets and liabilities as of December 31, 2020 that are measured at fair value on a recurring basis by level within the ~~Company adopted a new accounting standard related to~~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 ~~recognition of revenue~~changes in ~~contracts with customers. Since the Company had no revenues prior to January 1, 2018, the adoption~~fair value of the ~~standard did not impact~~level 3 liabilities for the ~~Company’s financial statements.~~year ended December 31, 2021:

~~The Company derives revenues from sales of its Novokid product directly or indirectly through its distributors in the United Kingdom, Europe and Israel.~~

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 recognizes 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 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 $99 thousand and $369 thousand for the years ended December 31, 2019 and 2018, 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, ~~were invested~~which are primarily held in Dollars and New Israeli Shekels, are deposited with major banks in Israel and ~~the~~ United States. ~~Generally, these investments could be redeemed upon demand and the Company believed~~Management believes that ~~the~~such financial institutions ~~that held the Company’s cash deposits were~~are financially sound and, accordingly, ~~bore~~ minimal ~~risk.~~credit risk exists with respect to these financial instruments. The ~~Company’s accounts receivable were mainly derived from sales to its Israeli distributor.~~

When the Company issues redeemable convertible preferred stock, if the stock price is lower than the effective redeemable value on the measurement date, the conversion feature is considered “beneficial” to the holder. If there is no contingency, this difference is treated as issued equity and is credited to additional paid in capital.~~The resulting discount on the redeemable convertible preferred shares is accreted over the remaining period through the earlier date of redemption of those shares, using the effective yield method.~~

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, 2019 and 2018, 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.~~

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”). 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 were subject to income taxes in the jurisdictions in which they operated. 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 was 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.~~

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 February 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-02 “Leases.” The guidance establishes a right-of-use (“ROU”) model that requires a lessee to recognize an ROU asset and lease liability on the balance sheet for all leases. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The guidance became effective on January 1, 2019. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. The Company adopted the new accounting standard Accounting Standards Codification 842 “Leases,” and all the related amendments, on January 1, 2019 and used the standard’s effective date as the Company’s date of initial application. Consequently, financial information was not updated and the disclosures required under the new standard are not provided for dates and periods before January 1, 2019.

The new lease standard provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases with a term shorter than 12 months. This means, for those leases, the Company does not recognize ROU assets or lease liabilities, including not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. The Company also elected the practical expedient to not separate lease and non-lease components for all of the Company leases.

On January 1, 2019, the Company recognized ROU assets of approximately $83 thousand and lease liabilities of approximately $83 thousand for its operating leases of real estate and vehicles. The adoption of this standard did not have a material impact on the Company’s consolidated statements of income and consolidated statements of cash flows.

~~In June 2016,~~August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity s Own Equity. ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that ~~supersedes~~continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the ~~existing impairment model~~host contract, that meet the definition of a derivative, and that do not qualify for ~~most financial assets~~a scope exception from derivative accounting and(2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to a current expected credit loss model. The new guidance requires an entity to recognize an impairment allowance equal to its current estimate of all contractual cash flows the entity does not expect to collect. Thereduce form-over-substance-based accounting conclusions. ASU ~~also requires that credit losses relating to available-for-sale debt securities~~2020-06 will be ~~recorded through an allowance~~effective for ~~credit losses. The new guidance is effective~~public companies for fiscal years beginning after December 15, ~~2019,~~2023, including interim periods within those fiscal years. Early adoption is ~~permitted. This guidance will be effective on January 1,~~permitted, but no earlier than fiscal years beginning after December 15, 2020, ~~and~~including interim periods within those fiscal years. The Company is currently evaluating the impact 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 the Company’s consolidated financial statements.

NOTE ~~3: OTHER RECEIVABLES~~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 ~~following:~~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.

~~Depreciation and amortization expenses were approximately $30 thousand and $24 thousand in the years ended December 31, 2019 and 2018, respectively.~~

	36	In the years ended December 31, 2021 and 2020, depreciation was US$2 and less than US$1 thousand, respectively.

	1.	On July 13, 2021, the Ministry of Economy of the Israeli government recommended to the Israel Land Authority (“ILA”) that it approve a grant of 11,687 square meters of industrial parcel of land in Yeruham, Israel (the “Land”) for Cannovation to build the Cannovation Center, at a subsidized price and exempt from a tender procedures typically required under Israeli law, to include factories, laboratories, logistics and a distribution center for the medical cannabis, and botanicals industries. As noted, Citrine Global owns 60% of the share capital of Cannovation, through the Israeli Subsidiary. The grant was initially awarded on December 30, 2020 for 10,000 square meters of industrial land in Yeruham, Israel and was increased to 11,687 square meters on July 13, 2021. Cannovation is in process of receiving the required building permits and approvals to start the construction and is in process with several financing entities in the area of real-estate financing.

		During December 2021, Cannovation remitted to the Israeli Ministry of the Economy and the ILA the aggregate amount of 688 thousand NIS ($221 thousands on the date of payment) to obtain the rights to the Land. The discounted amount paid is part of the grant by the Israeli government under government programs to encourage industrial development in Southern Israel. The amount remitted represents the sum total amount that Cannovation is required to pay as the purchase price for the Land. In addition, the Israeli Ministry of Economy is also expected to cover approximately 30% of the building and equipment expenses. Cannovation is also expected to benefit from a reduced corporate tax rate which is intended to encourage industrial development in Southern Israel.

		Under the Agreement, Cannovation 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, Cannovation 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).

		The Company has also classified $27 thousands of related expenses to land costs.

		See also note 12B.

F-19

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – CONVERTIBLE NOTES

	A.	On April 1, 2020 the Company 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 “Buyer”), all of which are affiliated with the Company. Under the CL Agreement, the Buyer agreed to purchase and the Company agreed to issue and sell, for up to 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 was amended (hereafter “Amendment”) 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 5 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 date of the amendment.

		Conversion feature

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

F-20

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6:5 – CONVERTIBLE NOTES ~~PAYABLE~~(cont’d)

~~As of December 31, 2019 and December 31, 2018, notes payable in the aggregate amount of NIS 426,795 and NIS 307,700, respectively ($123,494 and $80,026, respectively) were outstanding.~~

The ~~notes have no stated maturity date and bear no interest but rather are payable immediately upon demand of the lenders.~~

~~As of December 31, 2019, the carrying amount of the notes payable approximates their~~ fair ~~value.~~

~~NOTE 7: LIABILITY FOR SEVERANCE PAY~~

~~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~~conversion feature (hereafter “Convertible Component”) was estimated using the ~~cash surrender value of these policies and includes profits (or losses) accumulated through~~Monte Carlo Simulation Model to compute the ~~balance sheet date.~~Convertible Component’s fair value. The ~~deposited funds may be withdrawn only upon~~assumptions used to perform the ~~fulfillment~~Monte-Carlo simulation model were consistent with those utilized in the Company’s Black-Scholes valuation for stock options are detailed below:

SCHEDULE OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS

	June 12, 2020			December 31, 2020
Expected volatility (%)		65.69	%		164.43	%
Risk-free interest rate (%)		0.18	%		0.1	%
Expected dividend yield		0.0	%		0.0	%
Contractual term (years)		1.5			0.95
Conversion price		- (*)			- (*)
Underlying share price (U.S. dollars)		0.21			0.045
Convertible notes amount		1,275			1,275
Fair value of the conversion feature (U.S. dollars in thousands)		285			381

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

Warrants

As mentioned above, as part of the ~~obligations pursuant~~Amendment, the Company issued to the ~~Israeli Severance Pay Law or labor agreements. The amounts funded are presented separately in the balance sheet as a severance pay fund.~~

~~NOTE 8: STOCKHOLDERS’ EQUITY~~

~~Share capital~~

~~Common stock confers upon their holders the right~~Buyer 5,589,172 A warrants and 5,589,172 B warrants 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, and in 2019 the authorization of a further forty million (40,000,000) 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. On August 20, 2019, the Company filed the Certificate of Designation with the Delaware Secretary of State to designate the rights and preferences of up to 12,413,794 shares of Series A Redeemable Convertible Preferred Stock. The Company issuedpurchase a total of ~~10,344,828~~ 11,178,344 shares of Series A Redeemable Convertible Preferred Stock in 2019 in exchange for an aggregate amount of $300,000, all of which were converted to common stock on a one-for-one basis in the first quarter of 2020 in connection with the TechCare Transaction.

~~Redeemable convertible preferred stock~~

~~Each share of Preferred Stock shall have a par value of $0.0001 per share.~~

~~The Redeemable Convertible Preferred Shares confer on the holders thereof all rights accruing to holders of Ordinary Shares in the Company, and in addition bear the following rights:~~

~~Dividends~~

~~Holders shall be entitled to receive, and the Corporation shall pay, dividends as and when paid to the holders~~ of Common Stock of the ~~Company on an as-converted basis. Dividends are non-cumulative.~~Company.

~~Voting Rights~~

~~Except~~The fair value of such warrants as otherwise provided herein or as otherwise required by law, the Preferred Stock shall have no voting rights. However, as long as any shares of Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the ~~Holders~~drawdowns dates was estimated at $301,665 using the Black-Scholes option-pricing model and is presented within the consolidated statements of ~~a majority of~~changes in shareholders equity (deficit).

The following are the then outstanding shares of the Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend the Certificate of Designation, (b) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, that is senior to the Preferred Stock, (c) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the Holders, (d) increase the number of authorized shares of Preferred Stock, or (e) enter into any agreement with respect to any of the foregoing.data and assumptions used:

SUMMARY OF WARRANTS

Warrants A

Common Stock price

0.21

~~Liquidation~~

Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, and assuming no exercise of the Optional Redemption by the Holder, the Holders shall be entitled to receive distributions out of the assets, whether capital or surplus, of the Corporation on a pari passu basis with the holders of Common Stock. The Corporation shall mail written notice of any such Liquidation, not less than 45 days prior to the payment date stated therein, to each Holder.

~~Conversion~~

Each share of Preferred Stock shall be convertible, at any time and from time to time from and after the Original Issue Date at the option of the Holder thereof, into that number of shares of Common Stock determined by dividing the Stated Value of such share of Preferred Stock by the Conversion Price.

~~Optional Redemption~~

Holder of Redeemable convertible preferred stock may, under certain terms as specified in the certificate of designation of preferences, deliver irrevocable election to have the Company redeem some or all of the then outstanding Preferred Stock, for cash in an amount equal to the applicable portion of the optional redemption amount. Redemption amount shall not exceed the stated value of the preferred shares in total amount of $300,000. As such, the Company presented the Redeemable convertible preferred stock A as a mezzanine line item on the consolidated balance sheet.

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 expired during a period ranging from June 17, 2019 to November 13, 2019, as detailed below.

~~During the year ended December 31, 2019, the Company entered into several agreements with certain investors, pursuant to which the Company raised an aggregate amount of $775,000, as follows:~~

Expected volatility		~~(a)~~	~~The Company raised $250,000 from the issuance and sale of 957,854 shares of Common Stock at purchase price per share of $0.261.~~65.31	%
Expected term	~~(b)~~	In addition, the Company raised $225,000 from the issuance and sale to certain investors of shares of 1,229,508 Common Stock at purchase price per share of $0.183, concurrently with which the Company granted to those investors warrants to purchase 375,001 shares of Common Stock at a price per share of $0.60 for additional aggregate consideration of $225,000. The warrants had expiry date April 20, 2020 but were waived and cancelled in the first quarter of 2020 in connection with the TechCare Transaction	1 years
	~~(c)~~	In addition, the Company raised $300,000 from the issuance and sale to certain investors of 10,344,828 shares of Series A Redeemable Convertible Preferred Stock at purchase price per share of $0.029, concurrently with which the Company granted to those investors warrants to purchase 500 shares of Series A Redeemable Convertible Preferred Stock at a price per share of $0.60 for additional aggregate consideration of $300,000. The warrants to purchase 400 shares of Series A Redeemable Convertible Preferred Stock had expiry date August 29, 2020 and the warrants to purchase the other 100 shares of Series A Redeemable Convertible Preferred Stock had expiry date November 17, 2020; however, all the warrants were waived and cancelled in the first quarter of 2020 in connection with the TechCare Transaction.

Warrants granted Exercise price Expiration date

70,000 $ 0.60 June 17, 2019 (expired)
416,667 $ 0.60 June 27, 2019 (expired)
416,667 $ 0.60 August 7, 2019 (expired)
83,333 $ 0.60 August 7, 2019 (expired)
166,667 $ 0.60 August 7, 2019 (expired)
50,000 $ 0.60 August 21, 2019 (expired)
416,667 $ 0.60 October 27, 2019 (expired)
833,333 $ 0.60 November 13, 2019 (expired)
375,001 $ 0.60 April 29, 2020*
400,000 $ 0.60 August 29, 2020*
100,000 $ 0.60 November 17, 2020*

*cancelled in the first quarter of 2020 in connection with the TechCare Transaction.

~~Stock-Based Compensation to employees, officers and directors~~

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 consisted of stock options to directors, employees and officers. The Company uses Black-Scholes option pricing model in valuing options.

During 2017, the Company granted to certain employees options to purchase shares of the Company’s common stock for an exercise price of $0.0001. 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:~~

~~Risk-free interest~~Risk free rate			~~1.54~~0.17	%
Expected ~~shares~~dividend yield			0	%

Warrants B
Common Stock price	0.21
Expected volatility	7068.73	%
Expected ~~option~~ term ~~(years)~~	~~2.5~~2 years
~~Dividend~~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

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 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.

