UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For the fiscal year ended December 31 2020, 2021

or

For the transition period from ________________ to ________________

Commission file number 000-55680

CITRINE GLOBAL, CORP.

(Exact Name of Registrant As Specified In Its Charter)

Registrant’s Telephone Number, Including Area Code: + (972) 73 760034197298851422

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

Securities registered pursuant to section 12(g) of the Act:

(Title of class)

Common Stock, $0.0001 per share

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 June 30, 2020,2021, the aggregate market value of the common stock held by non-affiliates of the registrant was approximately $113 $6.752million based on the closing price of $0.23$0.027 per share of the Registrant’s common stock on June 30, 2020.

The registrant had 942,568,006shares of common stock outstanding as of March 31, 2021.April 8, 2022.

CITRINE GLOBAL CORP

2021 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

Cautionary Statement regarding Forward-Looking Statements

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,” “Citrine Global,” the “Company” and the “Registrant” mean Citrine Global, Corp. and its subsidiaries unless the context clearly requires otherwise.

PART I

ITEM 1. BUSINESS

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.;

Business Overview

Corporate History and Background

We are a plant-based wellness & pharma solutions company. Our business activity is primarily comprised of developing Israeli technologieswellness and pharma solutions, focused on science backed plant-based products to improve quality of life and bringing themcomplementary 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 2030¹ with growing awareness of health and wellness solutions for improving people’s quality of life². We are witnessing a global markets. 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 in 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 food-tech,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 medical cannabis industriesa wide variety of plants that demonstrate high growth potentialcontain 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 focus on these markets.body balancing, and alleviating side effects.

Our headquarters directors, and executive officerstop executives are all based in Israel, where we operate via our wholly-owned subsidiary, CTGL -100%-owned-subsidiary “CTGL Citrine Global Israel Ltd. (“Citrine Global Israel”).

We have developed a unique platform of operational innovation centers (each, an “Operational Innovation Center”) that create eco-systems for the health, wellness, botanicals,” and medical cannabis industries. Our first Operational Innovation Center will be the Cannovation60%-owned “Cannovation Center Israel (the “Cannovation Center in Israel”), focusing on Israeli health, wellness, botanicals, and medical cannabis Industries: supported in part by Israeli government grants and benefits.

We have anLtd.” Our experienced team and a network of partners that include leading expertsare leaders in their respective fields with a proven track recordrecords as top-level businesspeople and executives in technology, high-tech, biotech, investment,investments, entrepreneurship, real estate, finance, and strategic business developmentproven 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 worldwide. governmental support powers us to access the latest technologies, talent, and innovation to bring innovative solutions to the global market.

Our mission is to become a leading company for plant-based wellness & pharma solutions to improve people’s quality of life.

Our recent achievements and upcoming milestones include:

Developing & Bringing Plant-Based Wellness & Pharma Products to Market

We are developing plant-based solutions which include products for improving quality of life and complementary solutions for balancing selected side effects caused by using medicines, cannabis, treatments, or an unbalanced lifestyle. In December 2021 we finalized the development of 25 proprietary formulations in multiple form factors under the brand name of Green Side by Side™ for the wellness industry.

The Green Side by Side™ product line includes herbals medicinal mushrooms, vitamins, minerals, and a variety of researched plants known for their healing qualities that contain substances with different anti-inflammatory properties and a variety of health-supportive effects that are relaxing, sleep enhancing, energizing, mood and body balancing, as well as enhancing oral care, alleviating side effects, and many botanical formulations that we target for balancing selected side effects and improving quality of life.

Green Side by Side products are manufactured in Israel in a GMP-certified manufacturing facility approved by the Israeli Ministry of Health. In Q1 2022 we launched in the Israeli market several products from the Green Side by Side™ product line, which includes the SmokLy ^TM 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 operateexpand our activity in the Israeli market as well as distribute worldwide through domestic subsidiaries,with local teams, partners and industry expertsaccording to local regulations. Green Side by Side is positioned to capture market share in each area.the nutritional supplements market that is expected to reach $625 billion by 2030⁴.

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

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

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

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

IP and Research & Development Strategy

Our IP strategy and R&D roadmap include building our patent portfolio, conducting clinical studies, advancing products through regulatory approvals. Leveraging technology and research, we continue to innovate, developing solutions that combine botanical formulations, herbal extracts, tinctures, sprays and other natural delivery methods with a variety of researched plants known for their healing qualities.

We target to bring to the wellness and pharma market innovative products to improve quality of life and complementary solutions for balancing selected side effects caused by medicines, treatments, cannabis, aging, stress, or an unbalanced lifestyle.

Our mission includes developing plant-based medicines for the plant-derived drug market that is expected to reach $53 billion by 2026⁵.

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

A broad range of medicines, including use of cannabis, and treatments have common side effects such as dryness in the oral cavity (xerostomia), headaches, dizziness, drowsiness, fatigue, nausea, vomiting, lack of concentration, and impaired appetite. We are researching and developing complementary solutions to address the need to balance selected effects through wellness solutions, as well as clinically developed plant-based pharmaceutical solutions⁶.

Addressing a significant market need, we filed a provisional patent application with the US Patent and Trademark Office to address the side effects of cannabis use titled “Pharmaceutical Compositions and Methods for the Treatment of Side-Effects Associated with the Use of Cannabis, Cannabinoids and Related Products” patent No: 63/257,673.

Research shows that nearly 70% of cannabis users experience constant dry mouth and 20% percent of the elderly suffer from xerostomia as a side effect of their medications⁷. As part of our Green Side by Side product line, we developed the SmokLy ^TM series 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 the development and production of botanical and plant-based products.

⁵ 2018-2026, G. and 2018-2026, G., 2022. Botanical and Plant Derivative Drug Market - Global Forecast 2018-2026. [online] Inkwood Research.

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

⁷ Harpreet, 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 first-of-its-kind center that combines:

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

Israel as a source of innovation & Global Expansion Strategy

Our presence in Israel combined with our close contacts with leading universities, researchers, companies, shareholder and government support empowers us to access the latest technologies, talent, and innovations. Israel, known as the Startup Nation, is well positioned as a leader in developing Israeli technologiestechnology with a critical mass of technology companies, researchers, scientists, and solutions that improve people’s healthgovernment support.

A core part of our strategy includes building a worldwide network with local teams, partners, subsidiaries, Green Vision Centers, strategic partnerships, collaborations, and qualitymergers & acquisitions of life worldwide.technology and distribution companies. Initially, we are planning to build infrastructure for business development and sales with local teams in North America and Europe.

We created a 5-element approach of multi-strategy solutions to realize our vision:

Generating Revenue Strategy

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

Corporate and Development History

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

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

On February 27, 2020, the resignations of all then serving directors became effective, and the appointments of Ora Elharar Soffer, Ilan Ben-Ishay, and Ilanit 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 Elharar Soffer was appointed Chief Executive Officer of the Company on May 7, 2020. Doron Birger was appointed as a fourth director on September 3, 2020.

As of March 31, 2022, the Company has one 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.

Material Agreements and Arrangements

Financing transaction with Affiliates

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 should bewas 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:

Transaction with Intelicanna Ltd.

On May 31, 2020, we and Intelicanna entered into a strategic partnership with Intelicanna Ltd., an Israeli medical cannabis company listed on the Tel Aviv Stock Exchange with ticker symbol INTL (“Intelicanna”), via a share exchange agreement 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 providesprovided 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 issuanceIssuance 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 providesprovided that a fall in a share price of a party, not exceeding 20%, measured six months after issuance of shares by both parties pursuant to the share exchange agreement, will be offset by the issuance of additional shares to the other party to bring up to $500 thousand the total value of the shares issued to the other party. On September 17, 2020 we issued to Intelicanna 2,143,470 shares of common stock in exchange for 619,589 of Intelicanna’s ordinary shares. The lock-up period under the share exchange agreement with respect to the 619,589 Intelicanna’s ordinary shares held by the Company lapsed in March 2021. Between August 3 – 9, 2021, we sold to an unrelated third party in an off market transaction 619,589 ordinary shares of Intelicanna for aggregate gross proceeds to the Company of 1,260,611 NIS (approximately $391,500 based on the current exchange rate). Following the sale, the Company no longer holds any Intelicanna shares. We sold our holdings in Intelicanna primarily to avoid being deemed an “investment holding company”. In addition, on August 15, 2021, the Company’s board of directors determined that it is required to issue to Intelicanna 535,867 shares of the Company’s common stock 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.

Furthermore, onOn 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 “Services Agreement”) (references in this paragraph to the Company include the Israeli Subsidiary).financing. 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 advanceagreement was terminated 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: consultingmutual consent 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.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 will bearhad a 6% annual interest and Intelicanna willwas required to make additional payments equallingequaling 6% of its gross revenues between the date the financing is received and the date Intelicanna’s aggregate gross revenues thereafter equal NIS 2 million. If the total of the 6% interest plus the additional payments would result in a return of less than 12% in the year to the Company, the interest will be increased to bring the total return to 12%. Every three months Intelicanna must pay the interest, and after 12 months, it must repay the capital, plus the total of the additional payments due, plus any outstanding interest, and it must pay interest of 2% per month on any late payments, provided however that until the foregoing obligations are paid in full Intelicanna must pay 50% of its gross revenues to the Company upon receipt. If Intelicanna does not pay all amounts due within 18 months, it shall, at the Company’s option, issue to the Company a number of its shares equal to NIS 1.5 million divided by the lower of (i) the volume-weighted average price (“VWAP”) of the three trading days prior to the lapse of the 18 months, and (ii) VWAP of the three trading days prior to the signing of the financing agreement. The financing must be paid by the Company to Intelicanna within 30 days of signing the financing agreement, subject to completion of due diligence to the Company’s satisfaction and to Intelicanna receiving a commercial growing license.

On July 9, 2020, we transferred to Intelicanna NIS 500 thousand500,000 (approximately $145 thousand)$145,000 on the date of payment) on account of the above loan. On March 31, 2021, Intelicanna repaid the outstanding principal loan with the 12% interest.interest in an aggregate amount of $164,000.

