Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 15, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55680 | |
Entity Registrant Name | CITRINE GLOBAL, CORP | |
Entity Central Index Key | 0001498067 | |
Entity Tax Identification Number | 68-0080601 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 4 HaOgen Street | |
Entity Address, City or Town | Herzelia | |
Entity Address, Country | IL | |
Entity Address, Postal Zip Code | 4655102 | |
City Area Code | 972 | |
Local Phone Number | 73 7600341 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 942,568,006 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 129 | $ 270 |
Restricted cash | 8 | 10 |
Short-term loan granted to others | 16 | 15 |
Prepaid expenses | 8 | 30 |
Other current assets | 25 | 24 |
Total current assets | 186 | 349 |
Non-current assets | ||
Investments valued under the measurement alternative | 450 | 450 |
Property and equipment, net | 233 | 256 |
Total non-current assets | 683 | 706 |
T o t a l assets | 869 | 1,055 |
Current liabilities | ||
Accounts payable and accrued expenses | 201 | 226 |
Accrued compensation | 1,171 | 838 |
Total current liabilities | 1,372 | 1,064 |
Convertible component in convertible notes | 82 | |
Convertible notes | 1,584 | 1,431 |
T o t a l liabilities | 3,038 | 2,495 |
Stockholders’ Deficit | ||
Common stock, par value $0.0001 per share, 1,500,000,000 shares authorized at June 30, 2022 and December 31, 2021; 942,568,006 shares issued and outstanding at June 30, 2022 and December 31, 2021 | 94 | 94 |
Additional paid-in capital | 22,078 | 22,073 |
Stock to be issued | 44 | 44 |
Accumulated deficit | (24,492) | (23,757) |
Accumulated other comprehensive income | 107 | 106 |
T o t a l stockholders’ deficit | (2,169) | (1,440) |
T o t a l liabilities and stockholders’ deficit | $ 869 | $ 1,055 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common Stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued | 942,568,006 | 942,568,006 |
Common stock, shares outstanding | 942,568,006 | 942,568,006 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ / shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | ||
Income Statement [Abstract] | |||||
Research and development expenses | $ (31) | $ (56) | |||
Marketing, general and administrative expenses | (355) | (204) | (669) | (2,179) | |
Operating loss | (386) | (204) | (725) | (2,179) | |
Financing expenses, net: | |||||
Income (expenses) related to convertible loan terms | 386 | (702) | 7 | (797) | |
Other financing income (expenses), net | (6) | 47 | (17) | 17 | |
Financing income (expenses), net | 380 | (655) | (10) | (780) | |
Net loss attributable to common stockholders | $ (6) | $ (859) | $ (735) | $ (2,959) | |
Loss per common stock (basic and diluted) | [1] | $ 0 | $ 0 | $ 0 | $ 0 |
Basic weighted average number of shares of common stock outstanding | 942,568,006 | 942,568,006 | 942,568,006 | 942,568,006 | |
Comprehensive loss: | |||||
Net loss | $ (6) | $ (859) | $ (735) | $ (2,959) | |
Other comprehensive income (loss) attributable to foreign currency translation | (5) | 1 | |||
Comprehensive loss | $ (11) | $ (859) | $ (734) | $ (2,959) | |
[1]Represents an amount less than $0.01 per common stock. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Preferred Stock [Member] Redeemable Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock to be Issued [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 94 | $ 20,414 | $ 30 | $ (19,241) | $ 106 | $ 1,403 | |
Beginning Balance, shares at Dec. 31, 2020 | 942,568,006 | ||||||
Net loss for the period | (2,100) | (2,100) | |||||
Ending balance, value at Mar. 31, 2021 | $ 94 | 20,414 | 30 | (21,341) | 106 | (697) | |
Ending Balance, shares at Mar. 31, 2021 | 942,568,006 | ||||||
Beginning balance, value at Dec. 31, 2020 | $ 94 | 20,414 | 30 | (19,241) | 106 | 1,403 | |
Beginning Balance, shares at Dec. 31, 2020 | 942,568,006 | ||||||
Net loss for the period | (2,959) | ||||||
Ending balance, value at Jun. 30, 2021 | $ 94 | 20,907 | 30 | (22,200) | 106 | (1,063) | |
Ending Balance, shares at Jun. 30, 2021 | 942,568,006 | ||||||
Beginning balance, value at Mar. 31, 2021 | $ 94 | 20,414 | 30 | (21,341) | 106 | (697) | |
Beginning Balance, shares at Mar. 31, 2021 | 942,568,006 | ||||||
Warrants issued in connection with convertible notes | 132 | 132 | |||||
Net loss for the period | (859) | (859) | |||||
Modification of warrants in connection with convertible loan restructuring | 361 | 361 | |||||
Ending balance, value at Jun. 30, 2021 | $ 94 | 20,907 | 30 | (22,200) | 106 | (1,063) | |
Ending Balance, shares at Jun. 30, 2021 | 942,568,006 | ||||||
Beginning balance, value at Dec. 31, 2021 | $ 94 | 22,073 | 44 | (23,757) | 106 | (1,440) | |
Beginning Balance, shares at Dec. 31, 2021 | 942,568,006 | ||||||
Extinguishment of convertible note | (162) | (162) | |||||
Warrants issued in connection with convertible notes | 100 | 100 | |||||
Share based compensation | 32 | 32 | |||||
Other comprehensive income | 6 | 6 | |||||
Net loss for the period | (729) | (729) | |||||
Ending balance, value at Mar. 31, 2022 | $ 94 | 22,043 | 44 | (24,486) | 112 | (2,193) | |
Ending Balance, shares at Mar. 31, 2022 | 942,568,006 | ||||||
Beginning balance, value at Dec. 31, 2021 | $ 94 | 22,073 | 44 | (23,757) | 106 | (1,440) | |