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~~concluded that the ~~awards granted were expected to be outstanding. The assumption for dividend yield is zero because~~change in term does not constitute a trouble debt restructuring. Thereafter, the Company ~~has not historically paid dividends nor does it expect to do so~~applied the guidance in ~~the foreseeable future.~~ASC 470-50, Modifications and Extinguishments. 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~~accounting treatment is determined by whether terms of the ~~stock option activity for employees~~new debt and ~~directors for~~original debt are substantially different.

The new debt and the ~~years ended December 31, 2019 and 2018:~~

Number of Options Weighted Average Exercise Price
U.S Dollar
Options outstanding at December 31, 2019 1,842,647 0.0001
Options exercisable at December 31, 2019 1,842,647 0.0001
Options outstanding at December 31, 2018 2,640,334 0.0001
Options exercisable at December 31, 2018 2,640,334 0.0001
Options outstanding at December 31, 2017 2,640,334 0.0001
Options exercisable at December 31, 2017 2,640,334 0.0001

~~Stock-Based Compensation~~old debt are considered “substantially different” pursuant 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~~ASC 470-50 when the ~~adoption of ASU 2018-07, stock options issued to consultants and other non-employees, as compensation for services provided to the Company, were accounted for based upon the fair~~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, where the A warrants are exercisable beginning December 24, 2021 through December 24, 2023and the B warrants, in each case at a per share exercise price of $0.10 (the “June 24 Agreement”).

		Convertible Component of the Loan

		The fair value of the conversion feature (hereafter “Convertible Component”) was estimated using the Monte Carlo Simulation Model to compute the Convertible Component’s fair value. The assumptions used to perform the Monte-Carlo simulation model on June 24, 2021 were consistent with those utilized in the Company’s Black-Scholes valuation for stock options are detailed below:

SCHEDULE OF FAIR VALUE OF OPTION USING ASSUMPTIONS

	June 24, 2021
Expected volatility (%)		156.8	%
Risk-free interest rate (%)		0.17	%
Expected dividend yield		0.0	%
Contractual term (years)		1.5
Conversion price		- (*)
Underlying share price (US dollars)		0.03
Convertible notes amount		397
Fair value of the conversion feature (US dollars in thousands)		117

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

Warrants

The fair value of such warrants granted as part of the June 24 agreement was estimated at $404 thousands using the Black-Scholes option-pricing model and recorded as additional paid-in capital on 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

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 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 thousands originally committed to under the CL Agreement (i.e., $280 thousands) through March 31, 2022.

The Company concluded that the 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 was established based on the carrying value of the debt and the revised cash flows.

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

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 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 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 issued 432,996,555 shares of Common Stock, par value $0.0001, to investors in respect of the transaction described in Note 1 above, for 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, 2021 and 2020 the Company recorded share based compensation expense of $1,034 thousands and $3,751 thousands, respectively, among general and administrative expenses.

On November 11, 2020, the Company issued additional 13,222,082 shares of Common Stock to its legal advisor pursuant to the above agreement. The Company estimated the fair value of the shares issued based on the share price at the grant date at $4,218 thousand. During the years ended December 31, 2021 and 2020 the Company recorded share based compensation expense of $703 thousandsand $3,515 thousands, respectively, among general and administrative expenses.

On May 14, 2020 the Company amended its Certificate of Incorporation to 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 to 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, 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 the fifty million (50,000,000) shares of undesignated Preferred Stock, subject to 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 anper share exercise price of ~~$0.0001~~$0.05 per ~~share.~~share, provided, that such grant is subject to approval by the shareholders of the increase in the plan pool. The options ~~were~~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 ~~vest as follows: 25%~~such individual’s continued service with the Company.

		On December 29, 2021 the Company’s board of directors approved the grants of the ~~options~~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.	On May 31, 2020, the Company entered into a strategic partnership with Intelicanna Ltd., an Israeli medical cannabis company listed on ~~December 1, 2018,~~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 ~~remaining 75%~~issuance by the Company 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 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 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 Share Exchange Agreement, will be ~~considered exercisable~~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 619,589 shares of the Company’s common stock and has authorized the issuance of such shares to 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 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 Black-Scholes option-pricing model and is presented among current liabilities within the 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		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 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 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 include the Israeli Subsidiary). The terms of the Services Agreement include: (1) the Company will, for a 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 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 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 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 ~~end~~Company’s option, issue to the Company a number of ~~each subsequent three-month period thereafter, over~~its shares equal to NIS 1.5 million (approximately $0.45 million) divided by the ~~course~~lower of ~~12 quarters. These options expired during 2019 due to termination~~(i) volume weighted average price (VWAP) of the ~~engagement with~~three trading days prior to the ~~related party.~~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 certain reimbursements for traveling, lodging and other 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 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.

	2)D.	~~Options~~Commencing in February 2020, Ilan Ben-Ishay, a director, is entitled to a ~~related party~~monthly fee of $4 thousands and ~~member of the Company’s advisory Board, exercisable to purchase 83,393 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 ~~an exercise price~~least $1.8 million in the Company’s securities.

		In addition, on August 15, 2021, the board of ~~$0.0001~~directors of Cannovation determined to adjust the compensation of Ilan Ben-Ishay, a director at Cannovation, to $2 thousands per ~~share. The options were~~month, in each case retroactive to ~~vest~~July 1, 2021. These amounts would be paid at such time as ~~follows: 25%~~Cannovation shall become due and payable from, and such time as Cannovation shall have, available funds therefor and as part of the ~~options will be exercisable on January 1, 2019, and the remaining 75% will be considered exercisable at the end~~operating budget for a minimum period of ~~each subsequent three-month period thereafter, over the course of 12 quarters. These options expired during 2019 due to termination of the engagement with the related party.~~18 months.

	3)	~~Options to a related party, a member~~ As of ~~the Company’s Board~~December, 31, 2021, and ~~its advisory Board, exercisable to purchase 436,349 shares~~2020, an amount 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,$86 thousands 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,~~$34 thousand, respectively representing compensation earned by ~~mutual consent, on November 14, 2018, following the resignation of the aforesaid related party from the Board.~~Mr. Ben-Ishay.

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

F-31

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

CITRINE GLOBAL CORP.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	1)E.	~~During January 2017~~Commencing in May 2020, Ms. Halperin, CFO of the Company, ~~granted~~was entitled to a ~~non-employee warrants to purchase 100,000~~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 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.securities.

	2)	~~During~~In addition, on August 15, 2021, the board of directors of Cannovation determined to adjust the compensation of the chief financial officer, Ilanit Halperin at Cannovation, to $4 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 $171 thousands and $66 thousand, respectively,representing compensation earned by Ms. Halperin.

	F.	Commencing in March ~~2017,~~2021, Adv. David Kretzmer, a director, is entitled to a monthly fee of $7 thousand and certain reimbursements for traveling lodging and vehicle expenses on behalf of the Company, ~~granted~~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 ~~non-employees options~~adjust the compensation of David Kretzmer, a director at Cannovation, to ~~purchase 521,065~~$2 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 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. These options were waived and cancelled in the first quarter of 2020 in connection with the TechCare Transaction.

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

~~Risk-free interest rate~~	~~1.54~~	%
~~Expected shares price volatility~~	70	%
~~Expected option term (years)~~	~~2-5~~
~~Dividend yield~~	-

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 non-employees for the years ended December 31, 2019 and 2018:~~

Number of Options Weighted Average Exercise Price
U.S Dollar
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
Cancelled (266,786 ) 0.562
Options outstanding at December 31, 2019 521,065 0.0011
Options exercisable at December 31, 2019 521,065 0.0011

Stock-based compensation expenses in the amount of $12,468 and $13,006 are included in the Company’s statements of operations and comprehensive loss for the years ended December 31, 2019 and 2018, respectively, were recorded in marketing, general and administrative expenses.

All options and warrants granted to employees and non-employees, except for options outstanding to purchase 311,544 shares of common stock of the Company, were waived and cancelled in the first quarter of 2020 in connection with the TechCare Transaction.

~~On March 28, 2019 the Company filed a Registration Statement on Form S-8 to register 5,328,185 shares of Common Stock of the Company in connection with awards under the 2017 Plan and the 2018 Plan.~~

~~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 would 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 would be solely responsible for obtaining and maintaining approval from the US Food and Drug Administration (the “FDA”) and would bear all costs related to such approval. The Company, through its OEM Distributor, communicated with the FDA regarding Novokid’s designation as a medical device. An application to the FDA Office of Combination (OCP division) was prepared.

On March 25, 2019, the Company received a notice of termination from the OEM Distributor. Accordingly, the Company did not proceed with the OEM Distributor. No FDA approval was 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 was held in an escrow account, until the Company completes certain milestones, as described in the OEM Agreement. The milestones were not achieved and the $140,000 was not paid to the Company.

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.

~~NOTE 10: CHINA JOINT VENTURE AGREEMENT AND SUBSCRIPTION AGREEMENT~~

~~On January 21, 2019 the Company entered into~~a subscription agreement with ICB Biotechnology Investments Ltd. (“ICB”), and Novomic entered into a joint venture agreement with ICB’s controlling shareholder China-Israel Biological Technology Co. Ltd. (“CIB”). In accordance with the subscription agreement the Company issued and sold 957,854 shares of Common Stock to ICB for $250,000 at price per share of $0.261, and the Company and ICB committed to implement a second share subscription on the same terms upon the achievement of certain milestones, including a transfer by Novomic of intellectual property rights to a joint venture entity to be formed pursuant to the agreement between Novomic and CIB. The joint venture entity was formed, but Novomic did not transfer to it intellectual property, and the second share subscription was not implemented. The Company believes none of the parties thereto intends to take further steps in connection with the China joint venture agreement and subscription agreement, and does not believe they will have any effect on the anticipated Novomic Divestment.

~~NOTE 11: INCOME TAXES~~

~~a. Basis of taxation~~

The Company and its subsidiary were taxed under the domestic tax laws of the jurisdiction of incorporation of each entity (United States and Israel). Losses before taxes on income for the years ended December 31, 2019 and 2018 were as follows:

Year ended
December 31, 2019 December 31, 2018
US dollars
Israeli 1,623,155 2,125,364
Non-Israeli 250,980 31,710
$ 1,874,135 $ 2,157,074

~~b. Corporate tax rates~~

~~The regular corporate tax rate in Israel was 23% in both 2019 and 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, 2019 and 2018.~~

~~c. Deferred Tax Assets~~

~~The components of the Company’s deferred tax assets as of December 31, 2019 and 2018 were as follows:~~

December 31, 2019 December 31, 2018
US dollars
Individual components giving rise to the deferred tax assets are as follows:
Tax losses carry forwards $ 1,959,070 $ 1,346,453
Provision for slow moving inventory 40,522 -
Research and Development credit carry forwards 41,417 54,908
Gross deferred tax assets $ 2,041,009 $ 1,401,361
Valuation allowance (2,041,009 ) (1,401,361 )
Total deferred tax assets $ - $ -

Change in valuation allowance for the year ended December 31, 2019 and 2018 was $639,648 and $370,175, 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, 2019, amounted to approximately to $751 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, 2019 amounted to approximately to approximately $7,725 thousand with no expiration date for these carryforward tax losses.

~~NOTE 12: LOSS PER SHARE~~

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

Year ended December 31,
2019 2018
US dollar
Numerator:
Net loss attributable to common stockholders’ $ 2,174,135 $ 2,157,074

Denominator:
Weighted average number of common stock outstanding 35,080,566 29,313,081
Weighted average number of fully vested outstanding options with an excessive price of $0.0001 2,392,712 3,163,113
37,473,278 32,476,194
Net loss per common stock:
Basic $ (0.06 ) $ (0.07 )

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

Year ended December 31,
2019 2018
US dollar
Numerator:
Net loss attributable to common stockholders’ $ 2,174,135 $ 2,157,074
Income resulting from change in fair value of option liability, see also note 9 - 132,470
Loss for the year lossfor diluted loss per share 2,174,135 2,289,544

Denominator:
Weighted average number of common stock outstanding -Diluted: 37,473,278 32,607,583
Net loss per common stock:
Diluted $ (0.06 ) $ (0.07 )

The computation of diluted net loss per share for the year ended December 31, 2019 excluded 10,344,828 preferred stock, because their inclusion would have an anti-dilutive effect on the diluted net loss per share.

~~NOTE 13: FAIR VALUE OF FINANCIAL INSTRUMENTS~~

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 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:~~

2019 2018
US dollar
Fair value as of January 1, $ - $ 132,470
Initial recognition of option liability (see Note 8) recognized in statement of operations and comprehensive loss - -
Change in fair value recognized in statement of operations and comprehensive loss - (132,470 )
Fair value as of December 31, $ - $ -

~~NOTE 14: COMMITMENTS~~

	a.	~~Novomic leased office and warehouse space, under an~~ operating ~~lease. Novomic entered into a new lease~~budget for a minimum period of one year ending on November 30, 2020 with the option to terminate with 90 days’ prior notice, and the option to extend for an additional year by giving 90 days’ notice prior to the expiration of the first year. 18 months.

		~~Office lease payments for the years ended~~As of December, 31, ~~2019~~2021, an amount of $82 thousands representing compensation earned by Adv. David Kretzmer.

	G.	On August 15, 2021, the board determined to award a bonus to the Company’s Chairperson of the Board, CEO, CFO, officers, directors and ~~December 31, 2018, under~~senior management equal to two percent (2%) of any capital raise, subject to prior repayment of the ~~above-mentioned agreement, were approximately $18.5 thousand~~outstanding convertible loans and ~~$23 thousand respectively.~~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.