Agreements with iBOT for Manufacturing and Related Services

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, theour Board of the CompanyDirectors approved for the Company and Citrine Global Israel to proceed with preparations for investing in iBOTiBOT. On August 9, 2021, through our 60% owned subsidiary Cannovation Center Israel, Botanicals Ltd.,we entered into an Israeli botanical nutraceutical company (“iBOT”). iBOT has a manufacturing facility for a wide range of botanical formulations, and part of its strategy is to combine this with hemp and cannabidiol (“CBD”). The Board gave its approval, subject to agreement of definitive terms and receipt of all necessary corporate and other approvals, for a proposed transaction in which (1) the Company would have an option to make one or more investments during a period of 12 months in an aggregate amount of up to $1 million; (2) the investments may be through loans, direct equity purchases, or other means, and would be based on milestones; and (3) iBOT would grant the Company a 25% discount in its next fundraising. In addition, the Board approved for the Company to proceed with preparations for entering a services agreement with iBOT pursuant to which 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 would provide consultingexceeding $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 servicesterms specified in the notice sent by iBOT (the “Pre-Emption Right”). If the Citrine Global Group elects to iBOT.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 controlled by an affiliatein 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 Company.terms and conditions relating to such manufacturing project, including the price per unit, delivery schedules, packaging requirements regulation and other relevant terms.

Acquisition of Land for the building the Green Vision Center Israel

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 Company is stillamount represents approximately 10% of the prevailing market price for comparable land space in the process of examining the cooperation with iBOT.

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 directorgeneral area and the Chief Financial Officeris part of the Company,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 alsorequired to pay as the Chief Financial Officerpurchase 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 Intelicanna,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 Doron Birger,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 directornon-Israeli parties, as well as restrictions on the composition of ours,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 the chairmandeveloping 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 Intelicanna effective April 2021. The lock-up period underCannovation Ltd. authorized management of Cannovation Ltd. to finalize the share exchangeterms of an agreement with respectone of the leading real estate project construction companies in Israel to commence building the 619,589 Intelicanna’s ordinary shares held byGreen 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 has lapsedare in March 2021.discussions with commercial banks and prospective investors regarding the financing of the planned development.

Agreement with Nanomedic

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, thousand000 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.

Filing of Provisional Patent Application

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.

The subject matter of our provisional patent is further discussed below.

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 .

On July 21, 2020, Citrine GlobalThe Green Side by Side products are manufactured in Israel beganin 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 worksupport people suffering from cavity dryness (xerostomia) as a side effect.

We have commercially started marketing the products with certain Company shareholders, Beezz Home Technologies Ltd., in which Ora Elharar Soffer, our 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 theIsraeli local partner that is targeting medical cannabis industry, CBD, hemp, botanical, food supplementsdistribution channels and cosmetics products. Our Board approved Citrine Global Israelwe plan to proceed with preparations for entering into an agreement to incorporate a new company, named Cannovation Center Israel Ltd., with Beezz Home Technologies Ltd.and Golden Holdings Neto Ltd., and to accept limitations on Citrine Global Israel’s rightsexpand our activity in the Cannovation Center ifIsraeli market as well as distribute worldwide with local partners and as mandated under Israeli regulations on the involvement of foreign entities.according to local regulations.

On August 20, 2020, Citrine Global Israel, Beezz Home Technologies Ltd., and Golden Holdings Neto Ltd. incorporated Cannovation Center Israel Ltd. Citrine Global Israel holds 60% of Cannovation Center Israel Ltd.’s shares, while each of Beezz Home Technologies Ltd.and Golden Holdings Neto Ltd. holds 20% of its shares.Corporate Actions taken by Company Shareholders

On December 30, 2020, the Ministry of the Economy of the Israeli government approved the grant of 10,000 square meters of industrial land in the Yeruham Biopharma Park to Cannovation Center Israel for building the Cannovation Center, that will include factories, laboratories, logistics and a distribution center for the medical cannabis, CBD, hemp and botanicals industries.

On 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 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.

As of March 31, 2021, 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.Corporate Diagram

*See above detailed description of the Share Purchase Agreements with Intelicanna and Nanomedic.

** See above detailed description about Novomic deal.

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 2 Jabotinsky St., Atrium Tower, Ramat Gan, Tel Aviv District,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.We“CTGL.

As previously disclosed, we have applied to list our common stock on the Nasdaq Capital Market. NoWhile 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.

Description of our Business and Industry Background

We are a plant-based wellness & pharma solutions company. Our business activity is primarily comprised of developing Israeli technologieswellness and pharma solutions, focused on science backed plant-based products to improve quality of life and bringing themcomplementary 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 markets. 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 in 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 food-tech,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 medical cannabis industriesa wide variety of plants that demonstrate high growth potentialcontain 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 focus on these markets.body balancing, and alleviating side effects.

Our headquarters directors, and executive officerstop executives are all based in Israel, where we operate via our wholly-owned subsidiary,100%-owned-subsidiary “CTGL Citrine Global Israel.

We have developed a unique Operational Innovation Centers platform that creates eco-systems for the health, wellness, botanicals,Israel Ltd.” and medical cannabis industries.60%-owned “Cannovation Center Israel Ltd.” Our first Operational Innovation Center will be the Cannovation Center in Israel, which will focus on Israeli health, wellness, botanicals, and medical cannabis technologies and is supported in part by Israeli government grants and benefits.

We have an experienced team and a network of partners that include leading expertsare leaders in their respective fields with a proven track recordrecords as top-level businesspeople and executives in technology, high-tech, biotech, investment,investments, entrepreneurship, real estate, finance, and proven experience in bringing companies to global success. We have a professional, experienced group of primary shareholders that include Citrine S A L Investment & Technologies, which are supporting the Company.

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

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

Our presence in Israel combined with our close contacts with leading universities, researchers, companies , shareholder and worldwide. We plangovernmental support powers us to operate worldwide through domestic subsidiaries, local teams, partners,access the latest technologies, talent, and industry experts in each area.innovation to bring innovative solutions to the global market.

Our visionmission is to become a leading company for plant-based wellness & pharma solutions to improve people’s quality of life.

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

⁹ NielsenIQ. 2022. An inside look into the 2021 global leader in developing Israeli technologiesconsumer health and wellness revolution. [online]

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

We created multi-strategy solutions thatto 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.

Here are the various growing plant-based product market segments:

We are basing our efforts on technologies to create research and innovation, developing plant based solutions which include products for improving quality of life worldwide.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:

About Xerostomia Dry-Mouth-Side-Effect

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

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

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

¹³ Research, 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.

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

¹⁵ 2018-2026, G. and 2018-2026, G., 2022. Botanical and Plant Derivative Drug Market - Global Forecast 2018-2026. [online] Inkwood Research.

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

¹⁷ U.S. Food and Drug Administration. 2022. Learning about Side Effects.

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

¹⁹ Harpreet, 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 ^TM series 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.

About Side Effect from Cannabis Use

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:

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

²¹ 2017. The Health Effects of Cannabis and Cannabinoids.

²² Kudahl, 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.

²³ Mayo Clinic. 2022. What you can expect from medical marijuana. [online]

Figure 1: schematic representation of side effects associated

with the use of cannabis

*Illustration Taken from: Positive Choices Educational Program²⁴

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.

About the Green Side by Side™ Product Line:

Figure 2: The Green Side by Side™ Product Line

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 createdused innovative technologies and experience to create the products combining a 5 element approachvariety of multi-strategy solutions to realizewell 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 vision.

wellness Green Side by Side™ product line in multiple form factors, such as sprays, powders, tablets, capsules, and tinctures. The 1st Element: Focus onproducts are manufactured in Israel in iBOT Israel Botanicals Ltd under a GMP-certified manufacturing facility approved by the Israeli Technology MarketMinistry of Health.

Israeli headquarters, top executives and partners

Our headquarters, top executives and partners are based in Israel, whereIn Q1 2022 we operate our 100%-owned-subsidiary, Citrine Global Israel. Our team and partners have a proven track record and expertise in technology, high-tech, biotech, investment, entrepreneurship, real-estate, finance, and strategic business development. We have been operating for many yearslaunched in the Israeli market and are experienced in creating supportive technology eco-systems having an extensive networkseveral products from the Green Side by Side™ products line, which include the SmokLy ^TMseries, a line of relationships with top scientists, researchers, and industry leaders.

Cannovation Center Israel Supported in part bysprays for the Israeli Government

The Israeli government promotes and provides grantsoral cavity to support various technology fields, among them: healthcare, biotech, botanicals, food tech and the medical cannabis industries. The Israeli Government also promotes Multinational Corporations’ R&D centers and a multitude of joint programs and incubators in cooperation with academic institutes and universities. Cannovation Center Israel Ltd. will build our first innovation and operation center focused on health, wellness, botanicals, and medical cannabis industries supported in part by the Israeli government. Cannovation Center Israel Ltd. submitted a detailed plan for building and operating the Cannovation Center Israel. Following a lengthy examination process, it was awarded grants by the Israeli Economic and Industry Ministry in December 2020.

Yeruham is considered a national priority area for investments by the Israeli government. The mayor of Yeruham is leading an initiative to make Yeruham into a Medical Cannabis capital on a global scale. Government support includes allocation of land by auction at a subsidy, building permits, and an “Approved Factory” status entailing subsidies and benefits, reduced long term lease payments for the establishment and expansion of factories, reduced corporate tax.

Israel, dubbed “the Startup Nation”

Israel, dubbed the Startup Nation, is uniquely positioned to be a leading source of technology innovation for global markets. Israel is considered a leader in many areas in the high tech and biotech industries and has a vast and innovative life sciences sector and a cutting-edge medical technology industry. The Israeli technology sector is backed by the Israeli Government, which views technology and innovation as important growth engines of the Israeli economy.

Positioned at the forefront of global innovation, Israel is widely regardedpeople suffering from cavity dryness (xerostomia) as a leader in developing unique technologies that offer solutions to challenging issues across the world. The presence of multinational corporations in Israel demonstrates the importance of Israeli innovation worldwide. Israel has been considered a global innovation powerhouse for decades with strong scientific research and R&D capabilities.