Beginning Balance, shares at Dec. 31, 2021 | 942,568,006 | ||||||
Net loss for the period | (735) | ||||||
Ending balance, value at Jun. 30, 2022 | $ 94 | 22,078 | 44 | (24,492) | 107 | (2,169) | |
Ending Balance, shares at Jun. 30, 2022 | 942,568,006 | ||||||
Beginning balance, value at Mar. 31, 2022 | $ 94 | 22,043 | 44 | (24,486) | 112 | (2,193) | |
Beginning Balance, shares at Mar. 31, 2022 | 942,568,006 | ||||||
Share based compensation | 35 | 35 | |||||
Other comprehensive income | (5) | (5) | |||||
Net loss for the period | (6) | (6) | |||||
Ending balance, value at Jun. 30, 2022 | $ 94 | $ 22,078 | $ 44 | $ (24,492) | $ 107 | $ (2,169) | |
Ending Balance, shares at Jun. 30, 2022 | 942,568,006 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (735) | $ (2,959) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1 | 1 |
Finance expenses, net | 6 | 2 |
Financial expenses with respect to convertible notes and loans | (8) | 799 |
Share based payment to a service provider | 1,736 | |
Share based payment | 67 | |
Fair value adjustment of liability in connection with stock exchange agreement | (57) | |
Changes in fair value of marketable securities | 37 | |
Changes in operating assets and liabilities: | ||
Prepaid and other current assets | 20 | (10) |
Accounts payable and accrued expenses | 336 | 233 |
Net cash used in operating activities | (313) | (218) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (4) | |
Repayments of short-term loan granted to others | 164 | |
Net cash provided by (used in) investing activities | (4) | 164 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of secured promissory note | 180 | 350 |
Net cash provided by financing activities | 180 | 350 |
Effect of exchange rates on cash and cash equivalents | (6) | (2) |
Net increase (decrease) in cash and cash equivalents | (143) | 294 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD | 280 | 206 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | 137 | 500 |
Non-cash transactions: | ||
Fair value of convertible component in convertible loan | (48) | |
Warrants issued in connection with convertible notes | (100) | |
Extinguishment of convertible notes | $ (162) |
GENERAL
GENERAL | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
GENERAL | NOTE 1 - GENERAL Citrine Global, Corp. (“Citrine Global” or the “Company”) was incorporated under the laws of the State of Delaware on May 26, 2010. The Company’s common stock is traded in the United States on the OTCQB market under the ticker symbol “CTGL.” On June 3, 2020 the Company established a wholly owned new Israeli subsidiary: CTGL – Citrine Global Israel Ltd, (the “Israeli Subsidiary”). On July 21, 2020, the Israeli Subsidiary began to work with certain Company shareholders, Beezz Home Technologies Ltd., in which Ora Elharar Soffer, the Company’s chairperson and CEO holds shares, and Golden Holdings Neto Ltd., in which Ilan Ben-Ishai, a director of the Company, holds shares, have been working towards establishing an Operational Innovation Center focuses on the medical cannabis industry, CBD, hemp, botanical, food supplements and cosmetics products. The Company’s Board of Directors approved the Israeli Subsidiary to proceed with preparations for entering into an agreement to incorporate a new company, named Cannovation Center Israel Ltd. (“Cannovation”), with Beezz Home Technologies Ltd. and Golden Holdings Neto Ltd., and to accept limitations on the Israeli Subsidiary’s rights in the Cannovation Center if and as mandated under Israeli regulations on the involvement of foreign entities. On August 4, 2020, the Board of the Company approved for the Company and its Israeli Subsidiary to proceed with preparations for investing in iBOT Israel Botanicals Ltd., an Israeli nutritional supplements’ company developing and manufacturing botanical formulas and nutritional supplements for custom & contract manufacturing for leading botanical companies (“iBOT”). iBOT has a manufacturing facility for a wide range of botanical formulations. iBOT’s manufacturing facility is approved by the Israeli Ministry of Health and is GMP-certified, ISO9001-certified and HACCP certified by IQC. The principal shareholders and control persons of iBOT are the Company’s Chief Executive Officer and a Company director. On August 4, 2020, the Board of Directors approved for the Company and Citrine Global Israel to proceed with preparations for investing in iBOT. On August 9, 2021, through the 60% 50 15 12% 25% In October 2021, iBOT granted to Citrine Global Group, a pre-emption right to any equity or equity linked securities that iBOT proposes to issue to an unrelated third party with aggregate gross proceeds to the Company exceeding $1 million or which will result in a change in control in iBOT following such issuance, then iBOT is to give to the Citrine Global Group written notice of such proposed issuance and the relevant terms thereof and the Citrine Global Group shall have ten (10) days thereafter to determine if it elects to purchase a minimum of 51% of the proposed issuance on the price and other terms specified in the notice sent by iBOT (the “Pre-Emption Right”). If the Citrine Global Group elects to exercise the Pre-Emption Right, such