	H.	~~Effective as of the Novomic Divestment, Novomic Ltd and not TechCare Corp. will be solely responsible for all commitments under the lease.~~

~~NOTE 15: RELATED PARTY TRANSACTIONS~~

a.	On November 11, 2014, the Company entered into a consulting agreement with Mr. Yossef De-Levy, a member of the Company’s Board. Pursuant to the consulting agreement, Mr. De-Levy received a gross monthly amount of NIS 5,000, which was updated on May 31, 2015 to 10,000 (approximately $2,900). The foregoing payment was in addition to, and independent of, the fee that Mr. De-Levy was entitled to receive for continued services as a member of the Board. In March 2019 and April 2019,August 9, 2021, through its 60% owned subsidiary Cannovation Center Israel, the Company entered into an ~~amendment~~agreement with iBOT, pursuant to which iBOT agreed to manufacture a line of nutritional supplements for Cannovation, including packaging and storage (the “Manufacturing Agreement”). Under the Manufacturing Agreement, the parties will agree on the compensation terms for each manufacturing order that Cannovation submits to iBOT It is intended that the price payable to iBOT will be based on the cost of manufacture plus a specified premium to be fixed at the time of each order.

	I.	On September 29, 2021, Citrine Global advanced to iBOT, a related party, a loan of $50 thousandswith a 12 month maturity date. The loan bears interest at an effective annual interest rate of 12% as and is convertible, at the option of Citrine Global, into equity shares of iBOT at conversion rate equal to the ~~consulting agreement, according~~lower of (i) 25% discount to ~~which~~ the ~~monthly retainer was waived commencing on November 15, 2018, through December 31, 2019. The Company recorded~~most recent round of capital raised by iBOT during the ~~expense against equity. The consulting agreement was terminated on March 16, 2020~~term of the loan and (ii) the ~~monthly retainer from December 31, 2019 was waived.~~

rate specified in the framework agreement. In addition, Citrine Global is entitled to convert the outstanding loan, in whole or in part, to satisfy payments of amounts owed to iBOT under the services agreements between the parties. On ~~December 31, 2015,~~October 8, 2021 the Company ~~entered into~~transferred a ~~consulting agreement with Zvi Yemini, and with his affiliated entity Y.M.Y Industry Ltd. (“YMY”). Zvi Yemini served as Chairman~~first tranche of ~~the Board of Directors until August 13, 2019, and as a board member until~~$15 thousands.

F-32

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	J.	On November, 14, 2019, and as Chief Executive Office from February 15, 2019 until November 14, 2019. Pursuant to the consulting agreement, Mr. Yemini received a gross monthly amount of NIS 24,000 (approximately $6,200). The foregoing payment was in addition to, and independent of, the fee that Mr. Yemini was entitled to receive for continued services as a member of the Board. On February 22, 2017,2021, the Company, ~~signed an amendment to~~Cannovation and CTGL – Citrine Global Israel Ltd., on the ~~original agreement with Mr. Yemini~~one hand (collectively the “Citrine Global Group”), and ~~YMY. Pursuant to~~iBOT, on the ~~amendment, Mr. Yemini’s monthly payment was increased to NIS 45,000 (approximately $13,000) starting February 2017. In March 2019 and April 2019, the Company~~other hand, entered into an ~~amendment~~Exclusive Strategic Collaboration and Alliance Agreement (the “Exclusive Rights Agreement”) pursuant to which iBOT granted to the ~~consulting agreement, according~~Citrine Global Group, jointly and individually, exclusive world-wide rights, solely with respect to ~~which~~ the ~~monthly retainer was waived commencing~~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.

	K.	See also Note 7A.

	L.	See also Note 5.

NOTE 10 – INCOME TAX

	A.	United States resident companies are taxed on ~~November 15,~~their worldwide income for corporate income tax purposes at a statutory rate of 21%. No further taxes are payable on this profit unless that profit is distributed. If certain conditions are met, income derived from foreign subsidiaries is tax exempt in the United States under applicable tax treaties to avoid double taxation.

		Income of the Israeli Subsidiary is taxable from 2018 ~~through~~and onwards, at corporate tax rate of 23%.

		The Company and its Israeli Subsidiary have not received final tax assessments since the Israeli Subsidiary’s inception.

		As of December 31, ~~2019. The Company recorded the expense against equity. The consulting agreement was terminated on November 14, 2019, which was also the effective date of Zvi Yemeni’s resignation as a director of~~2021, the Company and the Israeli Subsidiaries have carryforward losses for tax purposes of ~~his resignation as an officer of the Company.~~approximately $3,954 thousands and $337 thousands, respectively, which can be offset against future taxable income, if any.

c.F-33

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~On July 31, 2016,~~B.

Composition of loss for the year:

SCHEDULE OF COMPOSITION OF LOSS

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

U.S.		4,172		8,583
Israel		344		56
Total		4,516		8,639

The following is reconciliation between the theoretical tax on pre-tax income, at the tax rate applicable to the Company ~~entered into a consulting agreement with Mr. Oren Traistman, who was a member~~(federal tax rate) and the tax expense reported in the financial statements:

SCHEDULE OF RECONCILIATION OF EFFECTIVE TAX RATE

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

Pretax loss		4,516			8,639
Federal tax rate		21	%		21	%
Income tax benefit computed at the ordinary tax rate		(948	)		(1,814	)
Non-deductible expenses		2			1
Stock-based compensation		96			1,559
Fair value adjustments		246			41
Tax in respect of differences in corporate tax rates		(6	)		(1	)
Change in valuation allowance		610			214
Total Income tax		-			-

Deferred taxes result primarily from temporary differences in the recognition of certain revenue and expense items for financial and income tax reporting purposes. Significant components of the ~~Board until February 27,~~Company’s future tax assets are as follows:

SCHEDULE OF DEFERRED TAX ASSETS

C	2021			2020
	Year ended December 31
	2021			2020
	U.S. Dollars in thousands
Composition of deferred tax assets:
Non capital loss carry forwards		908			362
Other timing differences		64			-
Valuation allowance		(972	)		(362	)
Total deferred tax assets		-			-

Roll forward of valuation allowance

SCHEDULE OF ROLL FORWARD OF VALUATION ALLOWANCE

	U.S. Dollars in thousands
Balance at January 1, 2020 ~~including Chairman~~		2,041
Sale of the Board from August 13, 2019, and acting principal executive officer from November 14, 2019 until February 27, 2020. Pursuant to the consulting agreement, Mr. Traistman received a gross monthly amount of NIS 10,000 (approximately $2,900). In March 2019 and April 2019, the Company entered into an amendment to the consulting agreement, according to which the monthly retainer was waived commencing on November 15, 2018 throughsubsidiary		(1,893	)
Income tax expense		214
Balance at December 31, ~~2019. The Company recorded the~~2020		362
Income tax expense ~~against equity. The consulting agreement was terminated on March 16, 2020 and the monthly retainer from~~		610
Balance at December 31, ~~2019 was waived.~~2021		972

NOTE 11 – LOSS PER ORDINARY SHARE

Basic loss per share is computed by dividing net loss by the weighted average number of shares outstanding during the year. The weighted average number of shares of Common Stock used in computing basic and diluted loss per ordinary share for the years ended December 31, 2021 and 2020, are as follows:

SCHEDULE OF BASIC AND DILUTED LOSS PER ORDINARY SHARE

	Year ended December 31
	2021		2020
	Number of shares

Weighted average number of shares of Common Stock outstanding attributable to ordinary shareholders		942,568,006		476,622,892
Total weighted average number of shares of Common Stock related to outstanding options, excluded from the calculations of diluted loss per share (*)		15,672,670		46,762

d.(*)

The effect of the inclusion of options and convertible loans in 2021 and 2020 is anti-dilutive.

F-34

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 – SUBSEQUENT EVENTS

	A.	On ~~December 31, 2017,~~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 thousands on the same terms and conditions as are specified in the Convertible Note Agreement (see note 5A above). 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 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 $0.05 per share.

		Additionally, on January 5, 2022, the Company and the Buyers entered into ~~a consulting agreement with Mr. Ran Tuttnauer, a member of~~ the ~~advisory Board. Pursuant~~Fourth Amendment to the ~~consulting agreement, Mr. Tuttnauer received a gross monthly amount of $2,000. In March 2019, the Company entered into an amendment to the consulting agreement,~~Convertible Note Agreement pursuant to which the ~~monthly retainer~~following was ~~waived commencing on November 15, 2018. In April 2019 the consulting agreement was terminated. The Company recorded the expense against equity.~~agreed to:

e.	(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.

	B.	On ~~April 28, 2019,~~ February 8, 2022, Cannovation Ltd received from ILA a counter-signed development agreement to purchase rights for long term lease to 11,687 square meters of Land for purposes of building the Green Vision Center Israel, which is intended to include factories, laboratories, logistics and a distribution center for the medical cannabis, and botanicals industries.

	C.	On March 30, 2022, the Company ~~entered into a form~~Board determined to allot the Bonus referred to in Note 9G as follows: 65% of ~~Securities Purchase Agreement with each of Y.M.Y. Industry Ltd. (“YMY”), Traistman Radziejewski Fundacja Ltd. (“TRF”) and Microdel Ltd. (together with YMY and TRF,~~such bonus amounts were allocated to the ~~“Investors”) relating to an offering of an aggregate of 1,229,508 shares of the~~ Company’s common stock at a purchase price of $0.183 per share for aggregate gross proceeds of approximately $225,000. In addition, the Company granted the Investors an option, for a period of twelve months, to purchase up to an additional 375,001 shares of common stock at a price per share of $0.60, for additional aggregate consideration of $225,000. The closing of the offering took place on April 29, 2019.

On August 20, 2019, the Company entered into an additional form of securities purchase agreement with YMY and TRF, relating to an offering of an aggregate of 8,275,862 shares of the Company’s newly designated Series A Convertible Preferred Stock at a purchase price of $0.029 per share for aggregate gross proceeds of approximately $240,000. In addition, the Company granted YMY and TRF an option, for a period of twelve months, to purchase an additional 400,000 Series A Convertible Preferred Stock, in the aggregate, at a price per share of $0.60, for additional aggregate consideration of $240,000. The closing of the offering took place on August 29, 2019.

~~On October 23, 2019, Novomic appointed Idan Traitsman to serve as the~~ Chief Executive Officer, ~~of Novomic, effective immediately. In connection with Mr. Traitsman’s appointment,~~25% to the ~~Company agreed~~Company’s Chief Financial Officer and 5% to ~~pay Mr. Traitsman a monthly salary of NIS 10,000 (approximately $2,800) plus VAT. Idan Traistman is the brother of Oren Traistman, who served as a director~~one of the ~~Company until February 27, 2020.~~

directors.

On November 17, 2019, the Company entered into a form of securities purchase agreement with YMY and TRF, relating to an offering of an aggregate of 2,068,966 shares of the Company’s newly designated Series A Convertible Preferred Stock at a purchase price of $0.029 per share for aggregate gross proceeds of approximately $60,000 in 2019 and 931,034 shares of the Company’s newly designated Series A Convertible Preferred Stock at a purchase price of $0.029 per share for aggregate gross proceeds of approximately $27,000 in 2020. In addition, the Company granted YMY and TRF an option, for a period of twelve months, to purchase up to an additional 100,000 Series A Convertible Preferred Stock, in the aggregate, at a price per share of $0.60, for additional aggregate consideration of $60,000 with respect to the 2019 purchase and 45,000 Series A Convertible Preferred Stock, in the aggregate, at a price per share of $0.60, for additional aggregate consideration of $27,000 with respect to the 2020 purchase.

~~NOTE 16: SUBSEQUENT EVENT~~

~~See Note 1 with regard to the TechCare Transaction.~~

F-35

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

~~None~~

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).

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the ~~SEC’s~~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 ~~Chair of the board of directors of the Company (Chair) (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 Company’s evaluation of the effectiveness of its disclosure controls and procedures as of December 31, ~~2019,~~2021, the Company’s ~~Chair~~principal executive officer and ~~CFO~~principal financial officer concluded that ~~due to the material weaknesses described below,~~ the Company’s disclosure controls and procedures were ~~not~~ effective 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 the Company’s management, including its ~~Chair~~principal executive officer and ~~CFO,~~principal financial officer , to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

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, the Company’s management, with the participation of the Company’s principal executive officer and principal financial officer conducted an assessment, using the criteria in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Tredway Commission (“COSO”) (2013). 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, ~~2019~~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 in the Company’s internal control over financial reporting are described below:~~

~~(i) Inadequate segregation~~Attestation Report of ~~duties consistent with control objectives; and~~Registered Public Accounting Firm

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

Not applicable.

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. The Company is currently reviewing its controls related to these material weaknesses and expects to implement further changes in the next fiscal year, including identifying specific areas within its accounting and financial reporting processes to mitigate these material weaknesses.

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

Management believes that despite the material weaknesses set forth above, the Company’s consolidated financial statements as of and for the years ended December 31, 2019 and 2018 are fairly stated, in all material respects, in accordance with US GAAP.

Changes in Internal Control over Financial Reporting

~~During the three months ended December 31, 2019, there~~There were no changes in the Company’s internal control over financial reporting during the year ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

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ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable.

PART III

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

The Company’s directors hold office until the next annual general meeting of the stockholders or until their successors are elected and qualified. The Company’s officers are appointed by 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 the board of directors and the executive officers and the positions held by each as of ~~May 11, 2020.~~April 5,2022.