Israeli companies’ exits demonstrate consistent growth in the past decade, with 1,210 deals totaling $111.29 billion. Israel has a local presence and innovation centers of the world’s leading multinational companies: Microsoft, Motorola, Google, Apple (with three R&D centers), Facebook, Berkshire-Hathaway, Intel, HP, Siemens, GE, IBM, Philips, Lucent, AOL, Cisco, Applied Materials, IBM, J&J, EMC, and Toshiba, Tata, Kodak, Citi bank, and more.

Israel has an advantage in the Life Sciences industry with growth in the number of companies developing technologies for the health and medical cannabis industries. There are currently hundreds of companies researching medical pharma-grade cannabinoid drugs for treating diseases, such as cancer, epilepsy, autism, as well as companies developing solutions for using big data and artificial intelligence (AI) in healthcare, digital health solutions, food tech engineering, and supplements, agritech, and more.

Experts involved in Israel’s booming cannabis industry estimate that Israel has the potential to be a global cannabis hub thanks to a critical mass of scientists and clinicians familiar with and open to medical uses of cannabis, strong biotech industry, and researchers in leading medical institutes and universities and a positive government approach to the medical cannabis industry. The world’s major companies have already begun to express interest in Israeli research in this field.

The 2nd element: caNnovation center israel - Operational Innovation Centerside effect.  

We have developedcommercially started selling the products with a unique Operational Innovation Centers platformlocal Israeli partner that is targeting medical cannabis distribution channels and we plan to promote innovation, operational scale-up,expand our activity in the Israeli market as well as distribute worldwide with local partners and business growth. Our first Operationalaccording 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.

²⁴ Positive Choices. 2022. Cannabis: Factsheet. [online]

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

The Green Vision Center will be built in Israel by Cannovationis 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.

Figure 3: Green Vision Center Israel Ltd. It will focus on building an ecosystem for Israeli health, wellness, botanicals, and medical cannabis industries.Building Demonstration

The innovation and operation center will include laboratories for botanical and cannabis research, plant genetics, pharmacological research, product development and facilities for preclinical and clinical trials, certified factories for cannabis, health and wellness products, storage, packaging, distribution, and consultancy services for strategy and business development.

External and Internal Views of the Plans of Cannovation Center Israel – all imagesAll image rights are reserved to the company. All imagesCompany and are for illustration purposes only and do not bind the company.

CannovationAbout Green Vision Center^TM Israel

In February of 2022, we completed the acquisition from the Israel an Eco-System for Health, Wellness, BotanicalsLands 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 Medical Cannabis Innovation on a Global Scaleincludes additional grants and tax incentives.

We believe in collaborations and synergies to promote innovation. Cannovation Center Israel was designed and will be built to create an eco-system that will attract partners, market leaders, companies and technologies in the fields of health, wellness, botanicals, and medical cannabis industries from Israel and around the world to become a global center in these fields.

Cannovation Center Israel Divisions and Internal Design

Cannovation Center Israel is designed to be a knowledge hub for cannabis and botanical innovation and a center of attraction for visitors and world-renowned experts from all around the world. Cannovation Center Israel includes 10,000 square meters of land, out of which 5,000 are built factories, laboratories, logistics, distribution, offices, visitor center, training center and more.

The Architect chosen to design Cannovation Center Israel is Mr.Designed by Avner Sher, one of Israel’s most respectedhighly regarded architects who is also a famous international artist. When designing Cannovationand artists, Green Vision Center Israel, we wanted to create a spectacular unique design. The roof was shaped like a leaf being the recognized brand symbol of Cannovation Center buildings in Israel & worldwide. Cannovation Center Israel 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, including solar panels, which are specifically adapted to the environment and weather conditions in Yeruham, Israel. We own the property, which we believe will only grow in value.

Cannovationenergy. The Green Vision Center Israel is divided into 3 main areas:

Cannovation Center Israel is designed by professionals that specialize in the construction of cannabis, pharma and botanical factories and includes clean rooms and certified factories and laboratories that are compliant with all the required regulations and certifications of the State of Israel and the countries to which export is planned, such as within the EU.

Cannovation Center Israel Manufacturing Plants:

I. Manufacturing Plant for cannabis inflorescence: IMC-GMP licensed medical cannabis automated production lines for packaging inflorescences of different types and origins.

II. Manufacturing Plant for cannabis oil: IMC-GMP licensed medical cannabis automated production lines equipped for extraction, distillation filling & bottling of Cannabis oil.

III. Manufacturing Plant for botanical products: GMP licensed to produce food supplements & botanical formulas composed of plant extracts, minerals, medicinal mushrooms, and other components.

IV. Boutique cosmetics Manufacturing Plant: production lines equipped and GMP licensed to produce selected quantities of natural cosmetic products, including extracts from the cannabis plant, hemp and other botanical components.

V. Boutique beverages Manufacturing Plant: production lines equipped and GMP licensed to produce selected quantities of beverages, including water-soluble extracts from the cannabis plant, hemp, and other botanical components.

VI. Boutique pharmaceutical Manufacturing Plant: production lines equipped and GMP licensed to produce selected quantities of pharma grade medications for pilot and small-scale production of dry granulated and liquid production.

Cannovation Center Israel Laboratories Area:

I. Quality control lab: equipped laboratory for quality control (QC) of raw materials, in-process products, and finished products. The laboratory will also provide regulatory testing and professional consultancy services.

II. Research and development lab: equipped and licensed laboratory for research, productcombines development and testing, including chemical synthesisproduction facilities, manufacturing plants, laboratories, logistics, import and applicationexport, offices, training, conference center, and an international visitor complex all in a single location to promote innovation and go-to-market of analytical and bio-analytical methods; research of raw materials and finishedplant-based products and stability tests; examination of cannabis strains with high genetic qualityfrom wellness to ensure high quality and high yield; collaborations with other laboratories and researchers from Israel and worldwide.pharma.

III. Preclinical and clinical trial lab: equipped and licensed clinical and preclinical clinical trials performed at the highest medical and pharmacological standards in cooperation with physicians and hospitals.

Cannovation Center Israel Distribution Area:

Licensed distribution area for localThe center’s infrastructure and global distributionfacilities 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 products, including importdrugs and export services with all needed approvalswellbeing solutions.

Green Vision Center Israel: Planned Divisions and licenses required locallyInternal Design

Figure 4: Green Vision Center Israel Internal Design

**All image rights are reserved to the Company and globally.

The plan is to have importare for illustration purposes only and export to and from Europe, Canada, Japan, Africa, Australia, and any country that will have the relevant regulatory approvals.

Important note:do not bind the company does not, and will not, undertake any business activities in the U.S. that are illegal under applicable U.S. federal and state laws or any business activities in any other jurisdiction that are illegal under the laws of such jurisdiction.

CannovationThe Green Vision Center Israel Logistics & Storage Areais being planned to include:

Cannovation logistics & storage area will include licensed, controlled, and protected warehouses for storing cannabis raw materials, in-process and finished products and botanical products.

Cannovation Center Israel Management & Consultants Area

The Cannovation management area will include:

The consultancy services range from assistance with strategic business planning to operational execution and financing and cover professional fields related to health, wellness, botanicals, and medical cannabis industries.

Business development consulting services to Cannovation Center companies and partners:

Cannovation Center Israel International Visitor Complex

The Cannovation Center Israel International Visitor Complex will be dedicated to promoting awareness and publicity for the center and will include:

Government Support:

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

Our Business Model for the Green Vision Center includes:

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

Israel as a Source of Innovation

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

We chose to focus on Israel for the following reasons:

Creating a Global Network & Growth Strategy

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

Our growth strategy includes mergers & acquisitions of technology and distribution companies.

Our IP Strategy and R&D Roadmap

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 market.

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

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

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

Leveraging technology and research, we are focused on developing products portfolio based on rigorous scientific research ranging from synergistic botanicals, herbal extract tinctures, medicinal mushrooms together with plant extracts, botanical formulations from seeds, roots, bark, fruits and a wide variety of plants that contain substances with health-supportive effects. Such supportive effects include, but aren’t limited to, enhancing oral care, anti-inflammatory properties, relaxation, sleep enhancement, energizing, mood and body balancing, and alleviating side effects.

Our research and development program includes:

Provisional Patent Application

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

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

Go to Market Strategy and Anticipated Revenue Sources

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

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

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

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

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

● Sales of our proprietary products including Green Side by Side product line

● Commercialization and licensing our IP , products & brands.

● Mergers & acquisitions and strategic partnership activities

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

Competition

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.

²² https://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

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

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

²⁶ https://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

Regulatory Environment

In December 2020,every jurisdiction in which we plan to operate, we will be subject to extensive governmental regulations on the formulation, manufacturing, packaging, labeling, advertising, promoting, importing, distributing, shipping, and selling our products, may they be nutritional supplements, cosmetics, foods, or any other category.

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

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

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

Regulatory Environment for the Green Side by Side 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 EconomicMinistry of Health and Industryis 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.

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

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

Regulatory Compliance for establishing the CannovationGreen Vision Center

We Acquired 125,000 sq ft (11,687 sqm) of industrial land in the south of Israel the first of its kind, located in Yeruham. The cannabis productionupon which a 60,000 sq. ft. (5,500 sqm) facility will be built oncomprised of manufacturing plants, laboratories, logistics, import and export, offices, training, conference center, and an area of 10,000 square metersinternational visitor complex. The center will be constructed by a real estate professional project construction company and will include an approved investment status factory for the production of cannabis products, R&D laboratories, quality assurance, a plant for the production of nutritional supplements and cosmetics combined with CBD and hemp, and storage, packaging, and distribution centers.