purchase is to take place at no more than 90 days following the expiration of the 10 day notice period to the Citrine Global Group. Any iBOT securities of the Pre-Emption Right that Citrine Global Group elects to not purchase are to be sold by not later than 90 days following the end of the Citrine Global Group’s notice period and if such shares are not sold to such third party within the 90 day period, the Pre-Emption right shall apply to any subsequent proposed issuance. The preemption right does not apply to certain specified exceptions. On August 20, 2020, the Israeli Subsidiary, Beezz Home Technologies Ltd., and Golden Holdings Neto Ltd. incorporated Cannovation. Israeli Subsidiary holds 60% CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Stock split Authorization On June 10, 2022, certain of the Company’s stockholders representing more than 50 . Pursuant to the Reverse Stock Split, each fifty or seven hundred shares of common stock (or any whole number within such range), 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. The Reverse Stock Split Certificate of Amendment will be effective upon receipt of approval from the Financial Industry Regulatory Authority (“FINRA”) and the filing with the Secretary of the State of Delaware, both of which were not completed as of the date of the approval of the financial statements. Financial support from shareholders The Company has not yet to generate revenues and is dependent on raising funds from its current shareholders or from other sources. On April 13, 2021, Citrine S A L, on behalf of itself and its affiliates and related parties, has furnished the Company with an irrevocable letter of obligation to financially support the Company until June 30, 2022. On March 17, 2022, Citrine S A L Investment & Holding Ltd. extended this support through June 30, 2023. On August 14, 2022, Citrine S A L Investment & Holding Ltd. further extended this support through October 31, 2023. The Company has no significant firm commitments that require it to remit cash, and can control the level of expenses it incurs. Based on the Company’s current cash balances, and the irrevocable letter of obligation from Citrine S A L noted above, the Company believes it has sufficient funds for its plans for the next twelve months from the issuance of these financial statements. As the Company is embarking on its new activity as detailed herein, it is incurring losses. It cannot determine with reasonable certainty when and if it will have sustainable profits. COVID-19 On March 11, 2020, the World Health Organization declared the outbreak of a novel coronavirus (SARS-CoV-2) to be a global pandemic (COVID-19), which continues to spread throughout the world. The COVID-19 pandemic is having significant effects on global markets, supply chains, businesses, and communities. Specifically with respect to the Company, COVID-19 may impact various parts of its 2022 plans, operations and financial results, including but not limited to difficulties in obtaining additional financing. The Company considered the impact of COVID-19 on the estimates and assumptions and determined that there were no material adverse impacts on the consolidated financial statements for the period ended June 30,2022. The Company believes it is taking appropriate actions to mitigate the negative impact, including by focusing its activities initially only within the country of Israel. However, the full impact of COVID-19 is unknown and cannot be reasonably estimated as these events are still developing. CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Unaudited Interim Financial Statements The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiary, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q. In the opinion of management, the financial statements presented herein have not been audited by an independent registered public accounting firm but include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations and cash flows for the six months ended June 30, 2022. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2022. Certain information and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission (“SEC”). These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates include fair value estimates of derivative liabilities and assets. Actual results could differ from those estimates. Fair value Fair value of certain of the Company’s financial instruments including cash, accounts receivable, accounts payable, accrued expenses, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosure,” which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. Fair value, as defined by ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk. Valuation techniques are generally classified into three categories: (i) the market approach; (ii) the income approach; and (iii) the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF RESENTATION (cont.) Fair value (cont.) Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values. Fair value measurements are required to be disclosed by the level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), (ii) segregating those gains or losses included in earnings, and (iii) a description of where those gains or losses included in earning are reported in the statement of operations. The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows: SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS Balance as of June 30, 2022 Level 1 Level 2 Level 3 Total US$ in thousands Liabilities: Fair value of convertible component in convertible notes - - 82 82 Total liabilities - - 82 82 The following table presents the changes in fair value of the level 3 liabilities for the period ended June 30, 2022: SCHEDULE OF CHANGES IN FAIR VALUE OF LIABILITIES Changes in Fair value US$ in thousands Liabilities: Outstanding at December 31, 2021 - Initial recognition of convertible component as part of modification in note terms 162 Initial recognition of convertible component as part of convertible notes issued 48 Changes in fair value 187 Outstanding at March 31, 2022 397 Changes in fair value (315) Outstanding at June 30, 2022 82 CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF RESENTATION (cont.) Recent Accounting Pronouncements On October 1, 2021, the Company early adopted ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. The new standard was effective for us beginning January 1, 2022, with early adoption permitted. The adoption of this new standard is not expected to have a material impact on the consolidated financial statements. Other new pronouncements issued but not effective as of June 30, 2022 are not expected to have a material impact on the Company’s consolidated financial statements. |
STOCK OPTIONS
STOCK OPTIONS | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK OPTIONS | NOTE 3 – STOCK OPTIONS The following table presents the Company’s stock option activity for employees and directors of the Company for the year ended June 30, 2022: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price ($) Outstanding at December 31, 2021 23,628,962 0.05 Granted 9,356,420 0.05 Exercised - - Forfeited or expired - - Outstanding at June 30, 2022 32,985,382 0.05 Number of options exercisable at June 30, 2022 19,798,655 0.05 The stock options outstanding as of June 30, 2022, have been separated into exercise prices, as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING Exercise price Stock options Weighted average remaining contractual Stock options vested As of June 30, 2022 0.0011 46,762 46,762 0.05 23,582,200 4.5 19,751,893 0.05 9,356,420 4.92 - 32,985,382 19,798,655 Compensation expense recorded by the Company in respect of its stock-based compensation awards for the six and three months ended June 30, 2022 was $ 54 27 CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) |
EVENTS DURING THE PERIOD
EVENTS DURING THE PERIOD | 6 Months Ended |
Jun. 30, 2022 | |
Events During Period | |
EVENTS DURING THE PERIOD | NOTE 4 – EVENTS DURING THE PERIOD A. On January 5, 2022, Citrine 9 LP, one of the Buyer entities (hereinafter “Citrine 9”) agreed to honor a Draw Down Notice (as defined in the Convertible Note Agreement) for, and has advanced to the Company, $ 180 July 31, 2023 5 9% As provided for under the terms of the Convertible Note Agreement, Citrine 9 will be issued 6,666,667 6,666,667 the Series A warrants are exercisable beginning July 5, 2022 through July 5, 2024 the Series B warrants are exercisable beginning July 5, 2022 through July 5, 2025 0.05 The Company allocated the proceeds received to the freestanding components – the convertible loan, A Warrants and B Warrants, based on their relative fair values, since all three components will not be subsequently measured at fair value (see below). Conversion feature In accordance with ASC 815-15-25 the conversion feature was considered a liability classified embedded derivative instrument, and is to be recorded at its fair value separately from the convertible notes, within non-current liabilities in the Company’s balance sheet. The conversion component is then remeasured at fair value at each reporting period with the resulting gains or losses shown in the statements of operations. The fair value of the convertible component was estimated by third party appraiser as weighted average of the two possible scenarios of the total convertible notes amount conversion (each, 50% probability): The scenario in which the convertible loan would be converted prior to its maturity (scenario 1) was estimated by the appraiser using the Black-Scholes option pricing model, to compute the fair value of the derivative and to market the fair value of the derivative at each balance sheet date. The following are the data and assumptions used as of issuance dates and as of the balance sheet date: SCHEDULE OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS January 5, 2022 June 30, 2022 Dividend yield (%) 0 % 0 % Risk-free interest rate (%) 0.65 % 2.81 % Expected term (years) 1.57 1.08 Volatility 154.86 % 148.3 % Share price (U.S. dollars) 0.025 0.012 Exercise price (U.S. dollars) 0.05 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 56 13 CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) The scenario in which the Company would raise at least $ 5 January 5, 2022 June 30, 2022 Dividend yield (%) 0 % 0 % Risk-free interest rate (%) 0.40 % 2.51 % Expected term (years) 0.99 0.50 Volatility 158 % 127.70 % Share price (U.S. dollars) 0.025 0.012 Exercise price (U.S. dollars) 0.05 0.05 Fair value of the conversion