Name	Age	Title
Ora ~~Meir~~Elharar Soffer	5556	Chair of the ~~board of directors~~Board and ~~chief executive officer~~Chief Executive Officer

~~Zviel Gedalihou~~Ilanit Halperin	3850	Director and Chief ~~financial officer~~Financial Officer

Ilan Ben-Ishay	5152	Director

~~Ilanit Halperin~~Doron Birger	4969	Director

David Kretzmer	69	Director

Ora ~~Meir~~Elharar Soffer ~~55,~~ has been serving as our Chair of the Board and Chief Executive Officer since February 2020. Ms. Elharar Soffer is ~~a prolific~~the entrepreneur behind the company and also the head of strategic business development. Additionally, Ms. Elharar Soffer is the founder, CEO ~~investor, director~~ and ~~advisory board member with over 30 years~~chairperson of experience in investing and in promoting breakthrough technologies of various high-tech and biotech companies. Ora focuses on startups in the Israeli ecosystem and is an expert in leading and advising the companies in business strategy, positioning, investment, capital raising, financing, M&As and IPOs. OraCannovation Center Israel Ltd.

Ms. Elharar Soffer serves as director or advisory board member in various companies. ~~Ora~~Ms. Elharar Soffer is the co-founder and CEO of Citrine SAL ~~http://www.citrineinvestment.com/,~~Investment & Holdings an Israeli ~~investment group with funds~~company, that invests in various fields of ~~technology, high-tech,~~companies and ~~biotech. Citrine SAL funds~~technologies and include Citrine S A L Biotech Funds, which specializes in healthcare, wellness solutions, digital health, medical devices, ~~foodtech,~~food tech, botanical nutraceuticals, and more, and Citrine S A L High-Tech Funds, which specializes in high-tech, cyber, IoT, ~~hardware~~technologies and ~~software.~~public companies. Citrine ~~SAL is involved~~S A L invested in its portfolio companies as active venture capital funds, which combine financial investment with support and assistance for companies’ business strategies, capital raising, financing, M&As and IPOs. Citrine SAL has an experienced professional team and a leading array of consultants worldwide. Citrine SAL’s portfolio includesvarious companies such as Nicast Ltd., Nanomedic Ltd., WellBe Digital Ltd., Biocep Ltd., Improdia Ltd., Intelicanna Ltd., iBOT Israel Botanicals Ltd., Cannbit Pharmaceuticals Ltd.~~, Cannabliss Ltd.,~~ Novomic Ltd., Dario Health, BSP Medical, ICB - Israel China Biotechnology, and more. ~~Citrine SAL is part of WealthStone Holdings Group http://www.wealthstone.co.il/, which specializes in alternative investments, real estate, technology and hedge funds. Ora~~

Ms. Elharar Soffer serves as director on the ~~managment~~management boards of Nicast Ltd., Nanomedic ~~Ltd., WellBe Digital~~ Ltd., Biocep Ltd., iBOT Israel Botanicals Ltd., ~~Cannabliss Ltd.,~~ Beezhome Technologies Ltd, Beyond Blade Ltd, Citrine SAL investment & holdings Ltd, Citrine SAL high tech Ltd and Citrine ~~SAL. Ora is a board member of the Friends’ Association of Shenkar College and Israel’s National Hackathon. Ora~~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 ~~founder~~Co-Founder and CEO of Chip PC Technologies, managing and leading the company ~~turning it~~ from ~~a startup~~Startup stage to agoing 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 ~~OR1 Investment~~Beezhome Technologies Ltd., ~~Xseed, Cellergy, Beezhome Technologies,~~ Beyond Blade Ltd, Citrine S A L Group, and more. Ora is based in Israel.

~~Mr. Zviel Gedalihou~~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 ~~MBA, 38~~,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 ~~the field. From June 2012~~auditing and preparing financial statements according to ~~February 2020 Zviel served as Chief Financial~~Israeli, international (IFRS) and Operations Officer of the venture capital firm Markstone Capital Group LLC, where he worked with hundreds of investors worldwide, gained board-level experience in a wide variety of companies, and held key management positions in various companies. While serving as Chief Financial and Operations Officer of Markstone Capital Group LLC, Zviel also served as Chief Executive Officer of Tom-Set Ltd., and Chief Financial Officer of Magnolia Silver Jewelry Ltd., Cardboard Technologies Ltd. and EZTD Inc. From June 2011 to June 2012 Zviel worked as Finance Manager of Modus Selective, an investment company owned by First International Bank of Israel. From April 2008 to June 2011 Zviel worked in the Economic Consulting department of Ernst & Young. Zviel obtained his CPA license in 2011. Zviel holds an MBA specializing in Finance (2014) from the Hebrew University of Jerusalem, and a BA in Accounting and Economics (2008), also from the Hebrew University of Jerusalem. On March 1, 2020 Zviel joined WealthStone Holdings Ltd as Chief Financial Officer. WealthStone Holdings Ltd is a member of the WealthStone Holdings Group and is an affiliate of the Registrant. The WealthStone Holdings GroupUS GAAP standards. Ms. Halperin specializes in ~~alternative investments, real estate, technology~~accompanying early and ~~hedge funds. Zviel has extensive experience~~mature stage companies, providing, inter alia, tax advice, general financial consulting, assistance in ~~management, due diligence, finance valuations, M&As~~preparing business plans, and assistance and accompaniment with investors, private placements and IPOs ~~debt refinancing~~in Israel and ~~deal structures. Zviel is a Major in~~ the ~~IDF Reserves. Except for WealthStone Holdings Ltd, none~~USA. Ms. Halperin has many years of ~~the corporations or organizations Zviel has worked with during the past five years is affiliated with the Registrant.~~experience accompanying NASDAQ and OTC-traded companies.

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Ilan Ben-Ishay 51, has been serving as a director since February 2020. Mr. 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. ~~Ilan~~Mr. Ben-Ishay is a Major in the IDF Reserves. ~~Ilan~~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 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. ~~Ilan~~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, ~~Ilan~~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. ~~Ilan~~Mr. Ben-Ishay completed accounting studies and is an authorized pension insurance consultant. ~~Ilan~~Mr. Ben-Ishay is based in Israel.

~~Ilanit Halperin, CPA, 49,~~Doron Birger ~~worked for over 21 years in one~~ has been serving as a director since September 2020. Mr. Birger currently serves as the chairman of the ~~six largest accounting firms in Israel, for the last 11 years~~board of directors of Intelicanna (TASE:INTL), and Matricelf (TASE: MTLF) and as a ~~partner. She then set up her own office providing CPA~~director of Icecure Medical Ltd. (NASDAQ and ~~financial consulting~~TASE:ICCM), Kadimastem Ltd. (TASE:KDST), Pluristem (NASDAQ and ~~management services. For many years Ilanit has accompanied public~~TASE: PSTI) and Hera Med Ltd (ASX:HMD). Mr. Birger also serves as chairman and director of several private companies in Israel in the hi-tech sector mainly in the medical device field. From 2002 to 2007, Mr. Birger served as the chairman of the board of directors of Given Imaging Ltd. and ~~abroad~~later on as board member until February 2014. Mr. Birger served as chief executive officer of Elron Electronic Industries, Ltd., or 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 Corporate Secretary from 1994 to 2001. Mr. Birger is a director of variety of non-profit organizations in ~~diverse sectors, including industrial companies, real estate companies, technology companies, tourism companies~~Israel. Mr. Birger holds a B.A. and ~~more. Ilanit has extensive experience~~an M.A. in ~~auditing~~economics from the Hebrew University Jerusalem. Mr. Birger is based in Israel.

David Kretzmer was appointed as director in April 2021. Mr. Kretzmer is an experienced international commercial lawyer and preparing financial statements according to Israeli, international (IFRS) and US GAAP standards. Ilanit specializes in accompanying early and mature stage companies, providing, inter alia, tax advice, general financial consulting, assistance in preparing business plans, and assistance and accompanimentlitigator with ~~investors, private placements and IPOs in Israel and the USA. Halperin has many~~more than 35 years of experience ~~accompanying NASDAQ~~in international litigation and ~~OTC-traded companies.~~transactions concentrated on commercial law, property development and syndication, real estate law, corporate law, contracts, international trade, securities brokerage, investment banking, corporate restricting, and corporate development. In addition to his position as a director in our Company, Mr. Kretzmer is a senior partner in the law firm of Kretzmer and Associates PLLC in New York as well as the law firm Kretzmer and Associates in Tel Aviv.

Family Relationships

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

Committees of the Board of Directors

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

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

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

Code of Ethics.

The Company does not currently have a Code of Ethics because it has limited business operations and it believes a code of ethics would have limited utility at this stage.

Involvement in Certain Legal Proceedings.

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) Compliance

Section 16(a) of the Securities and Exchange Act of 1934 requires the Company’s directors and executive officers, and persons who own beneficially more than ten percent (10%) of the 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 the Company pursuant to Section 16(a). ~~The Company was informed in writing~~No delinquent reports were filed during 2021 by ~~the previous management of the Company that~~ the Company’s officers and directors and ten percent (10%) stockholders filed all reports required to be filed under Section 16(a) during 2019. The Company’s officers and directors and ten percent (10%) stockholders have filed all reports required to be filed under Section 16(a) so far during 2020.stockholders.

ITEM 11. EXECUTIVE COMPENSATION

Executive Compensation

The following table ~~below provides certain information concerning~~sets forth the total compensation received for services rendered in all capacities to usour Company for the last two fiscal years, which was awarded to, earned by, or paid to our Chief Executive Officer and Chief Financial Officer, who are our only serving officers, whose total compensation exceeded $100,000 during ~~the years ended December 31, 2019 and 2018 by all individuals who served~~2021, which we refer to collectively as our principal executive officer or acted in a similar capacity (the “PEO”) during any part of the year ended December 31, 2019, as well as Tali Dinar, who was the Company’s most highly compensated executive officer other than the PEO who was serving as an executive officer at the end of 2019, as well as Osnat Philipp, who would have been one of the Company’s two most highly compensated executive officers other than the PEO serving as an executive officer at the end of 2019, but for the fact that she was not serving as an executive officer at the end of 2019. The Company had no other individuals who received compensation of more than $100,000 during the year ended December 31, 2019.“Named Executive Officers.”

Name and Principal Position	Year		Salary ($)(1)		Bonus ($)(2)		Option Awards ($)(3)		All other compensation ($)		Total ($)

Ora Elharar Soffer, Chairperson of the Board and Chief Executive Officer		2021		300,000		-		-		-		300,000	(4)
		2020		235,000		-		-		-		235,000

Ilanit Halperin, Director and Chief Financial Officer (5)		2021		66,000		-		-		-		66,000	(6)
		2020		28,000		-		-		-		28,000

Name and Principal
Position
Year Salary
($)(1) Bonus
($)(2) Option
Awards
($)(3) All other
compensation
($) Total
($)

Oren Traistman, Former Chairman of the Board of Directors and principal executive officer 2019 37,873 - - - 37,873
2018 20,242 - - - 20,242

Zvi Yemini, Former Chairman of the Board of Directors and Former Chief Executive Officer 2019 156,263 - - - 156,263
2018 140,537 - - - 140,537

Doron Biran, Former Chief Executive Officer 2019 28,004 - 28,004
2018 89,987 - 89,987

Tali Dinar, Chief Financial Officer 2019 118,883 - - - 118,883
2018 - - - - -

Osnat Philipp, Chief Executive Officer of Novomic Ltd 2019 150,071 - - - 150,071
2018 - - - - -

(1) Represents monthly retainer payments.

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

(3) Represents stock-based compensation.

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(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.

(5) Ilanit Halperin was appointed Chief Financial Officer on May 27, 2020.

(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.

Consulting Agreements

We have entered into consulting agreements with each of Ms. Elharar Soffer, our Chairperson of the Board and Chief Executive ~~Services~~Officer, and ~~Employment Agreements~~Ms. Halperin our Chief Financial Officer and director. The following are descriptions of the material terms of our executive officers’ services and employment agreements.

~~Services~~Consulting Agreement with ~~Oren Traitsman~~Ora Elharar Soffer

OnIn July ~~31, 2016, the Company~~2020, we entered into a consulting agreement with ~~Mr. Oren Traistman, who was a member~~Ms. Elharar Soffer, our Chairperson of the Board ~~until February 27, 2020, including Chairman of the Board from August 13, 2019,~~ and acting principal executive officer from November 14, 2019 until February 27, 2020. Pursuant to the consulting agreement, Mr. Traistman received a gross monthly amount of NIS 10,000 (approximately $2,900). In March 2019 and April 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 December 31, 2019. The Company recorded the expense against equity. The consulting agreement was terminated on March 16, 2020 and the monthly retainer from December 31, 2019 was waived.

~~Services Agreement with Zvi Yemini~~

On December 31, 2015, the Company entered into a consulting agreement with Zvi Yemini, and with his affiliated entity Y.M.Y Industry Ltd. (“YMY”). Zvi Yemini served as Chairman of the Board of Directors until August 13, 2019, and as a board member until November 14, 2019, and as Chief Executive Office from February 15, 2019 until November 14, 2019. Pursuant to the consulting agreement, Mr. Yemini received a gross monthly amount of NIS 24,000 (approximately $6,200). The foregoing payment was in addition to, and independent of, the fee that Mr. Yemini was entitled to receive for continued services 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 and April 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 December 31, 2019. The Company recorded the expense against equity. The consulting agreement was terminated on November 14, 2019, which was also the effective date of Zvi Yemeni’s resignation as a director of the Company and of his resignation as an officer of the Company.