Cannovation Center Israel Real-Estate:

The Cannovation Center Israel is a property that includes 10,000 sqm, out of which 5,000 sqm are built and include factories, laboratories, offices, etc. It is owned, built, and managed by Cannovation Center Israel Ltd. Cannovation Center Real Estate Division includes a management company responsible for providing services for the industrial and manufacturing areas, labs, warehouses, offices, commercial areas, and more. The services include rental, sale, maintenance, infrastructure, facilities, regulatory compliance, licensing, and surveillance 24/7 services as requiredconsultants in the botanical and cannabis industries.relevant fields that will obtain the required authorizations.

Business Model of Cannovation Center Israel:

Cannovation Center Israel’s vision is to bring together the entire cannabis and botanical industry from Israel and worldwide and create a supportive eco-system and a leading operation and research center that promotes scientific research and commercial collaborations between technologies, partners, companies, and academics institutions.

As a global center for botanical and cannabis innovation, it has laboratories and R&D at the highest medical and pharmaceutical standards for research on plant genetics and pharmacological effects, cultivation methods, preclinical & clinical trials, and health and wellness product development.

We intend to do significant researchobtain all necessary regulatory approvals and development activitieslicenses for the Green Vision Center’s production and to develop a unique line of products under the Cannovation brand in the fields of botanicals, medical cannabis, cannabinoid-based pharmaceutical products, cosmeticsoperation facilities and beverages,products.

The Health & Wellness Industries Market Size and more.Potential:

Each division of the Israel Cannovation Center will be managed together with selected partners who are experts in their field.

The selection of partners is completed after successful due diligence, covering legal, financial, technological, business, and intellectual property aspects. We are currently in advanced processes with several companies and technologies to take part in Cannovation Center Israel, the details of which will be disclosed when finalized. Expected revenues from Cannovation Center Israel include ownership in center companies, rental of work and research spaces, management fees, consulting fees, and more.

The 3rd element: focus onbelieve the health wellness, botanicals, and medical cannabis industries.

HEALTH & WELLNESS INDUSTRY OVERVIEW AND POTENTIAL

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

The global health and wellness industriesmarket 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 growing consistently creating addressable target marketsbeing 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 trillionshealth 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 dollars:their own health, improve their quality of life, use natural products, and balance side effects caused by medicines and treatment³⁰.

The Plant-Based Market Size and Potential:

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

The awareness of

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

³⁰ NielsenIQ. 2022. An inside look into the 2021 global consumer health and wellness is growing, with an emphasis on preventive medicinerevolution. [online]

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

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

³³ NielsenIQ. 2022. An inside look into the use of botanicals, food supplements and edibles, and cosmetics infused with CBD and hemp (non-addictive cannabis components), which are beneficial for a variety of health problems, is expanding. In addition, changing2021 global 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 people’s well-being as individuals, not patients, enabling and improving ‘quality of life’ in ways that can be seamlessly integrated into their daily routines.

The COVID-19 pandemic has brought attention and budgets to developing solutions to answer market needs for treatment, prevention, and everyday life solutions in this new situation. The fields of health and wellness have been the focus of global attentionrevolution. [online]

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

³⁵ 2018-2026, G. and even more so since the outbreak of the COVID-19 pandemic.2018-2026, G., 2022. Botanical and Plant Derivative Drug Market - Global Forecast 2018-2026. [online]

³⁶ Mynewsdesk. 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]

For these reasons, we decided to focus on health and wellness and particularly on the growing industries of botanicals, medical cannabis, and CBD/hemp industries, and we intend to do so in accordance with current rules and regulations applicable in every country.

Botanicals Industry Overview and PotentialThe Global Nutritional Supplements Market

The global botanical ingredientsnutritional supplements market size was estimated at $131.5 billion in 2019 and is expected to growreach USD 624.7 billion by 2030 and is expanding growth at a compound annual growth rate (CAGR)CAGR of 7.0% from 20207.1% over the forecast period 2021 to 20272030 with plant-based supplements containing natural ingredients and reach $225 billion in 2027. extracts of plants and mushrooms that have a beneficial biological effect³⁷. The global botanical ingredientssuperfoods market growthis 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 towardsof health and safety in the pharmaceutical,traditional pharma, food, and beverage industries.industries as well as higher healthcare costs. Authentic consumption has become a significantmajor food and beverage trend and peopleas consumers increasingly seek non-artificial and natural ingredients. Products such as ginseng, echinacea, Ginkgo Biloba,ginkgo biloba, and garlic, are considered as the majortop selling botanical products and are considered natural remedies for inflammation and infections.

The growth of the market for botanical ingredientsThis is further driven by the ongoingCOVID-19 pandemic, COVID-19. Peoplewith consumers looking for strengtheningto strengthen the natural immune systemsystem. This is also withdriving growth of vitamins and minerals and moving towards natural colorant-based plant juice products, since they provide better and long-lasting protection from virusviruses 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 prevention.prevention³⁸.

The market demand for Nutritional Supplements is driven by³⁹:

The Botanical and Plant-derived Drug Market

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

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

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

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

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

The Global Cannabis Market

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 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 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

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 constantlyincreasingly discovering novel herbal ingredients as peopleconsumers are incliningseeking more towards natural ingredients-based products.

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 main applicationsabsence of botanicalschemical 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 following market segments: Food & Beverages,field focus on the production of natural cosmetics that are cruelty-free as these products have increasing demand⁴⁹.

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

³⁸ PwC “Vitamins and Dietary Supplements Cosmetic & Personal Care,Market Overview Report, https://www.pwc.com/it/it/publications/assets/docs/Vitamins-Dietary-Supplements-Market-Overview.pdf

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

⁴⁰ 2018-2026, G. and 2018-2026, G., 2022. Botanical and Plant Derivative Drug Market - Global Forecast 2018-2026. [online] Inkwood Research.

Biotech/Healthcare Industry Overview⁴¹ 2018-2026, G. and Potential – Specific Areas2018-2026, G., 2022. Botanical and Plant Derivative Drug Market - Global Forecast 2018-2026. [online] Inkwood Research.

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

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

⁴⁴ 2018-2026, G. and 2018-2026, G., 2022. Botanical and Plant Derivative Drug Market - Global Forecast 2018-2026. [online] Inkwood Research.

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

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

⁴⁷ 2017. The global BiotechnologyHealth Effects of Cannabis and Cannabinoids.

⁴⁸ Mynewsdesk. 2022. Vegan Cosmetics Market is expectedGrowing at 6.9% CAGR, Market Size, Share, Statistics, Cosmetics Industry Trends, Leading Company Profiles, Forecast & Estimations to reach USD 833.34 Billion by 2027 and includes areas such as Nano-biotechnology, DNA Sequencing, Fermentation, PCR Technology, Cell-based Assay, Chromatography, Tissue engineering and Regeneration, and others. The solutions are applied in Agriculture, Industrial Processing, Pharmacy, Bioinformatics, Environment, Bio services and more.. [online]

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

DIGITAL HEALTH:

The emergence and growth of healthcare IT and remote patient monitoring services, coupled with the increasing penetration of smart devices and mobile platforms, apart from favorable government policies, has spurred the growth of this market and it is attracting a lot of investments. Market size would touch $379 billion by 2024, growing at an astounding CAGR of more than 25.9%.

BIG DATA FOR THE HEALTHCARE INDUSTRY

The global big data analytics in the healthcare market is predicted to reach $148.34 billion by 2028, up from $22.43 billion in 2019. Amid the uncertainty of the Covid-19 pandemic, 166 healthcare AI startups globally raised over $2.1 billion in the first half of 2020.

Healthcare and specifically the biopharma industry face significant challenges such as high R&D costs, harsh regulatory compliance demands, increase in the cost needed to bring products to market, the threat of patent expirations, and more. A significant change is needed to the current pharma R&D model to increase productivity and profitability. The technology that can bring forward this change is big data analysis based on artificial intelligence (“AI”) and machine learning (“ML”), which can introduce greater efficiency, productivity, economy, and quality.

Most big pharma companies (such as Novartis, Roche, Pfizer, Merck, AstraZeneca, GlaxoSmithKline, Sanofi, AbbVie, Bristol-Myers Squibb and Johnson & Johnson, etc.) are already starting to take advantage of AI innovation.

Big Data-based AI/ML technologies can be implemented in all stages of drug development, from early discovery to commercialization, as they are involved in collecting and using very large datasets.

Healthcare big data is too vast and complex to be available and meaningful by traditional means. The development of AI algorithms, incorporating ML and deep learning, has enabled the automatic and efficient collection, management, and analysis of big biomedical data in all its forms, including medical records, DNA and RNA sequencing, and medical images. Health maintenance organizations, health insurers and pharmaceutical companies are all looking for tools based on artificial intelligence and big data, in order to gain a significant advantage over their competitors in the market by improving their products, services, and results. Artificial intelligence systems are beginning to be assimilated as tools in clinical and research environments. Today, only 4% of the clinical and biological data is being utilized.

Medical Cannabis and CBD Industry Overview and Potential

Global trends explaining exponential growth of cannabis market and recent emergence of pharma-level certified cannabis drugs:

The Impact of COVID-19. The COVID-19 pandemic has had a profound impact on the global economy. Countries seeking to recover financially in the aftermath of the pandemic will seek new sources of taxable revenue, which medical and adult-use cannabis could offer. CBD consumption increased because many consumers with increased awareness of their health sought to treat COVID-19 induced anxieties.

The Impact of The New US administration. The US presidential election in November 2020 was a momentous event for the cannabis industry not only did all cannabis legalization ballots pass in all five states (Mississippi, South Dakota, New Jersey, Arizona, and Montana), but also democratic leaders Joe Biden and Senator Kamala Harris were elected into the White House. Both the president and vice president-elect have indicated an interest in tackling federal cannabis reform in the country during their term in office. We have taken a conservative approach regarding the US. We decided that since the legal landscape for medical cannabis is not finalized and varies from state to state, we will not operate in the US in the cannabis industry. We plan to establish innovation centers in the US in industries such as health, wellness, botanicals, food-tech, and other areas that we are exploring with local partners.

EU Trade implications. Following the European Court of Justice verdict on CBD, we’ve already seen the European Commission take action to realign its position on the substance. This has resulted in the EU recommencing the frozen CBD Novel Food marketing authorization applications.