feature U.S. dollars in thousands) 40 2 The fair value of the convertible component was estimated by the third-party appraiser after giving effect to the weighted average of the two possible scenarios as of issuance dates was $ 41 7 Warrants The fair value of the warrants as of the drawdowns dates was estimated at $ 255 The following are the data and assumptions used: SUMMARY OF WARRANTS Warrants A Dividend yield (%) 0 % Risk-free interest rate (%) 0.96 % Expected term (years) 2.5 Volatility 159.70 % Share price (U.S. dollars) 0.025 Exercise price (U.S. dollars) 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 119 Warrants B Dividend yield (%) 0 % Risk-free interest rate (%) 1.18 % Expected term (years) 3.5 Volatility 159.70 % Share price (U.S. dollars) 0.025 Exercise price (U.S. dollars) 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 136 CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Fair Value Proportional Allocation The fair value of the note was estimated at $ 154 Based on the above, the fair value proportion allocation as of January 5, 2022 was as follows: SCHEDULE OF FAIR VALUE OF DEBT January 5, 2022 (US dollars in thousands) Conversion Component $ 48 Warrants 100 Convertible Notes 32 Total $ 180 B. Additionally, on January 5, 2022, the Company and the related entities who are the signatory lenders (hereinafter the “Buyers”) under the Convertible Loan Agreement dated as of April 1, 2020 (the “CL Agreement”) with the Company entered into the Fourth Amendment to the CL Agreement pursuant to which the following was agreed to: (i) The principal and accrued interest on all outstanding loans in the aggregate principal amount of $ 1,700,000 (ii) The conversion price on all outstanding notes under the CL Agreement was adjusted to a conversion price of $ 0.05 (iii) The exercise price on all outstanding warrants issued in connection with advances made under the CL Agreement was adjusted to an exercise price of $ 0.05 The Company concluded that the change in terms does not give rise to a trouble debt restructuring, as no concession was given to the Company. Therefore, the Company went on to assess the whether the terms of the modified note are substantially different. The Company concluded that the change in terms should be accounted for as a debt extinguishment. Following the abovementioned amendment on January 5, 2022, the conversion component is qualifying for the scope exception under ASC 815-10-15-74(a). In accordance with ASC 815-15-35-4, since the embedded conversion option in the convertible debt meets the bifurcation criteria, the fair value of the conversion component calculated as of January 5, 2022, in the amount of $ 162 thousands 75 thousands Conversion feature In accordance with ASC 815-15-25 the conversion feature was considered an embedded derivative instrument, and is to be recorded at its fair value separately from the convertible notes, within non-current liabilities in the Company’s balance sheet. The conversion component is then remeasured at fair value at each reporting period with the resulting gains or losses shown in the statements of operations. The fair value of the convertible component was estimated by third party appraiser as weighted average of the two possible scenarios of the total convertible notes amount conversion (each, 50% probability): CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) The scenario in which the convertible loan would be converted prior to its maturity (scenario 1) was estimated by the appraiser using the Black-Scholes option pricing model, to compute the fair value of the derivative and to market the fair value of the derivative at each balance sheet date. The following are the data and assumptions used as of issuance dates and as of the balance sheet date: June 15, 2020 convertible loans April 1, 2021 convertible loans June 30, 2022 June 15, 2020 convertible loans April 1, 2021 convertible loans Dividend yield (%) 0 0 Risk-free interest rate (%) 2.81 % 2.81 % Expected term (years) 1.08 1.08 Volatility 148.3 % 148.3 % Share price (U.S. dollars) 0.012 0.012 Exercise price (U.S. dollars) 0.05 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 103 26 The scenario in which the Company would raise at least $ 5 June 15, 2020 convertible loans April 1, 2021 convertible loans June 30, 2022 June 15, 2020 convertible loans April 1, 2021 convertible loans Dividend yield (%) 0 0 Risk-free interest rate (%) 2.51 % 2.51 % Expected term (years) 0.50 0.50 Volatility 127.7 % 127.7 % Debt instrument measurement input 127.7 % 127.7 % Share price (U.S. dollars) 0.012 0.012 Exercise price (U.S. dollars) 0.05 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 17 4 The fair value of the convertible component was estimated by the third-party appraiser after giving effect to the weighted average of the two possible scenarios as of June 30, 2022 was $ 60 15 C. On February 8, 2022, Cannovation Ltd received from the Israel Land Authority (“ILA”) a counter-signed development agreement to purchase rights for long term lease to 11,687 D. On February 15, 2022, the Company signed an investor relations service agreement with a consultant pursuant to which the Company agreed to pay the consultant a monthly retainer of $ 5,000 1,800,000 E. In May 2022 the Company appointed Prof. Itamar Grotto, a world-renowned expert in Public Health as Director in Cannovation Center Israel Ltd. and President of Green Vision Center Israel. Professor Grotto brings his extensive expertise in the health, pharma and wellness industries and will promote the company’s strategy to bring to market innovative plant-based wellness and pharma solutions, Research and Development activities, clinical trials, regulation, and business collaborations with pharma and wellness companies from all over the world. Upon his appointment, the Prof, Itamar Gruto, was granted options under the 2018 Plan to purchase 2,356,420 0.05 three year CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) |