~~Services Agreement with Doron Biran~~

On July 16, 2018, the Board of the Company appointed Mr. Doron Biran as its Chief Executive Officer of the Company and of its wholly-owned subsidiary Novomic. Pursuant to the service 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 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 1, 2020 and as long as the Ms. Elharar Soffer serves as a director of the Company, unless earlier terminated with or without cause by any party hereto by 180 days advance written notice. Pursuant to the consulting agreement, effective as of February 2020, Ms. Elharar Soffer receives a monthly retainer of $20,000 plus VAT. In addition, Ms. Elharar Soffer is entitled to a company car and reimbursement for certain expenses, which include travel, lodging and meals.

In addition, on August 15, ~~2019.~~2021, the board of directors of Cannovation Center Israel determined to adjust the compensation of the Chairperson (and interim Chief Executive Officer), Ora Elharar Soffer, to $10,000 per month, 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.

Consulting Agreement with Ilanit Halperin

In July 2020, we entered into a consulting agreement with Ms. Halperin our Chief Financial Officer and director, effective as of February 1, 2020 and as long as the Ms. Halperin serves as a director or Chief Financial Officer of the Company, unless earlier terminated with or without cause by any party hereto by 60 days advance written notice. Pursuant to the consulting agreement, effective as of February 2020, Ms. Halperin received a monthly retainer of $3,500 plus VAT, and effective as of May 2020, a monthly retainer of $7,000 plus VAT. In addition, Ms. Halperin is entitled to reimbursement for certain expenses, which include car, travel, lodging and meals.

On August 15, 2021, the 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, 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.

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~~Employment Agreement with Tali Dinar~~Outstanding Equity Awards at December 31, 2021

~~On January 20, 2019, the Company entered into an employment agreement with Tali Dinar. Pursuant to her agreement, Ms. Dinar was to serve as Chief Financial Officer~~The following table sets forth information concerning equity awards held by each of the Registrant and of Novomic Ltd and was to be entitled to receive a monthly salary of NIS 23,000 (approximately $6,250). Upon the lapse of the first three months, Ms. Dinar’s monthly salary was to increase to NIS 27,000 (approximately $7,350). Upon the lapse of an additional three months, Ms. Dinar’s monthly salary was to increase to NIS 40,000 (approximately $10,900). In addition, the Company was to contribute certain amounts towards certain pension, severance, disability and tax-advantaged savings for Ms. Dinar. Ms. Dinar was to receive a leased car to be used in accordance with the Company’s policy and also to be entitled to reimbursement of expenses. It was agreed that Ms. Dinar may also be eligible for an annual bonus in an amount equal to up to 1% of any funds raised by the Company in a public offering occurring during Mr. Dinar’s employment. Ms. Dinar was to be entitled to a further bonus equaling 3% of any funds raised by contracts introduced by her to the Registrant. Ms. Dinar was also to be eligible to receive options to purchase shares of common stock constituting 1.2% of the Registrants’ outstanding share capitalour Named Executive Officers as of January 20, 2019. The Options were to vest over a period of four years in annual increments, subject to continued provision of services by Ms. Dinar. The agreement contained, among other things, a confidentiality obligation, a covenant not to compete, and an assignment of inventions. Effective December 22, 2019, Ms. Dinar voluntarily resigned from her position as Chief Financial Officer of the Registrant but continued to service as Principal Financial and Accounting Officer of the Registrant. On February 27, 2020, Ms. Dinar voluntarily resigned from her position as the Principal Financial and Accounting Officer of the Registrant, effective immediately. Ms. Dinar is serving as Chief Financial Officer of Novomic.31, 2021.

~~Employment Agreement with Osnat Philipp~~

Name

Number of Securities Underlying Options (#) Exercisable

Number of Securities Underlying Options (#) Unexercisable

Option Exercise Price

($)

Option Expiration Date

Number of Securities Underlying RSUs (#) Unvested

Market Value of Shares or Units of Stock That Have Not Vested

Ilanit Halperin,

9,425.680

0.05

8/15/2032

Chief Financial Officer

On January 1, 2019, an employment agreement between Novomic Ltd and Osnat Philipp became effective. Pursuant to her agreement, Ms. Philipp was to serve as Chief Executive Officer of Novomic Ltd and was to be entitled to receive a monthly salary of NIS 35,000 (approximately $9,750). In addition, Novomic Ltd was to contribute certain amounts towards certain pension, severance, disability and tax-advantaged savings for Ms. Philipp. Ms. Philipp was to receive a leased car to be used in accordance with the Company’s policy and also to be entitled to reimbursement of expenses. Ms. Philipp was also to be eligible to receive options to purchase shares of common stock constituting 2% of the Registrants’ outstanding share capital as of January 1, 2019. The Options were to vest over a period of four years in annual increments, subject to continued provision of services by Ms. Philipp. The agreement contained, among other things, a confidentiality obligation, a covenant not to compete, and an assignment of inventions. Effective November 1, 2019, Ms. Philipp voluntarily resigned from her position as Chief Executive Officer of Novomic Ltd.

Director’s Compensation

~~The Company entered into services agreements with Zvi Yemini and Mr. Oren Traistman, as described above, 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 the Company’s board of directors during the year ended December 31, ~~2019, other than Mr. Zvi Yemini and Oren Traistman, who did~~2021.

Name	Fee Earned or Paid in Cash($)		Option Awards($)(1)		All Other Compensation($)(2)		Total ($)
Ora Elharar Soffer		-		-		-		-	(3)
Ilanit Halperin	��	42,000		203,000		-		245,000	(4)
Ilan Ben-Ishay		56,000		-		-		56,000	(5)
David Kretzmer		82,000		154,000		-		236,000	(6)
Doron Birger		19,000		47,000		-		66,000

(1) In accordance with SEC rules, the amounts in this column reflect the fair value on the grant date of the 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 ~~receive additional compensation for their services as directors and whose compensation is set forth~~necessarily reflect the value of shares which may be received in the ~~summary compensation table above. Mr. Ningzhou Zhang served as a director~~future with respect to these awards. The grant-date fair value of the ~~Registrant from March 18, 2019 until September 19, 2019. Mr. Yossef De-Levy served as~~stock options in this column is a ~~director~~non-cash expense for us that reflects the fair value of the ~~Registrant until February 27, 2020.~~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.

~~Name~~

~~Fee Earned or Paid in Cash($)~~

~~Option Awards($)(1)~~

~~All Other~~
~~Compensation($)(2)~~

~~Total ($)~~

~~Ningzhou Zhang~~

~~Yossef De Levy~~

~~(1)Representsstock-based compensation.~~

(2) Payments are pursuant to the consulting agreements.

(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.

~~Services~~Consulting Agreement with ~~Yossef De-Levy~~Ilan Ben-Ishay

~~On November 11, 2014, the Company~~In July 2020, we entered into a consulting agreement with Mr. ~~Yossef De-Levy,~~Ben-Ishay, a ~~member~~director at the Company, effective as of February 1, 2020 and as long as the Mr. Ben-Ishay serves as a director of the ~~Company’s Board.~~Company, unless earlier terminated with or without cause by any party hereto by 30 days advance written notice. Pursuant to the consulting agreement, effective as of February 2020, Mr. ~~De-Levy received~~Ben-Ishay receives a ~~gross~~ monthly retainer of $3,500 plus VAT. In addition, Mr. Ben-Ishay is entitled to reimbursement for certain expenses, which include car, travel, lodging and meals.

In addition, on August 15, 2021, the board of directors of Cannovation Center Israel determined to adjust the 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 ~~NIS 10,000 (approximately $2,900). The foregoing payment was~~the above referenced bonus.

Consulting Arrangement with David Kretzmer

Commencing in ~~addition~~March 2021, Adv. David Kretzmer, a director, is entitled to a monthly fee of $7,000 and ~~independent~~certain reimbursements for traveling lodging and vehicle expenses on behalf of the ~~fee that~~Company.

On August 15, 2021, the Company’s board determined to award to Mr. ~~De-Levy was entitled~~Kretzmer options under the 2018 Plan to ~~receive for continued services as~~purchase up to 9,425,680 shares of common stock, at a ~~member~~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 Mr. Kretzmer start date of March 1, 2020. As of the ~~Board. In March 2019 and April 2019,~~date of this report, the ~~Company entered into an amendment to~~entirety of the consulting agreement, according to which the monthly retainer was waived commencing on November 15, 2018, through December 31, 2019. The Company recorded the expense against equity. The consulting agreement was terminated on March 16, 2020 and the monthly retainer from December 31, 2019 was waived.options have vested.

5248

In addition, on August 15, 2021, the board of directors of Cannovation Center Israel determined to 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, available funds therefor and as part of the operating budget for a minimum period of 18 months.

Golden Parachute Compensation

The Company does not currently have any agreement or understanding, whether written or unwritten, between it and 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.

Equity Compensation Plan

2018 Stock Incentive Plan

In December 2018, ~~the Company~~TechCare, 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 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 the board of directors, the 2018 Plan will be administered by the board of directors. As of the date of this annual report the board of directors has not designated a committee to administer the 2018 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. 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, ~~2020,~~2021, the total number of shares of common stock ~~issued~~issuable under the 2018 Plan, either directly as stock awards or underlying options was 023,582,200 shares of common stock.

2017 Employee Incentive Plan

In 2017, the Company adopted the 2017 Employee Incentive Plan, or the 2017 Plan, which became effective as of January 1, 2017 by the action of the board of directors. The 2017 Plan 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 determined by a committee designated by the board of directors followed by the approval of the board of directors; however, if the committee was composed of a majority of the persons then comprising the board of directors, the approval of the board of directors was not necessary. If no committee was designated by the board of directors, the 2017 was to be administered by the board of directors. The board of directors did not designate a committee to administer the 2017 Plan.

As of March 31, ~~2020,~~2021, the total number of shares of common stock issued under the 2017 Plan, either directly as stock awards or underlying options was ~~311,544~~0 shares of common stock.

~~Outstanding Equity Awards at Fiscal Year End~~

~~The following table sets forth information concerning outstanding equity awards as of December 31, 2019, for each named executive officer:~~

Option Awards Stock Awards
Name Number of Securities Underlying Unexercised Options Exercisable Number of Securities Underlying Unexercised Options Un-exercisable Equity incentive plan awards: Number of securities underlying unexercised unearned options Option Exercise Price ($) Option Expiration Date Number of shares or units of stock that have not vested Market value of shares of units of stock that have not vested Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested
Oren Traistman⁽¹⁾ 521,065 $ 0.0001 3/13/2022 - - - -
Zvi Yemini⁽²⁾ 494,204 - $ 0.0001 3/13/2022 - - - -
Doron Biran - - - - - - - - -
Tali Dinar - - - - - - - - -
Osnat Philipp - - - - - - - - -

~~(1) These options were waived and cancelled in the first quarter of 2020 in connection with the TechCare Transaction.~~

~~(2) All the options were held by Y.M.Y Industry Ltd. These options were waived and cancelled in the first quarter of 2020 in connection with the TechCare Transaction.~~

~~Compensation Committee Interlocks and Insider Participation~~

~~The following former officers of the Company participated during 2019 in deliberations of the Company’s board of directors concerning executive officer compensation: Zvi Yemini and Oren Traitsman.~~

~~Compensation Committee Report~~

To the Company’s present knowledge, during 2019 the board of directors of the Company did not review or discuss with management the Compensation Discussion and Analysis required by Item 402(b) of the Securities and Exchange Commission regulations. The board members of the Company during 2019 were Zvi Yemini, Oren Traitsman, Yossef De-Levie and Ningzhou Zhang.

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

Security Ownership of Certain Beneficial Owners and Management

As of ~~May 7, 2020,~~March 31, 2022, there were ~~494,721,815~~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 ~~May 7, 2020,~~March 31, 2021, concerning the number of shares of common stock beneficially owned, directly or indirectly, by:

	●	each person, or group of affiliated persons, known to us to beneficially own more than 5% of our outstanding ordinary shares;

	●	each of our directors;

	●	each of our executive officers; and

	●	all of our directors and executive officers serving as of ~~May 7, 2020,~~March 31, 2022, as a group.

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 31, ~~2020,~~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. ~~3 Hamelacha, Tel Aviv, 6721503,~~, 4 Haogen Street, Herzelia, Israel.

Name of Beneficial Owner	Common Stock Beneficially Owned		Percentage of Common Stock Owned			Common Stock Beneficially Owned			Percentage of Common Stock Owned
Principal Stockholders:
Ora Meir Soffer (1)		216,498,278		43.76	%
Ora Elharar Soffer (1)							427,033,045			45.31	%
Yaron Pitaru (2)		92,415,806		18.68	%		183,726,546			19.49	%
Edan Moshe Katz (3)		44,768,409		9.05	%		87,783,913			9.31	%
Ilan Ben-Ishay (4)		40,967,999		8.28	%		80,331,896			8.52	%
Executive Officers and Directors:
Ora Meir Soffer		216,498,278		43.76	%
Ora Elharar Soffer							427,033,045			45.31	%
Ilan Ben-Ishay		40,968,000		8.28	%		80,331,896			8.52	%
Ilanit Halperin		0					10,836,784	(5)		1.14	%
Zviel Gedalihou		0
All directors and executive officers as a group (four persons)		257,466,277		52.04	%
Doron Birger							1,774,065	(6)		0.19	%
David Kretzmer							9,426,680	(6)		0.5	%
All directors and executive officers as a group (five persons)							529,402,470			55.66	%

(1) Includes ~~85,000,000~~159,925,134 shares of common stock owned directly by Ora ~~Meir~~Elharar Soffer, ~~35,000,000~~65,851,526 shares of common stock owned through Beezz Home Technologies Ltd which is 100% owned by Ora ~~Meir~~Elharar Soffer, and ~~96,498,278~~201,256,385 shares of common stock owned through Citrine S A L Investment & Holdings Ltd, which is 50% owned by Beezz Home Technologies Ltd.