The Global Medical Cannabis Export Arms Race. The race to supply the growing demand of the European medical cannabis market is on. Once dominated by Canadian and Dutch exports, in the past year or so, we have seen Portugal become a major supplier and smaller export successes from the likes of Spain, Australia, and Israel.

Pharma Approved CBD. The European dronabinol industry (a drug approved by the FDA as safe and effective for HIV/AIDS-induced anorexia and chemotherapy-induced nausea and vomiting) attracts major players in global cannabis as Breath of Life Pharma, Cantourage, Tilray, and Echo Pharmaceuticals. In the same year, the UK’s Food Standards Agency classified CBD as a novel food granting UK CBD companies a head start compared to their European competitors. Despite the considerable uncertainties which will arise from the new trade relations with Europe; the UK also has an opportunity to develop their line on the regulation of cannabis and CBD. Latin American cannabis and hemp markets are going to be in the spotlight in 2021. While Brazil is expecting Congress to vote on law PL399 in early 2021, which, if approved, would represent a new major cultivation player, Mexico voted for the law and potentially is to become the largest adult-use market this decade.

MEDCIAL CANNABIS:

Medical cannabis solutions have been approved for medical use in many countries. They have been shown to benefit more than 40 serious medical conditions, including cancer, multiple sclerosis, Parkinson, epilepsy, chronic pain, post-trauma, Chronic digestive problems, Crohn’s Disease, anxiety and sleep disorders, Concentration and memory problems, Tourette Syndrome, and more.

The global legal cannabis market is forecast to be worth up to $103.9 billion by the year 2024, driven, in the most part, by the burgeoning international medicinal cannabis market, worth a potential $62.7 billion by the same year.

Propelled onwards by the increasing number of countries considering cannabis reform and the penetration of cannabis products into new consumer product markets, the first-of-its-kind global report expects the worldwide cannabis market to reach new heights by 2024.

PHARMA GRADE CANNABIS DRUGS

Earlier this year, Jazz Pharmaceuticals purchased GW Pharmaceuticals in a $7.2 billion cash-and-stock deal. The target of the deal was to promote its neuroscience business by adding cannabis-based epilepsy treatment in 2020 third-quarter sales, contributing a sizeable chunk to the overall sales of about $600 million. The acquisition will allow Jazz to expand its offerings beyond sleep disorders and cancer by adding GW Pharma’s Epidiolex. The cannabis-based drug was approved in the United States in June 2018.

CANNABIS CAPITAL MARKET

S&P Global reported that U.S. and Canadian cannabis and cannabis-related companies completed 124 deals in 2020, worth a combined $615.1 million. In the past few months, some big deals have taken place in the cannabis industry. In December 2020, news of a near-$4 billion merger, including Canadian cannabis giants Aphria (NASDAQ:APHA) and Tilray (NASDAQ:TLRY), will create the largest cannabis company in the world in terms of revenue. In February 2021, Jazz Pharmaceuticals (NASDAQ:JAZZ) also announced it would be acquiring GW Pharmaceuticals (NASDAQ:GWPH). and with more states in the U.S. legalizing cannabis and slightly more friendly U.S.presidential administration, there is currently a lot of excitement in the industry.

MARKET DRIVERS AND GROWTH ENGINES FOR CANNABIS EXPONENTIAL GROWTH

THE CBD INDUSTRY

The CBD market size is set to grow at around 52.7% CAGR between 2020 and 2026. CBD is a compound found in the hemp plant utilized due to its therapeutic properties in humans. The growing trend among individuals to treat a variety of ailments such as anxiety, nausea, stress, chronic pain, neurological conditions, and seizures is booming. This is due to the antibiotic and analgesic effects and properties present in CBD.

Market and industry data were taken from third-party sources, industry reports and publications, websites, and other publicly available information. There can be no assurance as to the accuracy or completeness thereof. Actual outcomes may vary materially from those forecasts. Market and economic data are subject to variations and cannot be verified due to limits on the availability and reliability of data inputs, the data gathering process and other limitations and uncertainties the are part of the market research process.

The 4th element: acquiring technologies and developing scientific, research, and commercial collaborations to LEVERAGE COMPANY VALUE AND intellectual property (“IP”).

We plan to leverage our IP and value by acquiring technologies and companies and building commercial, scientific, and research collaborations using various business models. This will include acquiring technologies and companies in various business models, promoting scientific, research, and commercial collaborations in our target markets, creating synergies between technologies, partners, companies, and academic institutions, and providing consulting services for building winning strategies.

We intend to do significant research and development activities to bring new products and new technologies to market. We also plan to develop a unique line of products and cooperation initiatives for joint innovation, research, development, and production under the Cannovation brand in the fields of botanicals, medical cannabis, cannabinoid-based pharmaceutical products, cosmetics, and beverages.

Employees

We are already in process with several technology companies in the industry for joint research and development projects in the fields of botanicals, medical cannabis, cannabinoid-based pharmaceutical products, big data, AI, machine learning solutions, and more.

The 5th element: creating a global network of offices, domestic subsidiaries, and Operational Innovation Centers worldwide.

Overview

Our global growth strategy is to create a network that operates worldwide through subsidiaries, local teams, partners, and Cannovation Operational Innovation Centers. We have developed a unique Operational Innovation Centers platform for building eco-systems for the health, wellness, botanicals & medical cannabis industries to promote innovation, operational scale-up, and business growth.

Our first innovation and operation center is being built by Cannovation Center Israel Ltd. (our 60%-owned-subsidiary), for the Israeli health, wellness, botanicals, and medical cannabis industries and is backed by the Israeli government grants and benefits. Cannovation center Israel includes laboratories for botanicals & cannabis research, pharmacological research, product development, preclinical & clinical trials, certified factories for cannabis, health and wellness products, storage, packaging, distribution, import, export, consultancy services, strategy & business development, real estate, asset management solutions, and more.

We plan to build Cannovation Centers in other countries worldwide, focusing on Europe’s first stage and several countries that we are already examining. We intend to prioritize countries with local government support and locally trained staff with know-how in the medical cannabis industry.

We have taken a conservative approach regarding the US. We decided that since the legal landscape for medical cannabis is not finalized and varies from state to state, we will not operate in the US in the cannabis industry. We plan to establish innovation centers in the US in industries such as health, wellness, botanicals, food tech, and other areas that we are exploring with local partners.

The Need for Cannovation Operational Innovation Center:

The Solution:

Cannovation Operational Innovation Centers will create eco-systems that are win-win environments for entrepreneurs, startups, growth-stage companies, research and academia institutes, laboratories, regulatory service providers, and more. It is a complete solution covering research and development, production, operation, distribution, as well as business strategy and professional consulting.

Utilizing our experience, we understand the global need for supplying an ecosystem tailored to the needs of the health, wellness, botanicals, and medical cannabis industries.

Our Vision: Global Coverage of Innovation Centers

As promoting innovation is our strategic focal point, we envision having a global network of Operational Innovation Centers, where each center in every territory provides a comprehensive solution tailored to the needs of the industry and the regulation in the territory. Each innovation center will focus on specific growing technology industries and tailor products and services in accordance with the needs of the industry and territory. This business model will allow companies to manufacture and sell products all over the world without import and export restrictions. Citrine Global Operational Innovation Centers will be built with local partners and local government support.

Advisory Board

We maintain an Advisory Board consisting of internationally recognized scientists who advise us on our strategy’s scientific and business aspects. The Advisory Board meets periodically to review specific projects and to assess the value of new technologies and developments to us. In addition, individual members of the Advisory Board meet with us periodically to provide advice in their particular areas of expertise. The Advisory Board and management consist of the following members, information concerning who is set forth below:

Edan Moshe Katz - CEO of Neto Financial Planning, Owner of Golden Holdings Neto Ltd., and chairman of the board of directors of WealthStone Holdings Group. As Neto Financial Planning CEO, he led the company to consistent growth with thousands of loyal customers, providing financial advisory services in respect of products with a market worth of over $4.5 billion. Edan has over 20 years of managerial and financial experience, and he is a licensed pension insurance consultant and a Certified Financial Planner in holistic financial planning.

David Kretzmer - an experienced international commercial lawyer and litigator with the ability to advise clients as to multi-jurisdictional, multi-language and multi-cultural transactions and disputes. David has more than 35 years of experience in international litigation and transactions and has concentrated on commercial law, property development and syndication, real estate law, corporate law, contracts, international trade, securities brokerage, investment banking, corporate restructuring, and corporate development. He also has extensive experience in structuring trusts for high net worth families and individuals and establishing and managing development stage companies. David began his legal career with Edward Nathan Friedland Mansel and Lewis’s premier law firm in Johannesburg, South Africa. He has since had a wide-ranging legal career in New York, Israel, and South Africa, with extensive legal and corporate experience in Europe and Great Britain. David has represented foreign investors in complex investment transactions and various forms of international dispute resolution. David also has served as arbitrator or mediator in such disputes. From 1995 through 2000, David served as a consultant to a New York-based brokerage firm structuring private placements and initial public offerings in the technology and life science industry, involving Israeli, American, European, and South African companies. From 2012 through 2014, David was a United Nations representative of the NGO, the International Association of Jewish Lawyers and Jurists, in New York and Geneva. David was licensed to practice law in New York in 2004, he was admitted to practice as an Advocate in Israel in 1981 and has been licensed to practice in South Africa since 1977. He has practiced law in New York, South Africa, and Israel and was most recently a senior partner in the law firm of Kretzmer and Associates PLLC in New York and the senior partner in the law firm Kretzmer and Associates in Tel Aviv.

Dr. Oded Sagee, Ph.D. founded and managed AquaAgro Lab Ltd., an investment subsidiary of the AquaAgro Fund that invested in agro-high-tech companies in the clean-tech industry. Prior to that, Dr. Sagee held management, sales, and R&D positions at Gaon Agro Industries Ltd, Phytech Ltd, and AminoLab Ltd. Dr. Sagee has in-depth knowledge in the fields of agriculture, biotechnology, life sciences, chemistry, and pharmaceuticals. He completed his Ph.D. in Plant Physiology at the Hebrew University of Jerusalem and served as a senior researcher and head of the department at the Agricultural Research Organization, Volcani Center, Israel. Dr. Sagee has published several papers, has extensive experience, and a proven track record in finance, venture capital, international business, consulting, and management.