RELATED PARTIES
RELATED PARTIES | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 5 – RELATED PARTIES A. Transactions and balances with related parties SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES 2022 2021 2022 2021 Six months ended June 30 Three months ended June 30 2022 2021 2022 2021 U.S. dollars (in thousands) Research and development expenses: Directors compensation and fees to officers 55 - 30 - Research and development expenses 55 - 30 - General and administrative expenses: Directors compensation and fees to officers (*) 347 183 171 79 (*) Share based compensation 44 - 17 - General and administrative expenses 44 - 17 - Financing expenses (income), net: Related to convertible loan terms (7 ) 797 (386 ) 702 B. Balances with related parties: As of June 30, As of December 31, 2022 2021 U.S. dollars (in thousands) Current Assets: Short term loan 16 15 16 15 Current Liabilities: Convertible notes - 1,431 Accounts payable 20 20 Accrued compensation 1,171 838 1,191 2,289 Non-current Liabilities: Convertible notes 1,584 - |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 6 – SUBSEQUENT EVENTS A. On July 15, 2022, Citrine 9 LP, (hereinafter “Citrine 9”), one of the related entities and a signatory lender (to the Convertible Note Purchase Agreement entered into by the Company and several related parties (hereinafter the “Buyers”) in April 2020, as subsequently amended (the “CL Agreement”) agreed to honor a Draw Down Notice for, and has advanced to the Company, $ 100,000 9 8,333,333 8,333,333 0.5 On August 9, 2022, the Company’s board of directors agreed to extend the maturity date on the loans to October 31, 2023, subject to approval of Citrine 9 to such extension, and to extend the exercise period of the warrants through August 9, 2027. B. On July 28, 2022, by mutual agreement the Company and the counterparty consultant to the investor relation agreement referred to in Note 4D terminated the agreement and, in connection therewith, the Company agreed to issue to the counterparty consultant 600,000 C. On August 9, 2022 , the board of directors of the Company agreed to the following: 1. The maturity date on all of the outstanding convertible loans under the CL Agreement was extended to October 31, 2023 (from July 31, 2023), subject to agreement of the lending entities under the CL Agreement to such extension of the maturity date; and 2. The exercise period on all of the outstanding Series A and Series B warrants issued to date in connection with the convertible loans under the CL Agreement was extended to August 9, 2027 D. On August 9, 2022, the Board agreed to issue to the related entities who advanced an aggregate of $ 1,170,000 5,589,172 0.05 E. On August 9, 2022, the Company’s board of directors determined to increase the number of shares reserved for issuance under the 2018 Stock Incentive Plan (the “2018 Plan”) by 90 180,000,000 F. On August 9, 2022, the Board also determined to grant to the directors and officers set forth below options under the 2018 Plan. The options are exercisable at a per share price of $ 0.02 0.022 five years three year Schedule of Accelerated and Unvested Options Director/Officer Number of Options Ora Elharar Soffer (Chairperson, CEO) 47,128,400 Ilanit Halperin (Director, CFO) 18,851,360 Ilan Ben Ishay (Director) 18,851,360 Doron Birger (Director) 2,356,420 David Kretzmer 2,356,420 G. On August 9, 2027, Mr. David Kretzmer’s fee in respect of services provided to us was reduced from $ 7,000 1,500 2,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Statements | Unaudited Interim Financial Statements The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiary, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q. In the opinion of management, the financial statements presented herein have not been audited by an independent registered public accounting firm but include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations and cash flows for the six months ended June 30, 2022. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2022. Certain information and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission (“SEC”). These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates include fair value estimates of derivative liabilities and assets. Actual results could differ from those estimates. |