(2) Includes ~~31,666,667~~59,579,952 shares of common stock owned directly by Yaron Pitaru, ~~12,500,000~~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 ~~48,249,139~~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 ~~22,850,387~~42,992,368 shares of common stock owned directly by Edan Moshe Katz, about ~~4,509,945~~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 ~~17,408,077~~36,306,209 shares of common stock owned ~~through~~ 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 ~~4,127,094~~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 ~~15,930,298~~33,224,158 shares of common stock owned ~~through~~ 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.

(6) Shares of common stock issuable upon exercise of stock options

Equity Compensation Plan Information

See “Item 5. Market for Registrant’s Common Equity, Related Stockholder 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

Except as set out below, since January 1, 2020 there have been no transactions, or currently proposed transactions, in which we 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:

a.●

On November 11, 2014, the Company entered into a consulting agreement with Mr. Yossef De-Levy, a member of the Company’s Board. Pursuant to the consulting agreement, Mr. De-Levy received a gross monthly amount of NIS 10,000 (approximately $2,900). The foregoing payment was in addition to, and independent of, the fee that Mr. De-Levy was entitled to receive for continued services as a member of the Board. In March 2019 and April 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 December 31, 2019. The Company recorded the expense against equity. The consulting agreement was terminated on March 16, 2020 and the monthly retainer from December 31, 2019 was waived.

On December 31, 2015, the Company entered into a consulting agreement with Zvi Yemini, and with his affiliated entity Y.M.Y Industry Ltd. (“YMY”). Zvi Yemini served as Chairman of the Board of Directors until August 13, 2019, and as a board member until November 14, 2019, and as Chief Executive Office from February 15, 2019 until November 14, 2019. Pursuant to the consulting agreement, Mr. Yemini received a gross monthly amount of NIS 24,000 (approximately $6,200). The foregoing payment was in addition to, and independent of, the fee that Mr. Yemini was entitled to receive for continued services 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 and April 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 December 31, 2019. The Company recorded the expense against equity. The consulting agreement was terminated on November 14, 2019, which was also the effective date of Zvi Yemeni’s resignation as aany director ~~of the Company and of his resignation as an~~or executive officer of ~~the Company.~~our company;

c.●

~~On July 31, 2016, the Company entered into a consulting agreement with Mr. Oren Traistman,~~any person who was a member of the Board until February 27, 2020, including Chairman of the Board from August 13, 2019, and acting principal executive officer from November 14, 2019 until February 27, 2020. Pursuant to the consulting agreement, Mr. Traistman received a gross monthly amount of NIS 10,000 (approximately $2,900). In March 2019 and April 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 December 31, 2019. The Company recorded the expense against equity. The consulting agreement was terminated on March 16, 2020 and the monthly retainer from December 31, 2019 was waived.

On December 31, 2017, the Company entered into a consulting agreement with Mr. Ran Tuttnauer, a member of the advisory Board. Pursuant to the consulting agreement, Mr. Tuttnauer received a gross monthly amount of $2,000. In March 2019 and April 2019, the Company entered into an amendment to the consulting agreement, pursuant to which the monthly retainer was waived commencing on November 15, 2018 through August 31, 2019. In April 2019 the consulting agreement was terminated. The Company recorded the expense against equity.

~~On June 28, 2018, the Company entered into a subscription agreement with Ran Tuttnauer Family Ltd., pursuant to which it issued 645,995~~beneficially owns, directly or indirectly, 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 Common Stock with an exercise price of $0.60, exercisable until June 28, 2019. Ran Tuttnauer has served as an advisory director of the Company.

On August 8, 2018, the Company entered into subscription agreements with Traistman Radziejewski Fundacja Ltd., which is controlled by Oren Traistman who served as a director of the Company, 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 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, the Company entered into subscription agreements with YMY Industry Ltd., which is controlled by Zvi Yemini who served as a Chairman of the board of directors of the Company, 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 was amended by an amendment dated October 28, 2018, as further detailed below.

On October 28, 2018, the Company 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 of a total 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 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, the Company 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. After the issuance and sale of the shares, Marius Nacht heldcarrying more than 5% of the ~~issued Common Stock of the Company. In addition, the Company granted Marius Nacht an option, for a period of twelve months as of November 14, 2018,~~voting rights attached to ~~purchase 833,333 additional~~our outstanding shares of ~~Common Stock at a price per share of $0.60, for an additional consideration of US$500,000, if~~common stock;

●

any promoters and ~~to the extent exercised by Marius Nacht.~~control persons; and

j.●

On January 21, 2019, the Company entered into a subscription agreement with ICB Biotechnology Investments Ltd., 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, and that ICB would maintain the right to nominate one person to serve as aany member of the ~~Company’s board~~immediate family (including spouse, parents, children, siblings and in laws) of ~~directors for as long as ICB held 2%~~any of the Company’s shares of capital stock on a fully-diluted basis. ICB accordingly nominated Ningzhou Zhang, who joined the Company’s board of directors on March 18, 2019 and resigned from the board on September 19, 2019. Further details are provided above in Item 8 Note 10: China Joint Venture Agreement and Subscription Agreement.foregoing persons.

On April 28, 2019, the Company entered into a form of Securities Purchase Agreement with each of Y.M.Y. Industry Ltd. (“YMY”), Traistman Radziejewski Fundacja Ltd. (“TRF”) and Microdel Ltd. (together with YMY and TRF, the “Investors”) relating to an offering of an aggregate of 1,229,508 shares of the Company’s common stock at a purchase price of $0.183 per share for aggregate gross proceeds of approximately $225,000. In addition, the Company granted the Investors an option, for a period of twelve months, to purchase up to an additional 375,001 shares of common stock at a price per share of $0.60, for additional aggregate consideration of $225,000. The closing of the offering took place on April 29, 2019

On October 23, 2019, Novomic appointed Idan Traitsman to serve as the Chief Executive Officer of Novomic, effective immediately. In connection with Mr. Traitsman’s appointment, the Company agreed to pay Mr. Traitsman a monthly salary of NIS 10,000 (approximately $2,800) plus VAT. Idan Traistman is the brother of Oren Traistman, who served as a director of the Company until February 27, 2020.

o.	On November 21, 2019, the Company entered into a Memorandum of Understanding with Citrine S A L Investment & Holdings Ltd which provided for the sale of the Company, and the sale by the Company of 90% of its shares in Novomic.

On January 6, 2020, definitive agreements were executed for the sale of 90% of the shares in Novomic to Traistman Radziejewski Fundacja Ltd, and for the issuance and sale of a number of shares equal after the issuance to 95% of the share capital of the Company to Citrine S A L Investment & Holdings Ltd and a group of related persons and entities. Citrine S A L Investment & Holdings Ltd carried out extensive due diligence appropriate for the acquisition of a public company divesting its activities, and obtained from the Company’s sellers detailed representations and warranties. Traistman Radziejewski Fundacja Ltd is controlled by Oren Traistman, who was a director of the Company until February 27, 2020.

On February 23, 2020, the Company entered into an agreement amending and restating the January 6, 2020 agreement concerning the TechCare Transaction, which provided for the issuance and sale of the shares in stages. Pursuant to this agreement, on February 27, 2020 a number of shares was issued to Citrine S A L Investment & Holdings Ltd which was insufficient to cause a change in control of the Company - which would at that time have invalidated the Company’s Directors and Officers insurance – but which did cause to come into effect the resignation of the board of directors of the Company and the appointment of a new board nominated by Citrine S A L Investment & Holdings Ltd. The board of the directors of the Company has accordingly since February 27, 2020 been composed of three nominees of Citrine S A L Investment & Holdings Ltd, namely Ora Meir Soffer, Ilan Ben-Ishay and Ilanit Halperin. Zviel Gedalihou was appointed as Chief Financial Officer of the Company on March 17, 2020, and Ora Meir Soffer was appointed Chief Executive Officer of the Company on May 7, 2020. The Company has no payroll liabilities at present. On March 5, 2020, additional shares were issued, causing Citrine S A L Investment & Holdings Ltd and its group of related persons and entities to become owners of 90.6% of the fully diluted capital stock of the Company, and resulting in a change of control of the Company. The Company is working to complete the issuance and sale of a number of shares equal after the issuance to up to 95% of the fully diluted capital stock of the Company by amending its Certificate of Incorporation to increase its authorized share capital and then issuing additional shares.

On April 1, 2020 the Company entered into a Convertible Note Purchase Agreement (the “CL Agreement”) with Citrine S A L Investment & Holdings Ltd, 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 “Buyer”), all of which are affiliated with the Company. Under the CL Agreement, the Buyer agrees to purchase and the Company agrees to issue and sell, for up to an aggregate principal amount of $1,800,000.00, notes convertible into shares of common stock of the Company (the “Notes”), for a 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 Notes will bear interest at a rate of six percent (6%) with respect to amounts paid that are used for working capital purposes of the 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 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 guidelines required to be provided by the Buyer within 14 business days following April 1, 2020 (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.

5851

~~Engagement Agreements~~Citrine Global Transaction

On January 6, 2020, definitive agreements were executed for the sale of 90% of the shares in Novomic to Traistman Radziejewski Fundacja Ltd, and for the issuance and sale of a number of shares equal after the issuance to 95% of the share capital of the Company 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 obtained from the Company’s sellers detailed representations and warranties. Traistman Radziejewski Fundacja Ltd is controlled by Oren Traistman, who was a director of the Company until February 27, 2020.

CL Agreement

On April 1, 2020 the Company entered into the CL Agreement with ~~Directors~~the Buyers, all of which are affiliated with the Company. Under the CL Agreement, the Buyers agree to purchase and ~~Officers~~the Company agrees to issue and sell, for up to an aggregate principal amount of $1,800,000 of the Notes, for a 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 Notes will bear interest at a rate of six percent (6%) with respect to amounts paid that are used for working capital purposes of the 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 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 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 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 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 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.

~~There~~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 CL Agreement. As provided for under the terms of the CL Agreement, Citrine 8 LP was also issued 10,500,105 A warrants and 10,500,105 B warrants for shares of common stock, where the A warrants are ~~currently no engagement agreements~~exercisable beginning December 24, 2021 through December 24, 2023 and the B warrants, in each case at a per share exercise price of $0.10.

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:

	(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 originally committed to under the CL Agreement (i.e., $280) through March 31, 2022.

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:

	(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.

Agreements with ~~any directors or officers. The~~Intelicanna

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 ~~has newly appointed directors, Chief Executive Officer~~ 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.~~

~~Exculpation, Indemnification and Insurance~~

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 ~~Bylaws permit~~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 ~~exculpate, indemnify~~issue to Intelicanna 535,867 shares of the Company’s common stock and ~~insure certain~~has authorized the issuance of such shares to Intelicanna.

Share Purchase Agreement with Nanomedic

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.

iBOT

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 ~~directors~~strategy is to combine this with hemp and ~~officers~~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 ~~fullest extent permitted under~~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 ~~laws of the State of Delaware~~investments may be through loans, direct equity purchases, or other ~~applicable law.~~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 ~~intends~~ to ~~enter~~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 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 ~~indemnification agreements~~an Exclusive Strategic Collaboration and Alliance Agreement (the “Exclusive Rights Agreement”) pursuant to which iBOT granted to the Citrine Global Group, jointly and individually, exclusive world-wide rights, solely with ~~its directors~~respect to the cannabis market, to iBOT’s botanical formulas and ~~officers, exculpating them from~~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.

In October 2021, iBOT granted to Citrine Global Group, a ~~breach of their duty of care~~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 ~~fullest extent permitted~~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 ~~law and undertaking~~iBOT (the “Pre-Emption Right”). If the Citrine Global Group elects to ~~indemnify them~~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 ~~fullest extent permitted~~Citrine Global Group. Any iBOT securities of the Pre-Emption Right that Citrine Global Group elects to not purchase are to be sold by ~~law,~~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.

Compensation Arrangements with Officers and Directors

On August 15, 2021, the Company’s board of directors determined to increase the number of shares reserved for issuance under the 2018 Stock Incentive Plan to 90,000,000 shares of common stock thereunder and recommended to the Company shareholders to approve the increase in the pool to. The Board also determined to grant to each of Ilanit Halperin and David Kretzmer, directors of the Company, a grant of options to purchase 9,425,680 shares of common stock, and Doron Birger, a Company director, options to purchase 2,365,420 shares, in each case at per share exercise price of $0.05, provided, that such grant is subject to ~~certain exceptions,~~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 ~~extent that these liabilities are not covered by insurance.~~The Company also maintains directors’ and officers’ liability insurance. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company, the Company have been informed that in the opinionCompany’s Chairperson of the ~~SEC~~Board, CEO, CFO, officers, directors and senior management equal to two percent (2%) of any capital raise, subject to prior repayment of the outstanding convertible loans and so long as the payment thereof would be part of the Company’s operating budget for a minimum period of 18 months. In addition, the Board agreed to a bonus Company’s Chairperson of the Board, CEO, CFO, officers, directors and senior management of 2% from operating profits which will become payable upon the fulfillment of certain specified targets that the Board will establish, subject to prior repayment of the outstanding convertible loans and so long as the payment thereof is from available funds and would be part of the Company’s operating budget for a minimum period of 18 months.

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

Director Independence

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.