Gil Shapira - an engineer with over 30 years of experience in planning, managing, and implementing complex engineering projects worldwide. Mr. Shapira is founder and CEO of a multidisciplinary design, construction and consultancy company specializing in the regulatory and construction needs of pharmaceutical, biotechnology and life sciences technology companies. Mr. Shapira’s company is one of the first companies to be involved in the design and establishment of GMP standard-compliant cannabis facilities. He is an expert in the design and installation of medical cannabis facilities in Israel worldwide. The company has built thousands of square meters of production facilities, clean rooms, laboratories, and production equipment, all certified by the relevant authorities, such as the FDA, European Medicines Agency, and the Israeli Ministry of Health.

Ron Avishur - attorney at law, Member of the Israeli Bar since 2005, L.L.B TLV University, L.L.M TLV University, Legal and strategic counseling for real estate and private equity funds, as well as in the cannabis industry.

Ronit Pasternak, M. Sc., owns over 20 years of experience in senior marketing management positions in start-ups and high-tech companies. Ronit brings to the table her expertise in international strategy, marketing, investor & public relations, branding, digital marketing, and market research. Previously, Ronit worked as a Human Factors’ Specialist designing User Interface for input devices and software applications for an avionics information system, including writing design requirements for FAA regulation. Ronit has an M.Sc. in Industrial Engineering and Management from the Technion - Israel Institute of Technology and B.A. cum laude in Psychology and English Linguistics and Literature from the Hebrew University of Jerusalem.

Primary Shareholders:

Citrine S A L investment & Holdings ltd & Citrine SAL Biotech & High tech funds - an Israeli privet investment funds various fields of technology, high-tech, and biotech.

Citrine S A L Biotech fuds - specialize in healthcare, wellness solutions, digital health, medical devices, food tech, botanical nutraceuticals, medical cannabis, and more,

Citrine S A L High-Tech funds - specialize in high-tech, cyber, IoT, hardware and software.

WealthStone Holdings Group is a long-standing investment body with extensive financial knowledge and experience. WealthStone specializes in alternative investments, real estate, technology, and hedge funds.

Neto Financial Planning 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 $4.5 billion.

Revenues

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

Competition

The technological innovation and business strategy consulting landscape is very crowded and competitive. Many models for promoting innovation exist worldwide, from technology incubators and accelerators to joint ventures between industries, governments, and universities, to REITs and more. Our business model is unique in two aspects: (i) it provides a complete solution covering various fields, from research, development, to production, operations, strategy, and business consulting, and (ii) most solutions for promoting innovation address the initial stages of seed companies and startups. Our solutions cover these stages as well but are primarily focused on growth-stage industries and global expansion needs relating to sales and operations.

Among the competition, we can list other more established consulting firms, investment bankers, brokers, real-estate funds, investment firms, online lending sites, tech incubators, and more. 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 our shareholders, directors, and officers’ experience and contacts and the fact that we offer a wide range of services under one roof will contribute to our competitiveness. Specifically relating to Cannovation Center in Israel, the medical cannabis industry is, and is expected to remain, very competitive.

The medical cannabis competition is primarily on a regional basis and could vary significantly pending on location and time, as regulations constantly change. The medical cannabis market is in a high growth phase. We are working to achieve a prominent position by taking advantage of the Israeli medical cannabis recognition and technological lead and our years of experience in the field.

Regulatory Environment

We need to obtain various regulatory approvals and licenses for the medical cannabis activities, botanicals, clinical and preclinical trials, real-estate assets we acquire and other businesses that require certain approvals and licenses for the premises in which they operate (such as laboratories).

According to current Israeli law regarding medical cannabis, IMC-GMP-certified manufacturers can sell to pharmacies or export.

The various components of the medical cannabis supply chain in Israel are currently obliged to meet Good Practices Procedures for Israel Medical Cannabis (‘‘IMC’’) as set forth by the Israeli Ministry of Health’s Medical Cannabis Unit (‘‘MCU’’). These standards are based on international standards and guarantee the high quality of Israeli medical cannabis products.

Employees

We currently engage 18 employees and service providers, (some on a full-time basis, and others on a part-time basis) working in various fields of management, research and development, product management, marketing and regulatory advice. Most of our activities are done with external consultants and professional companies that provide us the required services.

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

Legal Proceedings

We are not currently subject to any material legal proceedings.

Corporate and Available Information

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

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

ITEM 1A. RISK FACTORS

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.

Risks Associated with Our Businessto Financial position

OurWe have a limited operating history doesand if we are not afford investors a sufficient history on whichsuccessful in continuing to base an investment decision.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 establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. We have not generated positive earningsrevenues and there can be no assurance that we will achieve profitable operations.ever generate revenues and, even if we did, there is no guarantee that we will be profitable. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in our company.

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

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

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

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

We will also need significant funds to complete our planned 60,000 square foot Green Vision Center in Southern Israel. Under the agreement with the Israel Lands Authority, our subsidiary Cannovation Ltd. committed to build and develop the Green Vision Center in accordance with the time frames, terms and conditions of the agreement. Typically, the initial time frame for completing the development is four (4) years, subject to extensions that the ILA may approve. Upon completion of the development within the time frames and other requirements specified in the Agreement, then Cannovation Ltd. will be entitled subject to Israeli law to long term lease agreement (49 years) to the Land (equivalent to ownership rights as most of the land in Israel is government owned and when marketed usually the developers are granted with development/long lease rights).

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

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

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

If we raise additional capital through the incurrence of indebtedness, we may become subject to covenants restricting our business activities, and holders of debt 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 may never achieve profitability.

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

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

Risks Related to Our Business and Industry and Regulatory Process

Our failure to manage growth effectively could impair our 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 capabilities of our operational and management systems and to attract, train, manage, and retain qualified personnel. There can be no assurance that we will be able to 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, and results of operations 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 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 condition could be materially adversely effected. We may also depend on third party contractors and other partners to assist with the execution of our business plan. There can be no assurance that we will be successful in either attracting and retaining qualified personnel, or creating arrangements with such third parties. The failure to succeed in these endeavors would have a material adverse effect on our ability to consummate our business plans.

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

Our operations depend, in part, on the continued performance of our information technology systems. Our information technology systems are potentially vulnerable to physical or electronic break-ins, computer viruses and similar disruptions. Failure of our information technology systems could adversely affect our business, profitability, and financial condition. Although we have information technology security systems, a successful cybersecurity attack or other data security incident could result in the misappropriation and/or loss of confidential or personal information, create system interruptions, or deploy malicious software that attacks ourthe 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 ourthe Company’s information technology systems, or negative publicity resulting in reputational damage with ourits shareholders and other stakeholders and/or increased costs to prevent, respond to or mitigate cybersecurity events. In addition, the unauthorized dissemination of sensitive personal information or proprietary or confidential information could expose usthe Company or other third-partiesthird parties to regulatory fines or penalties, litigation, and potential liability, or otherwise harm ourits 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;

● diversion of financial and management resources from existing operations;

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

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

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

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

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

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 needbe subject to hire industry professionals with experience inproduct liability claims which may have a material adverse effect on our business.

Through our subsidiary Cannovation Center Israel, we manufacture and distribute the production‘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.

Product recalls may also harm our reputation

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 proposed products.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.

Our Officers and Directors may be subject to conflict of interest

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.

We face significant competition in the market.

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.

At present,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 arecurrently 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 small company. We expecttimely basis and if the new products fail to hire industry professionals with experiencegain 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 medical devicemarket.

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 beauty industries.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 future financial performancethird-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 effectivelyin 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 ourits ability to manage any future growth effectively.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.

Foreign Expansion Efforts and Operations

The Company’s expansion into jurisdictions abroad is subject

It may be difficult to additional business risks, including new or unexpected risks including economic instability, changes in lawsenforce a judgment of a U.S. court against us and regulations,our executive officers and directors and the effects of competition, as well as operational, regulatory, compliance and reputational and foreign exchange rate risk. In addition, future global expansion may require up-front expenses, including those associated with obtaining regulatory approvals, as well as additional ongoing expenses, including those associated with infrastructure, staff, and regulatory compliance. Failure to support operational expansions could resultIsraeli experts named in operational failures and regulatory finesthis prospectus in Israel or sanctions. There is no guarantee that the Company will be able to realize any of the anticipated benefits of any transactions related to the Company’s expansion strategy.

The COVID-19 pandemic, or any other pandemic, epidemic or outbreak of an infectious disease, may materially and adversely affect our business and operations.

The outbreak of COVID-19, which originated in Wuhan, China, in late 2019, has since spread across the globe, including the United States, to assert U.S. securities laws claims in Israel or to serve process on our executive officers and many European countriesdirectors and these experts.

While we were incorporated in which we operate. On March 11, 2020, the World Health Organization declared the outbreak a pandemic. While COVID-19 is still spreadingDelaware, substantially all of our executive officers and the final implicationsdirectors reside outside of the pandemic are difficult to estimate at this stage, it is clear that it has affected the lives of a large portion of the global population. At this time, the pandemic has caused states of emergency to be declared in various countries, travel restrictions imposed globally, quarantines established in certain jurisdictions and various institutions and companies being closed. We are actively monitoring the pandemic and we are taking all necessary measures to respond to the situation in cooperation with the various stakeholders.

A COVID-19 infection outbreak among our workforce could result in a temporary or long-term disruption in our business activities, including manufacturing and other functions.

Based on guidelines provided by the Israeli Government, employers (including us) are required to prepare and increase as much as possible the capacity and arrangement for employees to work remotely. In that regard, and in compliance with all applicable Israeli rules and guidelines, our offices have remained closed since the middle of March 2020,United States, and all of our employees currentlyassets 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 remotely.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.