Fair value | Fair value Fair value of certain of the Company’s financial instruments including cash, accounts receivable, accounts payable, accrued expenses, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosure,” which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. Fair value, as defined by ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk. Valuation techniques are generally classified into three categories: (i) the market approach; (ii) the income approach; and (iii) the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF RESENTATION (cont.) Fair value (cont.) Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values. Fair value measurements are required to be disclosed by the level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), (ii) segregating those gains or losses included in earnings, and (iii) a description of where those gains or losses included in earning are reported in the statement of operations. The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows: SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS Balance as of June 30, 2022 Level 1 Level 2 Level 3 Total US$ in thousands Liabilities: Fair value of convertible component in convertible notes - - 82 82 Total liabilities - - 82 82 The following table presents the changes in fair value of the level 3 liabilities for the period ended June 30, 2022: SCHEDULE OF CHANGES IN FAIR VALUE OF LIABILITIES Changes in Fair value US$ in thousands Liabilities: Outstanding at December 31, 2021 - Initial recognition of convertible component as part of modification in note terms 162 Initial recognition of convertible component as part of convertible notes issued 48 Changes in fair value 187 Outstanding at March 31, 2022 397 Changes in fair value (315) Outstanding at June 30, 2022 82 CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF RESENTATION (cont.) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements On October 1, 2021, the Company early adopted ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. The new standard was effective for us beginning January 1, 2022, with early adoption permitted. The adoption of this new standard is not expected to have a material impact on the consolidated financial statements. Other new pronouncements issued but not effective as of June 30, 2022 are not expected to have a material impact on the Company’s consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS | The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows: SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS Balance as of June 30, 2022 Level 1 Level 2 Level 3 Total US$ in thousands Liabilities: Fair value of convertible component in convertible notes - - 82 82 Total liabilities - - 82 82 |
SCHEDULE OF CHANGES IN FAIR VALUE OF LIABILITIES | The following table presents the changes in fair value of the level 3 liabilities for the period ended June 30, 2022: SCHEDULE OF CHANGES IN FAIR VALUE OF LIABILITIES Changes in Fair value US$ in thousands Liabilities: Outstanding at December 31, 2021 - Initial recognition of convertible component as part of modification in note terms 162 Initial recognition of convertible component as part of convertible notes issued 48 Changes in fair value 187 Outstanding at March 31, 2022 397 Changes in fair value (315) Outstanding at June 30, 2022 82 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | The following table presents the Company’s stock option activity for employees and directors of the Company for the year ended June 30, 2022: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price ($) Outstanding at December 31, 2021 23,628,962 0.05 Granted 9,356,420 0.05 Exercised - - Forfeited or expired - - Outstanding at June 30, 2022 32,985,382 0.05 Number of options exercisable at June 30, 2022 19,798,655 0.05 |
SCHEDULE OF STOCK OPTIONS OUTSTANDING | The stock options outstanding as of June 30, 2022, have been separated into exercise prices, as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING Exercise price Stock options Weighted average remaining contractual Stock options vested As of June 30, 2022 0.0011 46,762 46,762 0.05 23,582,200 4.5 19,751,893 0.05 9,356,420 4.92 - 32,985,382 19,798,655 |
EVENTS DURING THE PERIOD (Table
EVENTS DURING THE PERIOD (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Events During Period | |
SCHEDULE OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS | The scenario in which the convertible loan would be converted prior to its maturity (scenario 1) was estimated by the appraiser using the Black-Scholes option pricing model, to compute the fair value of the derivative and to market the fair value of the derivative at each balance sheet date. The following are the data and assumptions used as of issuance dates and as of the balance sheet date: SCHEDULE OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS January 5, 2022 June 30, 2022 Dividend yield (%) 0 % 0 % Risk-free interest rate (%) 0.65 % 2.81 % Expected term (years) 1.57 1.08 Volatility 154.86 % 148.3 % Share price (U.S. dollars) 0.025 0.012 Exercise price (U.S. dollars) 0.05 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 56 13 CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) The scenario in which the Company would raise at least $ 5 January 5, 2022 June 30, 2022 Dividend yield (%) 0 % 0 % Risk-free interest rate (%) 0.40 % 2.51 % Expected term (years) 0.99 0.50 Volatility 158 % 127.70 % Share price (U.S. dollars) 0.025 0.012 Exercise price (U.S. dollars) 