Parents of smaller reporting company

The immediate parent companies of the Company are Citrine S A L Investment & Holdings Ltd, WealthStone Private Equity Ltd, and Beezz Home Technologies Ltd. Citrine S A L Investment & Holdings Ltd directly holds ~~192,996,556~~402,512,771 shares of Common Stock of the Company, comprising ~~39.01%~~42.70% of the voting securities of the Company. WealthStone Private Equity Ltd directly holds ~~25,000,000~~47,036,804 shares of Common Stock of the Company, and its total beneficial holding in the Company, including through shares it holds in Citrine S A L Investment & Holdings Ltd, is ~~24.56%~~26.34% of the voting securities of the Company. Beezz Home Technologies Ltd directly holds ~~35,000,000~~65,851,526 shares of Common Stock of the Company, and its total beneficial holding in the Company, including through shares it holds in Citrine S A L Investment & Holdings Ltd, is ~~26.58%~~28.34% of the voting securities of the Company. In addition, WealthStone Holdings Ltd, which fully owns WealthStone Private Equity Ltd, beneficially owns ~~24.56%~~26.34% of the voting securities of the Company, and Golden Holdings Neto Ltd, which owns 50% of WealthStone Holdings Ltd, beneficially owns ~~12.28%~~13.17% of the voting securities of the Company.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Background

~~The board~~

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. On February15, 2022, the Board appointed Somekh Chaikin, Tel Aviv, Israel, PCAOB ID 1057, a member firm ~~on March 3, 2020, having dismissed it on April 25, 2019 and appointed BDO Ziv Haft, which it dismissed on March 3, 2020. The Company has been advised by Kesselman & Kesselman that it is an~~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.

Principal Accounting Fees and Services

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, ~~2019~~2020 and ~~2018, respectively.~~KPMG for 2021.

2019 2018
($ in thousands)
Audit fees (1) $ 51 $ 71
Audit-related fees (2) - -
Tax fees (3) $ 9 9
All other fees - -
Total: $ 60 80

	2021		2020
	($ in thousands)
Audit fees (1)	$	85	$	100
Audit-related fees (2)		-		-
Tax fees (3)	$	5	$	--
All other fees		-		-
Total:	$	90,	$	100

(1)	Audit fees consist of audit and review services, consents and review of documents filed with the SEC. The fee for 2021 also includes services rendered in connection with the re-audit of the financial statements for the year ended December 31, 2020.

(2)	Audit-related fees consist of assistance and discussion concerning financial accounting and reporting standards and other accounting issues.

(3)	Tax fees consist of preparation of federal and state tax returns, review of quarterly estimated tax payments, and consultation concerning tax compliance issues.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)	Documents filed as part of this report

(1)	Financial Statements

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

(2)	Financial Statements Schedules

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.

(3)

Exhibits

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.

Exhibit No.		Description

3.1		First Amended and Restated Certificate of Incorporation of the Registrant, effective as of January 9, 2019 (incorporated by reference to the annual report on Form 10-K filed by the Company on March 28, 2019).

3.2		Amended and Restated Bylaws of the Registrant, effective as of November 2018 (incorporated by reference to the annual report on Form 10-K filed by the Company on March 28, 2019).

4.1*		Description of the Registrant’s Securities

~~2.1~~4.2*		Convertible Promissory Note Dated June 21, 2021

4.3*		Convertible Promissory Note Dated December 28, 2021

10.1+		2017 Employee Incentive Plan (incorporated by reference from our Form 10-K filed April 2, 2018).

10.2+		Form of Stock Option Award Letter under the 2017 Employee Incentive Plan (incorporated by reference from our Form 10-K filed April 2, 2018).

10.3+		2018 Stock Incentive Plan (incorporated by reference to the annual report on Form 10-K filed by the Company on March 28, 2019).

10.4		Share Purchase Agreement between the Registrant, Novomic Ltd. and Traistman Radziejewski Fundacja Ltd. dated January 6, 2020 (incorporated by reference to the Current Report on Form 8-K filed by the Company on January 9, 2020).

~~2.2~~10.5		Common Stock Purchase Agreement between the Registrant, Citrine S A L Investment & Holdings Ltd. and others dated January 6, 2020 (incorporated by reference to the Current Report on Form 8-K filed by the Company on January 9, 2020).

~~2.3~~10.6		Amended and Restated Common Stock Purchase Agreement between the Registrant, Citrine S A L Investment & Holdings Ltd. and others dated February 23, 2020 (incorporated by reference to the Current Report on Form 8-K filed by the Company on February 27, 2020)..

~~2.4~~10.7		Convertible Note Purchase Agreement between the Registrant, Citrine S A L Investment & Holdings Ltd. and others dated April 1, 2020 (incorporated by reference to the Current Report on Form 8-K filed by the Company on April 2, 2020).

~~3.1~~
10.8		~~First Amended and Restated Certificate~~Form of ~~Incorporation of~~Amendment 1 to Convertible Note Purchase Agreement between the Registrant, ~~effective as~~Citrine S A L Investment & Holdings Ltd. and others dated June 12, 2020 (Series A Warrants and Series B Warrants) (incorporated by reference to the Current Report on Form 8-K filed by the Company on June 12, 2020).

10.9		Form of ~~January 9, 2019~~Amendment 2 to Convertible Note Purchase Agreement between the Registrant, Citrine S A L Investment & Holdings Ltd. and others dated April 12, 2021 (incorporated by reference to the annual report on Form 10-K filed by the Company on ~~March 28, 2019)~~April 15, 2021).

~~3.2~~

10.10		~~Amended and Restated Bylaws of~~Share Exchange Agreement between the Registrant ~~effective as of November 2018~~and Intelicanna Ltd., dated May 31, 2020 (Hebrew version) (incorporated by reference to the annual report on Form 10-K filed by the Company on ~~March 28, 2019)~~April 15, 2021).

~~10.1+~~10.11		~~2017 Employee Incentive Plan (incorporated by reference from our Form 10-K filed April 2, 2018).~~

~~10.2+~~		Form of ~~Stock Option Award Letter under~~Subscription Agreement between the ~~2017 Employee Incentive Plan (incorporated by reference from our Form 10-K filed April 2, 2018).~~

~~10.3+~~		~~2018 Stock Incentive Plan~~Registrant and Nanomedic Technologies Ltd., dated June 22, 2020 (incorporated by reference to the annual report on Form 10-K filed by the Company on ~~March 28, 2019)~~April 15, 2021).

~~10.4~~10.12		~~Subscription~~Loan Agreement between the Registrant, CTGL – Citrine Global Israel Ltd. and ~~Ran Tuttnauer Family~~Intelicanna Ltd., dated June ~~28, 2018~~25, 2020 (Hebrew version) (incorporated by reference to the annual report on Form 10-K filed by the Company on ~~March 28, 2019)~~April 15, 2021).

~~10.5~~10.13+		~~Subscription~~Consulting Agreement between the Registrant and ~~Y.M.Y Industry Ltd.,~~Ora Elharar Soffer, dated ~~August 8, 2018, as amended~~July 2020 (incorporated by reference to the annual report on Form 10-K filed by the Company on ~~March 28, 2019)~~April 15, 2021).

~~10.6~~10.14+		~~Subscription~~Consulting Agreement between the Registrant and ~~Traistman Radziekewski Fundacja Ltd.,~~Ilanit Halperin, dated ~~August 8, 2018~~July 2020 (incorporated by reference to the annual report on Form 10-K filed by the Company on ~~March 28, 2019)~~April 15, 2021).

~~10.7~~10.15+		~~Subscription~~Consulting Agreement between the Registrant and ~~Marius Nacht~~Ilan Ben-Ishay, dated ~~November 14, 2018~~July 2020 (incorporated by reference to the annual report on Form 10-K filed by the Company on ~~March 28, 2019)~~April 15, 2021).

10.16*		Third Amendment to Convertible Note Purchase Agreement between the Registrant, Citrine S A L Investment & Holdings Ltd. and others dated August 13, 2021

~~10.8~~23.1*		Subscription Agreement between the Registrant and China-Israel Biological Technology Co. Ltd. dated January 21, 2019 (incorporated by reference to the annual report on Form 10-K filed by the Company on March 28, 2019).

~~10.9~~		~~Shareholders’ Agreement between the Registrant, Novomic Ltd, and the shareholders listed therein, dated February 8, 2016 (incorporated by reference from our 8-K filed on February 10, 2016).~~

~~10.10~~		~~Joint Venture Contract between the Registrant and China-Israel Biological Technology Co. Ltd. dated January 17, 2019 (incorporated by reference from our Form 8-K filed January 22, 2019).~~

~~10.11+~~		~~Service Agreement between the Registrant and Doron Biran, dated July 16, 2018 (incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on July 20, 2018).~~

~~10.12+~~		~~Employment Agreement between the Registrant and Tali Dinar, dated January 20, 2019 (incorporated by reference to the annual report on Form 10-K filed by the Company on March 28, 2019).~~

~~10.13~~		~~Form of Registrant Indemnification Agreement (incorporated by reference to the annual report on Form 10-K filed by the Company on March 28, 2019).~~

~~10.14~~		Termination Agreement between the Registrant, Novomic Ltd. and Doron Biran, dated February 13, 2019 (incorporated by reference to the annual report on Form 10-K filed by the Company on March 28, 2019).

10.15+*		~~Employment Agreement between Novomic Ltd. and Osnat Philipp, which became effective on January 1, 2019.~~

10.16+*		~~Consultancy Agreements between the Registrant and Yossef De Levie and Oren Traistman respectively are described in Item 11 and in Note 14 of Item 8 of this annual report.~~

10.17*		~~Subscription Agreement between the Registrant and Y.M.Y Industry Ltd. dated April 15, 2019.~~

10.18*		~~Subscription Agreement between the Registrant and Microdel Ltd. dated April 15, 2019.~~

10.19*		~~Subscription Agreement between the Registrant and Traistman Radziejewski Fundacja Ltd dated April 10, 2019.~~

~~10.20~~		Subscription Agreement between the Registrant and Traistman Radziejewski Fundacja Ltd dated August 2019 (incorporated by reference to the Current Report on Form 8-K filed by the Company on August 26, 2019).

~~10.21~~		~~Subscription Agreement between the Registrant and Y.M.Y Industry Ltd. dated August, 2019 (incorporated by reference to the Current Report on Form 8-K filed by the Company on August 26, 2019).~~

10.22*		~~Subscription Agreement between the Registrant and Traistman Radziejewski Fundacja Ltd dated November 14, 2019.~~

10.23*		~~Subscription Agreement between the Registrant and Y.M.Y Industry Ltd. dated November 14, 2019.~~

23.1*		Consent of ~~Kesselman & Kesselman,~~Somekh Chaikin, Certified Public Accountant (Isr.), a member firm of ~~PricewaterhouseCoopers~~KPMG International Limited, independent registered public accounting firm for the Registrant.

31.1*		Certification of chief executive officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of chief financial officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of chief executive officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of chief financial officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101*		Financial information from ~~TechCare~~Citrine Global Corp’s Annual Report on Form 10-K for the year ended December 31, ~~2019~~2021 formatted in ~~XBRL (eXtensible~~iXBRL (Inline eXtensible Business Reporting Language).

101.1*104		~~The following materials from our Quarterly Report on Form 10-Q for~~Cover Page Interactive Data File (embedded within the ~~quarter ended December 31, 2019 formatted in~~Inline XBRL (eXtensible Business Reporting Language): (i) the Interim Condensed Consolidated Balance Sheets, (ii) the Interim Condensed Consolidated Statements of Operations, (iii) the Interim Condensed Consolidated Statements of Comprehensive Loss, (iv) the Interim Condensed Statements of Changes in Equity, (v) the Interim Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to Interim Condensed Consolidated Financial Statements, tagged as blocks of text and in detail.document)

+	Management contract or compensatory plan or arrangement
*	Filed herewith
**	Furnished herewith

ITEM 16. SUMMARY

NotApplicable.

6258

SIGNATURES

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.

	~~TechCare~~Citrine Global, Corp.

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

	Date:	~~May 11~~,~~2020~~April 8, 2022

	By:	/s/ ~~Zviel Gedalihou~~Ilanit Halperin
		~~Zviel Gedalihou~~Ilanit Halperin
		Chief Financial Officer
		(Principal Financial and Principal Accounting Officer)

	Date:	~~May 11,~~ ~~2020~~April 8, 2022

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENT: That the undersigned officers and directors of ~~TechCare~~Citrine Global, Corp. do hereby constitute and appoint each of Ora ~~Meir~~Elharar Soffer and ~~Zviel Gedalihou~~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.