Future deteriorationThe 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 prolonged difficultytreat 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 economic conditionsturn could have a material adverse impact on our business, financial position,condition and liquidity.results of operation.

Future deterioration or prolonged difficulty in economic conditions, because of COVID-19 or otherwise, could have a material adverse impact 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 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.

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 fully eliminate the personal liability of the directors and officers of the Company for monetary damages 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.

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.

Regulation of the Wellness, Botanicals, Cannabis and Pharma Industry

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.

Results of clinical studies are unpredictive.

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

We may fail to implement strategic alliances

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.

Risks Related to our Intellectual Property

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.

Risks Relating to Our Israel Operations

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.

Our sales may be adversely affected by boycotts of Israel.

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.

Risks Related Ownership of Our Securities

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

Our failure to manage growth effectively could impair our business.

Our ability to effectively manage growth may require us to expand the capabilities of our operational and management systems and to attract and retain qualified personnel. There can be no assurance that we will be able to do so. If we are unable to successfully manage growth, our business, prospects, financial condition, and results of operations 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 Elharar Soffer, our Chief Executive Officer and Chairperson. The loss of Ms. Meir Soffer could have a material adverse effect upon our business prospects. Moreover, our success also depends on our ability to identify, attract and retain qualified personnel, includingexecutive officers, directors advisors, consultants, third party contractors and other partners, to assist with the executioncurrent beneficial owners of our business plans. Competition for such personnel is intense, and there can be no assurance that we will be successful in identifying, attracting and retaining such personnel in the future. The failure to succeed in these endeavors would have a material adverse effect on our ability to consummate our business plans.

We rely on knowledge and experience of our primary shareholders.

We rely on our access to knowledge and experience of our primary shareholders, including Citrine S A L Investment & Holdings Ltd, the Wealthstone Group and the Neto Group. If such access is reduced5% or lost, we may not be able to successfully execute our growth strategies, which could adversely affect our results of operations.

Risks relating to our exposure to equity securities of other companies in which we invest.

We are not primarily engaged in the business of investing, reinvesting, or trading in securities, and we do not hold ourselves out as being engaged in those activities; however, the Company has acquired or is in the process of acquiring securities of certain publicly traded and privately held companies. These investments carry risk of partial or total loss, as with any such investment of this kind. We generally monitor the Company’s investments to keep abreast of the investments and positions, but do not portend to actively trade in these securities and we do not have broker-dealers daily monitoring our investments to take positions in the event of market swings or fluctuations, whether on the upside or downside; hence, these investments bear certain risks of loss or failure to attain maximum gain.

We may be classified as an inadvertent investment company.

We are not primarily engaged in the business of investing, reinvesting, or trading in securities, and we do not hold ourselves out as being engaged in those activities. Under the Investment Company Act of 1940, as amended (the “1940 Act”), however, a company may be deemed an investment company under section 3(a)(1)(C) of the 1940 Act if the value of its investment securities is more than 40% of its total assets (exclusive of government securities and cash items) on a consolidated basis. An inadvertent investment company can avoid being classified as an investment company if it can rely on one of the exclusions under the 1940 Act. One such exclusion, Rule 3a-2 under the 1940 Act, allows an inadvertent investment company a grace period of one year from the earlier of (a) the date on which an issuer owns securities and/or cash having a value exceeding 50% of the issuer’s total assets on either a consolidated or unconsolidated basis and (b) the date on which an issuer owns or proposes to acquire investment securities having a value exceeding 40% of the value of such issuer’s total assets (exclusive of government securities and cash items) on an unconsolidated basis. Classification as an investment company under the 1940 Act requires registration with the SEC. If an investment company fails to register, it would have to stop doing almost all business, and its contracts would become voidable. Registration is time consuming and restrictive and would require a restructuring of our operations, and we would be very constrained in the kind of business we could do as a registered investment company. Further, we would become subject to substantial regulation concerning management, operations, transactions with affiliated persons and portfolio composition, and would need to file reports under the 1940 Act regime. The cost of such compliance would result in the Company incurring substantial additional expenses and could result in the complete cessation of our operations, and the failure to register if required would have a materially adverse impact to conduct our operations.

Risks Related to Our Common Stock

Our common stock may suffer from reduced liquidity or illiquidity and as such sale of your holding may take a considerable amount of time.

The shares of our common stock are thinly-traded onand their respective affiliates, in the OTCQB Market, meaning that the numberaggregate, beneficially own approximately 83% of persons interested in purchasing our outstanding common stock at or near bid prices at any given time may be relatively small or non-existent.as of October, 2021, and as of the date of this filing. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained. Due toresult, these conditions, we can give you no assurance that you willpersons, acting together, would be able to sell your shares atsignificantly influence all matters requiring stockholder approval, including the election and removal of directors, any merger, consolidation, sale of all or near bid pricessubstantially all of our assets, or at all if you need money or otherwise desire to liquidate your shares.other significant corporate transactions.

Shares eligible for future sale may adversely affect the market.

From time to time, certainYou may experience future dilution as a result of future equity offerings.

Our Amended and Restated Articles of Incorporation authorize the Company’s stockholdersissuance of a maximum 1,500,000 shares of common stock. Any additional financings effected by us may be eligible to sell all or someresult in the issuance of theiradditional 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 marketfor issuance pursuant to Rule 144 promulgatedfuture awards under the Securities Act, subject to certain limitations. In general, pursuant to Rule 144, non-affiliate stockholders may sell freely after six months subject only to the current public information requirement. Affiliates may sell after six months subject to the Rule 144 volume, manner2018 Equity Incentive Plan. The issuance of sale (for equity securities), and current public information and notice requirements. Any substantial salessuch additional shares of the Company’s common stock, pursuant to Rule 144or securities convertible or exchangeable into common stock, may have a material adverse effect oncause the market price of its common stock.

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

We have offered and sold our common stock to investors pursuant to certain exemptions fromdecline. Additionally, if all or a substantial portion of these shares are resold into the registration requirementspublic markets then the trading price of our common stock may decline.

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

We currently do not have and may never obtain research coverage by securities analysts.  If no securities analysts commence coverage of our company, or if industry analysts cease coverage of our company, the trading price for our stock could be materially and adversely impacted. In the event we obtain securities analyst coverage, if one or more of the Act, as well as those of various state securities laws. The basis for relying on such exemptions is factual; that is, the applicability of such exemptions depends uponanalysts who cover us downgrade our conduct and that of those persons contacting prospective investors and making the offering. We have relied upon the operative facts as the basis for such exemptions, including information provided by investors themselves.

If any prior offering did not qualify for such exemption, an investor would have the right to rescind its purchase of the securities if it so desired. It is possible that if an investor should seek rescission, such investor would succeed. A similar situation prevails under state law in those states where the securitiesstock or publish inaccurate or unfavorable research about our business, our stock price may be offered without registration in reliancematerially and adversely impacted. If one or more of these analysts cease coverage of our company or fail to publish reports on the partial preemption from the registration or qualification provisions of such state statutes. If investors were successful in seeking rescission, we would face severe financial demands thatus regularly, demand for our stock could adversely affectdecrease, which might cause our businessstock price and operations. Additionally, if we did not in fact qualify for the exemptions upon which we have relied, we may become subjecttrading volume to significant fines and penalties imposed by the SEC and state securities agencies.decline.

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

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

Our Common Stock is subject to the “Penny Stock” rules of the SEC and the trading market in our stock is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment.

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

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

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock fluctuates significantly, your investment could lose value.

Our common stock is quoted on the OTCQB, under the symbol “CTGL,” and, causeto date, has traded on a decline inlimited basis. We have applied to list our common stock on Nasdaq under the symbol “CTGL.” We cannot assure you that an active public market valuewill continue for our common stock. If an active public market for our common stock does not continue, the trading price and liquidity of our stock. Disclosure also has tocommon stock will be made about the risks of investing in penny stocks in both public offeringsmaterially and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

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

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes thatadversely affected. If there is a high probabilitythin trading market or “float” for our stock, the market price for our common stock may fluctuate significantly more than the stock market as a whole. Without a large float, our common stock would be less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stock may be more volatile. In addition, in the absence of an active public trading market, investors may be unable to liquidate their investment in us. Furthermore, the stock market is subject to significant price and volume fluctuations, and the price of our common stock could fluctuate widely in response to several factors, including, but not limited to:

The stock market has experienced extreme price and volume fluctuations in recent years that speculative low pricedhave significantly affected the quoted prices of the securities willof many companies, including companies in our industry. The changes may not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealerspossible to recommend that their customers buy our Common Stock, which may limit your abilitypredict and often appear to buy and sell our stock and have an adverse effect on the market for our shares.

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

occur without regard to specific operating performance. The price of our common stock has beencould fluctuate based upon factors that have little or nothing to do with our company and may in the future continue to be extremely volatile, with the sale price fluctuating from a low of $0.03 to a high of $0.29 during the year commencing as of January 1, 2020. Many factorsthese fluctuations could have a significant impact on the future price ofmaterially reduce our common stock, including:

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

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

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

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

Risks Related to our Operations in Israel

We conductdo not intend to pay dividends for the foreseeable future.

We have never declared or paid cash dividends on our operations in Israel and therefore our results may be adversely affected by political, economic and military instability in Israel and the region.

Our principal officescapital stock nor are located in central Israel and some of our officers, employees and directors are residents of Israel. Accordingly, political, economic and military conditions in Israel and the surrounding region may directly affect our business. Any hostilities involving Israelwe under any obligation to declare or the interruption or curtailment of trade within Israel or between Israel and its trading partners could adversely affectpay such cash dividends. We currently intend to retain any future earnings to fund our operations and results of operationsthe development and could make it more difficult for us to raise capital. During November 2012 and from July through August 2014, Israel was engaged in an armed conflict with a militia group and political party who controls the Gaza Strip, and during the summer of 2006, Israel was engaged in an armed conflict with Hezbollah, a Lebanese Islamist Shiite militia group and political party. In December 2008 and January 2009 there was an escalation in violence among Israel, Hamas, the Palestinian Authority and other groups, as well as extensive hostilities along Israel’s border with the Gaza Strip, which resulted in missiles being fired from the Gaza Strip into Southern Israel. Similar hostilities accompanied by missiles being fired from the Gaza Strip into Southern Israel, as well at areas more centrally located near Tel Aviv and at areas surrounding Jerusalem, occurred during November 2012 and July through August 2014. These conflicts involved missile strikes against civilian targets in various parts of Israel, including areas in which our employees and some of our consultants are located, and negatively affected business conditions in Israel.

In addition, recent political uprisings and conflicts in various countries in the Middle East, including Egypt and Syria, are affecting the political stability of those countries. It is not clear how this instability will develop and how it will affect the political and security situation in the Middle East. This instability has raised concerns regarding security in the region and the potential for armed conflict. In addition, it is widely believed that Iran, which has previously threatened to attack Israel, has been stepping up its efforts to achieve nuclear capability. Iran is also believed to have a strong influence among extremist groups in the region, such as Hamas in Gaza and Hezbollah in Lebanon. Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions and could harm our results of operations. Parties with whom we do business have sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing us to make alternative arrangements when necessary. In addition, the political and security situation in Israel may result in parties with whom we have agreements involving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions in such agreements.

Our commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained or that it will sufficiently cover our potential damages. Any losses or damages incurred by us could have a material adverse effect on our business. Any armed conflicts or political instability in the region would likely negatively affect business conditions and could harm our results of operations.

Further, in the past, the State of Israel and Israeli companies have been subjected to economic boycotts. Several countries still restrict business with the State of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our operating results, financial conditions or the expansion of our business. A campaign of boycotts, divestment and sanctions has been undertaken against Israel, which could also adversely impact our business.

In addition, Israel is experiencing a level of unprecedented political instability. The Israeli government has been in a transitionary phase since December 2018, when the Israeli Parliament, or the Knesset, first resolved to dissolve itself and call for new general elections. Since then, Israel held general elections four times – in April and September of 2019, in March of 2020 and in March of 2021. The Knesset has not passed a budget for the year 2021, and certain government ministries, which may be critical to the operationgrowth of our business, are without necessary resources and maywe do not receive sufficient funding moving forward. Inexpect to declare or pay any dividends in the event that the current political stalemate is not resolved during 2021, ourforeseeable future. Our future ability to conductpay cash dividends on our business effectivelycapital stock may be adversely affected.

Finally, many Israeli citizens are obligated to perform several days, and in some cases more, of annual military reserve duty each year until they reach the age of 40 (or older, for reservists who are military officerslimited by any future debt instruments or who have certain occupations) and, in the event of a military conflict, may be called to active duty. In response to increases in terrorist activity, there have been periods of significant call-ups of military reservists. It is possible that there will be military reserve duty call-ups in the future. Our operations could be disrupted by such call-ups, which may include the call-up of members of our management. Such disruption could materially adversely affect our business, prospects, financial condition and results of operations.

Our operations are subject to currency and interest rate fluctuations.

We incur expenses in U.S. dollars and NIS, but our financial statements are denominated in U.S. dollars. The U.S. dollar is our functional currency. However, as we also incur expenses in NIS, we are affected by foreign currency exchange fluctuations through both translation risk and transaction risk.preferred securities. As a result, we are exposed to the risk that the NISinvestors may appreciate relative to the dollar, or,only receive a return on their investment in our common stock if the NIS instead devalues relative to the dollar, that the inflation rate in Israel may exceed such rate of devaluation of the NIS, or that the timing of such devaluation may lag behind inflation in Israel. In any such event, the dollar costmarket price of our operations in Israel would increasecommon stock increases to a price above the price paid for them and our dollar-denominated results of operations would be adversely affected.then sell such shares.

It may be difficult to enforce a judgment of a United States court against us and our officers and directors to assert United States securities laws claims in Israel or to serve process on our officers and directors and these experts.

Our executive office and corporate headquarters are located in Israel. In addition, all of our officers and directors are residents of Israel. All of our assets and most of the assets of these persons are located in Israel. Service of process upon us or our non-U.S. resident directors and officers and enforcement of judgments obtained in the United States against us or our non-U.S. our directors and executive officers may be difficult to obtain within the United States. We have been informed by our legal counsel in Israel that it may be difficult to assert claims under U.S. securities laws in original actions instituted in Israel, or obtain a judgment based on the civil liability provisions of U.S. federal securities laws. Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws against us or our non-U.S. officers and directors because Israel may not be the most appropriate forum 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 proved as a fact, 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 addressing the matters described above. Israeli courts might not enforce judgments rendered outside Israel, which may make it difficult to collect on judgments rendered against us or our non-U.S. officers and directors.

Moreover, an Israeli court will not enforce a non-Israeli judgment if it was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases), if its enforcement is likely to prejudice the sovereignty or security of the State of Israel, if it was obtained by fraud or in the absence of due process, if it is at variance with another valid judgment that was given in the same matter between the same parties, or if a suit in the same matter between the same parties was pending before a court or tribunal in Israel at the time the foreign action was brought.

Our operations may be disrupted as a result of the obligation of management or key personnel to perform military service.

Our employees and consultants in Israel, including members of our senior management, may be obligated to perform one month, and in some cases longer periods, of military reserve duty until they reach the age of 40 (or older, for citizens who hold certain positions in the Israeli armed forces reserves) and, in the event of a military conflict, may be called to active duty. In response to increases in terrorist activity, there have been periods of significant call-ups of military reservists. It is possible that there will be similar large-scale military reserve duty call-ups in the future. Our operations could be disrupted by the absence of a significant number of our officers, directors, employees and consultants. Such disruption could materially adversely affect our business and operations.

Risks Related to Cannabis

Our failure to comply with controlled substance legislation could restrict or harm our ability to develop and commercialize our products.

Our business is, and will be, subject to wide-ranging laws and regulations of Israel, the United States (federal and state), the European Community and other governments in each of the countries where we may develop and market our products. We must comply with all regulatory requirements in each jurisdiction if we expect to be successful. Most countries are parties to the Single Convention on Narcotic Drugs of 1961 as amended by the 1972 Protocol, which governs international trade and domestic control of narcotic substances, including cannabis extracts. Countries may interpret and implement their treaty obligations in a way that creates a legal obstacle to us obtaining marketing approval in those countries for any cannabinoid-based products we develop. These countries may not be willing or able to amend or otherwise modify their laws and regulations to permit our products to be marketed, or achieving such amendments to the laws and regulations may take a prolonged period of time. In the case of countries with similar obstacles, we would be unable to market our product candidates in countries in the near future or perhaps at all if the laws and regulations in those countries do not change. Any cannabinoid-based product candidate that we may develop for use in the United States, will be subject to U.S. controlled substance laws and regulations that will require us, along with our collaborators and licensees, to expend time, money and effort in all areas of regulatory compliance, including, if applicable, manufacturing, production, quality control and assurance and clinical trials. Any failure to comply with these laws and regulations, or the cost of compliance with these laws and regulations, could adversely affect the results of our business operations and our financial condition. The Company does not intend to operate in the U.S. with any activity related to medical cannabis or CBD for this time being.

Changes in consumer preferences and acceptance of medical cannabis, or any negative trends, will adversely affect our business.

Our business is substantially dependent on market acceptance of medical cannabis. Market perception of medical cannabis can be significantly influenced by a number of social, political and economic factors that are beyond our control, including scientific research or findings, regulatory investigations, litigation, media attention and other publicity regarding such products and treatments. There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity will be favorable to the market for any of our current or future cannabinoid-based therapies. Future research reports, findings, regulatory proceedings, litigation, media attention or other publicity that are perceived as less favorable than, or that question, earlier research reports, findings or publicity could have a material adverse effect on the demand for our products, as well as our business, results of operations, financial condition and cash flows.

General Risk Factors

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

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

Our management team may not be able to successfully implement our business strategies.

If our management team is unable to execute on its business strategies, then our development, including the establishment of revenues and our sales and marketing activities would be materially and adversely affected. In addition, we may encounter difficulties in effectively managing the budgeting, forecasting and other process control issues presented by any future growth. We may seek to augment or replace members of our management team or we may lose key members of our management team, and we may not be able to attract new management talent with sufficient skill and experience.

A decline in the price of our common stock could affect our ability to raise working capital and adversely impact our ability to continue operations.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. A decline in the price of our common stock could be especially detrimental to our liquidity and our operations. Such reductions may force us to reallocate funds from other planned uses and may have a significant negative effect on our business plan and operations, including our ability to develop new services and continue our current operations. If our common stock price declines, we can offer no assurance that we will be able to raise additional capital or generate funds from operations sufficient to meet our obligations. If we are unable to raise sufficient capital in the future, we may not be able to have the resources to continue our normal operations.

We will need additional capital to fund our operations.

We will require additional capital to fund our current operations and anticipated expansion of our business and to pursue targeted revenue opportunities. We cannot assure you that we will be able to raise additional capital. If we are able to raise additional capital, we do not know what the terms of any such capital raises would be, and whether they will be on terms acceptable to us. In addition, any future sale of our equity securities would dilute the ownership and control of our current stockholders and could be at prices substantially below prices at which our shares currently trade. Our inability to raise capital could require us to significantly curtail or terminate our operations.

Future changes in financial accounting standards or practices may cause adverse unexpected financial reporting fluctuations and affect reported results of operations.

A change in accounting standards or practices can have a significant effect on our reported results and may even affect our reporting of transactions completed before the change is effective. New accounting pronouncements and varying interpretations of accounting pronouncements have occurred and may occur in the future. Changes to existing rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct business.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Our executive office is at 2 Jabotinsky St., Atrium Tower, Ramat Gan,4 Haogen Street, Israel. The offices consist of approximately 100square100 square meters, under an agreement for office space and services that expires on August 30, 2022. We are paying for the office space and services a monthly rentalrent of approximately $5,000, for a period of 2 years ending in September 2023. 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 13th 13^thSt., City of Wilmington, County of Newcastle, Delaware 19801.