Signature	Title	Date

/s/ Ora ~~Meir~~Elharar Soffer	Chair of the Board of Directors and Chief Executive Officer	~~May 11~~,~~2020~~April 8, 2022
Ora ~~Meir~~Elharar Soffer	(Principal Executive Officer)

/s/ ~~Zviel Gedalihou~~Ilanit Halperin	Director and Chief Financial Officer	~~May 11~~,~~2020~~April 8, 2022
~~Zviel Gedalihou~~Ilanit Halperin	(Principal Financial Officer and Principal Accounting Officer)

/s/ Ilan Ben-Ishay	Director	~~May 11~~, ~~2020~~April 8, 2022
Ilan Ben-Ishay

/s/ ~~Ilanit Halperin~~Doron Birger	Director	~~May 11~~,~~2020~~April 8, 2022
~~Ilanit Halperin~~Doron Birger

/s/ David Kretzmer	Director	April 8, 2022
David Kretzmer

6359

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		1725

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		2240

ITEM 8.		FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		2341

ITEM 9.		CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		4642

ITEM 9A.		CONTROLS AND PROCEDURES		4643

ITEM 9B.		OTHER INFORMATION		4743

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		4844

ITEM 11.		EXECUTIVE COMPENSATION		5046

ITEM 12.		SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		5450

ITEM 13.		CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		5651

ITEM 14.		PRINCIPAL ~~ACCOUNTING~~ACCOUNTANT FEES AND SERVICES		5956

PART IV
		~~PART IV~~

ITEM 15.		EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	57

ITEM 16. FORM 10-K SUMMARY	58

SIGNATURES	59

~~Patents~~	●	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

~~Each patent’s relevance~~	●	We are leveraging technology and research and focus on developing plant-based wellness and pharma solutions to ~~the program~~	~~Date~~improve quality of life and ~~status of registration~~complementary products for balancing selected side effects caused by medicines and treatments, cannabis, aging, stress, and an unbalanced lifestyle

	●	We have the ability to develop innovative products and solutions that meet customer and market needs

~~EP 2 438 830 B1~~	●	We develop our IP strategy by building patent portfolio, clinical studies, and regulatory approvals
		EU
	●	We have a leading experienced team and partners with proven track record in technology, high-tech and biotech and proven experience in bringing companies to global success
		~~Treating lice~~
	●	Our presence in Israel combined with ~~gaseous compounds in airtight space.~~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.
		~~Approved on July 16, 2014~~
~~US 9/307820 B2~~	●	~~U.S.~~	~~Treating lice~~Potential partnerships and other collaborations with ~~gaseous compounds~~international companies 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 *wellness and pharma industries

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

	●	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

●	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.

	●	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
	●	Herbal/Botanical Supplements usage has emerged as a popular complementary and alternative medicine or supplement to modern medicine
	●	Rising consumer awareness regarding the severity of digestive disorders, stimulate the growth of the Enzymes segment.

●	Growing applications in diseases
●	Growing FDA approvals
●	Technological development in the manufacturing process
●	Rising demand for traditional medicines
●	Growing focus on natural source medicines

	●	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.

	●	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		2,363,712	$	0.0001

Total		2,363,712	$	0.0001		3,636,288

(1)	Represents shares of common stock issuable under our 2017 and 2018 Employee Incentive Plan and upon exercise of outstanding options to purchase ~~2,363,712~~23,582,200 shares of common stock.

(2)	The weighted average remaining term for the expiration of remaining stock options is 2 years.

(3)	Represents shares of common stock available for future issuance under 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.

	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~~	24
~~Consolidated Financial Statements for the Years Ended December 31, 2019 and 2018~~
~~Consolidated Balance Sheets~~	25
~~Consolidated Statements of Operations and Comprehensive Loss~~	26
~~Consolidated Statements of redeemable convertible preferred stock and Stockholders’ Equity (capital deficiency)~~	27
~~Consolidated Statements of Cash Flows~~	28
~~Notes to Consolidated Financial Statements~~	~~29-45~~

	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~~
~~May 11, 2020~~

	December 31, 2019			December 31, 2018
Assets
Current assets:
Cash and cash equivalents	$	17,636		$	474,715
Inventory		34,513			248,912
Accounts receivable		9,141			13,462
Inventory subject to refund		2,159			44,529
Other receivables		18,522			176,583
Total current assets		81,971			958,201

Non-current assets:
Severance pay fund		-			27,258
Right of use asset		14,502			-
Long-term deposits		4,699			11,366
Property and equipment, net		155,655			161,401
Total non-current assets		174,856			200,025
Total assets	$	256,827		$	1,158,226

Liabilities and Stockholders’ Equity (capital deficiency)
Current liabilities:
Accounts payable and accrued expenses	$	223,841		$	231,311
Notes payable		123,494			80,026
Refund liability		4,998			73,464
Current maturities of long-term lease liability		7,295			-
Total current liabilities		359,628			384,801

Non-current liability:
Lease liability		7,962			-
Liability for severance pay		-			31,971
Total liabilities		367,590			416,772
Redeemable convertible preferred stock:
Redeemable convertible Series A preferred stock, par value $0.0001 per share 12,413,794 shares authorized; 10,344,828 and 0 issued and outstanding at December 31, 2019 and December 31, 2018, respectively		300,000			-
Stockholders’ Equity (capital deficiency):
Common stock, par value $0.0001 per share, 500,000,000 shares authorized; 35,449,398 and 33,212,036 shares issued and outstanding at December 31, 2019 and 2018, respectively		3,545			3,322
Additional paid-in capital		10,042,496			9,329,419
Stock to be issued		30,000			30,000
Preferred stock (excluding redeemable Series A preferred stock), par value $0.0001 per share, 37,586,206 shares authorized at December 31, 2019 and 10,000,000 at December 31, 2018; none issued and outstanding at December 31, 2019 and 2018		-			-
Accumulated deficit		(10,602,292	)		(8,728,157	)
Accumulated other comprehensive income		115,488			106,870
Total stockholders’ equity (capital deficiency)		(410,763	)		741,454
Total liabilities and stockholders’ equity (capital deficiency)	$	256,827		$	1,158,226

	For the years ended
	December 31, 2019			December 31, 2018

Revenues		149,085			251,417
Cost of revenues		158,514			218,639
Provision for slow moving inventory		176,183			-
Gross profit (loss)		(185,612	)		32,778

Research and development expenses		114,560			288,813
Marketing, general and administrative expenses		1,535,576			2,003,709
Change in fair value of option liability		-			(132,470	)
Operating loss		1,835,748			2,127,274

Financial expenses ,net		38,387			29,800
Loss before income taxes		1,874,135			2,157,074

Net loss		1,874,135			2,157,074
Accretion of redeemable convertible preferred shares for Beneficial Conversion Feature		300,000			-
Net loss attributable to common stockholders		2,174,135			2,157,074

Net loss per common stock:
Basic	$	(0.06	)	$	(0.07	)
Diluted	$	(0.06	)	$	(0.07	)

Weighted average number of common stock outstanding:
Basic		37,473,278			32,476,194
Diluted		37,473,278			32,607,583

Comprehensive loss:
Net loss		1,874,135			2,157,074
Other comprehensive income attributable to foreign currency translation		(8,618	)		(2,093	)
Comprehensive loss		1,865,517			2,154,981

	2021			2020
	Years ended
	December 31
	2021			2020

Revenues		-			12
Cost of revenues		-			(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 (Note 1)		-			52
Operating loss		(3,335	)		(8,317	)
Financing expenses, net:
Fair value adjustment of liability in connection with stock exchange agreement (Note 8)		-			(72	)
Change in fair value of trading securities (Note 8)		-			7
Change in fair value of short-term loan measured at fair value (Note 8)		-			20
Change in fair value of convertible component in convertible notes (Note 5)		(176	)		(287	)
Expenses related to convertible loan terms		(333	)		-
Loss from extinguishment in connection with convertible loan restructuring (Note 5)		(620	)		-
Other financing expenses, net		(52	)		10
Financing expenses, net		(1,181	)		(322	)

Net loss attributable to Common stockholders		(4,516	)		(8,639	)

Loss per Common Stock (basic and diluted)		(0.00	)(*)		(0.02	)

Basic weighted average number of shares of Common Stock outstanding		942,568,006			476,622,892

Comprehensive loss:
Net loss		(4,516	)		(8,639	)
Other comprehensive loss attributable to foreign currency translation		-			(10	)
Comprehensive loss		(4,516	)		(8,649	)

	Redeemable																Accumulated
	convertible								Additional			Stock					Other		Total
	preferred stock				Common Stock				Paid-in			to be		Accumulated			Comprehensive		Stockholders’
	stock		amount		stock		amount		Capital			issued		Deficit			Income		equity
Balance at December 31, 2017						25,835,401	$	2,584	$	6,945,151			30,000		(6,571,083	)	$	104,777	$	511,429
Issuance of common stock and warrants						7,376,635		738		2,371,262			-		-			-		2,372,000
Foreign currency translation differences						-		-		-			-		-			2,093		2,093
Stock-based compensation to non – employees						-		-		13,006			-		-			-		13,006
Net loss for the year															(2,157,074	)		-		(2,157,074	)
Balance at December 31, 2018						33,212,036		3,322		9,329,419			30,000		(8,728,157	)		106,870		741,454
Issuance of Common stock and warrants						2,237,364		223		457,232			-		-			-		457,455
Waiver of fee by related parties						-		-		243,377					-			-		243,377
Issuance of redeemable Convertible Preferred Shares and related Beneficial Conversion Feature		10,344,828								300,000										300,000
Accretion of redeemable preferred shares for Beneficial Conversion Feature				300,000						(300,000	)									(300,000	)
Stock-based compensation						-		-		12,468			-		-			-		12,468
Other comprehensive income						-		-		-			-		-			8,618		8,618
Net loss for the year						-		-		-			-		(1,874,135	)		-		(1,874,135	)
Balance at December 31, 2019		10,344,828		300,000		35,449,400		3,545		10,042,496			30,000		(10,602,292	)		115,488		(410,763	)

	Number of Shares			Amount			Stock		Amount		paid-in Capital		to be issued		Accumulated deficit			comprehensive Income			stockholders’ equity
	Redeemable convertible Preferred Stock						Common Stock				Additional		Stock					Accumulated other			Total
	Number of Shares			Amount			Stock		Amount		paid-in Capital		to be issued		Accumulated deficit			comprehensive Income			stockholders’ equity

BALANCE AT DECEMBER 31, 2019		10,344,828			300			35,449,400		4		10,042		30		(10,602	)		116			(410	)
CHANGES DURING THE YEAR ENDED DECEMBER 31, 2020:
Conversion Preferred Stock to Common Stock		(10,344,828	)		(300	)		10,344,828		1		299		-		-			-			300
Issuance of Common Stock		-			-			864,997,122		86		91		-		-			-			177
Issuance of Common Stock to service provider		-			-			29,633,186		3		9,155		-		-			-			9,158
Waiver of fee by related party		-			-			-		-		11		-		-			-			11
Modification of warrants in connection with convertible loan restructuring (Note 5)
Warrants issued in connection with convertible notes (Note 5)		-			-			-		-		302		-		-			-			302
Issuance of Common Stock in exchange investment in marketable securities		-			-			2,143,470		*		514		-		-			-			514
Other comprehensive loss		-			-			-		-		-		-		-			(10	)		(10	)
Classification of embedded conversion feature from liability to equity (Note 5)
Commitment for issuance of fixed number of ordinary shares
Share based compensation
Net loss for the period		-			-			-		-		-		-		(8,639	)		-			(8,639	)
BALANCE AT DECEMBER 31, 2020		-			-			942,568,006		94		20,414		30		(19,241	)		106			1,403
CHANGES DURING THE YEAR ENDED DECEMBER 30, 2021:
Modification of warrants in connection with convertible loan restructuring (Note 5)		-			-			-		-		361		-		-			-			361
Warrants issued in connection with convertible notes		-			-			-		-		172		-		-			-			172
Classification of embedded conversion feature from liability to equity (Note 5)		-			-			-		-		670		-		-			-			670
Commitment for issuance of fixed number of ordinary shares		-			-			-		-		-		14		-			-			14
Share based compensation		-			-			-		-		456		-		-			-			456
Net loss for the period		-			-			-		-		-		-		(4,516	)		-			(4,516	)
BALANCE AT DECEMBER 31, 2021		-			-			942,568,006		94		22,073		44		(23,757	)		106			(1,440	)


		U.S. Dollars in thousands
Cash and cash equivalents		14
Working capital (excluding cash and cash equivalents), net (deficit)		(217	)
Long term assets		156
Long term liabilities		(5	)
Total value of a subsidiary		(52	)
Amounts received		-
Gain from deconsolidation of a subsidiary	$	52

	1.	Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. When an asset is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in the Statements of Operations and Comprehensive Loss.

	2.	Rates of depreciation:

		~~Years~~%

Computers and ~~software~~		3
~~Electronic~~office equipment		7-33
~~Office furniture and equipment~~Land		~~14-15~~
~~Machinery and equipment~~-

	Level 1		Level 2		Level 3		Total
	Balance as of December 31, 2020
	Level 1		Level 2		Level 3		Total
	U.S. Dollars in thousands

Trading securities (Note 8)		-		522		-		522
Short-term loan measured at fair value (Note 8)		-		-		165		165
Total assets		-		522		165		687

Liabilities:
Fair value of convertible component in convertible notes (Note 5)		-		-		381		381
Fair Value of forward option (Note 8)		-		-		72		72
Total liabilities		-		-		453		453

	●	~~Identification of the contract, or contracts, with a customer.~~Changes in Fair value
	●	~~Identification~~U.S. Dollars in thousands
Assets:
Outstanding at January 1, 2020			-
Fair value of ~~the performance obligations~~issued level 3 assets			145
Changes in ~~the contract.~~fair value			20
Outstanding at January 1, 2021			165
Outstanding balance			165
Proceeds from repayment of short term loan			(164	)
Interest and change in fair value of short-term loan measured at fair value			(1	)
Outstanding at December 31, 2021			-
Outstanding balance			-
	●	~~Determination of the transaction price.~~
Liabilities:	●	~~Allocation of the transaction price to the performance obligations in the contract.~~
Outstanding at January 1, 2020	●	~~Recognition~~	-
Fair value of ~~revenue when, or as,~~issued level 3 liability			351
Changes in fair value			102
Outstanding at January 1, 2021			453
Outstanding balance			453
Fair value of convertible component in additional convertible notes issued during the ~~Company satisfies a performance obligation.~~period			116
Classification of embedded conversion feature from liability to equity			(670	)
Commitment for issuance of fixed number of ordinary shares			(14	)
Changes in fair value			115
Outstanding at December 31, 2021			-
Outstanding balance			-