0.05 0.05 Fair value of the conversion feature U.S. dollars in thousands) 40 2 The scenario in which the convertible loan would be converted prior to its maturity (scenario 1) was estimated by the appraiser using the Black-Scholes option pricing model, to compute the fair value of the derivative and to market the fair value of the derivative at each balance sheet date. The following are the data and assumptions used as of issuance dates and as of the balance sheet date: June 15, 2020 convertible loans April 1, 2021 convertible loans June 30, 2022 June 15, 2020 convertible loans April 1, 2021 convertible loans Dividend yield (%) 0 0 Risk-free interest rate (%) 2.81 % 2.81 % Expected term (years) 1.08 1.08 Volatility 148.3 % 148.3 % Share price (U.S. dollars) 0.012 0.012 Exercise price (U.S. dollars) 0.05 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 103 26 The scenario in which the Company would raise at least $ 5 June 15, 2020 convertible loans April 1, 2021 convertible loans June 30, 2022 June 15, 2020 convertible loans April 1, 2021 convertible loans Dividend yield (%) 0 0 Risk-free interest rate (%) 2.51 % 2.51 % Expected term (years) 0.50 0.50 Volatility 127.7 % 127.7 % Debt instrument measurement input 127.7 % 127.7 % Share price (U.S. dollars) 0.012 0.012 Exercise price (U.S. dollars) 0.05 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 17 4 |
SUMMARY OF WARRANTS | The following are the data and assumptions used: SUMMARY OF WARRANTS Warrants A Dividend yield (%) 0 % Risk-free interest rate (%) 0.96 % Expected term (years) 2.5 Volatility 159.70 % Share price (U.S. dollars) 0.025 Exercise price (U.S. dollars) 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 119 Warrants B Dividend yield (%) 0 % Risk-free interest rate (%) 1.18 % Expected term (years) 3.5 Volatility 159.70 % Share price (U.S. dollars) 0.025 Exercise price (U.S. dollars) 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 136 |
SCHEDULE OF FAIR VALUE OF DEBT | Based on the above, the fair value proportion allocation as of January 5, 2022 was as follows: SCHEDULE OF FAIR VALUE OF DEBT January 5, 2022 (US dollars in thousands) Conversion Component $ 48 Warrants 100 Convertible Notes 32 Total $ 180 |
RELATED PARTIES (Tables)
RELATED PARTIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES | SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES 2022 2021 2022 2021 Six months ended June 30 Three months ended June 30 2022 2021 2022 2021 U.S. dollars (in thousands) Research and development expenses: Directors compensation and fees to officers 55 - 30 - Research and development expenses 55 - 30 - General and administrative expenses: Directors compensation and fees to officers (*) 347 183 171 79 (*) Share based compensation 44 - 17 - General and administrative expenses 44 - 17 - Financing expenses (income), net: Related to convertible loan terms (7 ) 797 (386 ) 702 B. Balances with related parties: As of June 30, As of December 31, 2022 2021 U.S. dollars (in thousands) Current Assets: Short term loan 16 15 16 15 Current Liabilities: Convertible notes - 1,431 Accounts payable 20 20 Accrued compensation 1,171 838 1,191 2,289 Non-current Liabilities: Convertible notes 1,584 - |
SCHEDULE OF FINANCIAL ASSETS AN
SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total Liabilities | $ 82 | $ 397 | |
Fair Value, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total Liabilities | 82 | ||
Fair Value, Recurring [Member] | Fair Value of Convertible Component in Convertible Notes [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total Liabilities | 82 | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total Liabilities | |||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value of Convertible Component in Convertible Notes [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total Liabilities | |||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total Liabilities | |||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value of Convertible Component in Convertible Notes [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total Liabilities | |||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total Liabilities | 82 | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value of Convertible Component in Convertible Notes [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total Liabilities | $ 82 |
SCHEDULE OF CHANGES IN FAIR VAL
SCHEDULE OF CHANGES IN FAIR VALUE OF LIABILITIES (Details) - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Outstanding at March 31, 2022 | $ 397 | |
Initial recognition of convertible component as part of modification in note terms | 162 | |
Initial recognition of convertible component as part of convertible notes issued | 48 | |
Changes in fair value | (315) | 187 |
Outstanding at June 30, 2022 | $ 82 | $ 397 |
GENERAL (Details Narrative)
GENERAL (Details Narrative) - USD ($) $ in Thousands | Jun. 10, 2022 | Oct. 08, 2021 | Sep. 29, 2021 | Aug. 20, 2020 | Aug. 09, 2020 |
Reverse stock split description | On June 10, 2022, 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 50-to-1 and 700-to-1 (the “Reverse Stock Split”) | ||||
Majority Consenting Stockholders [Member] | |||||
Ownership percentage | 50% | ||||
The Cannovation Center [Member] | |||||
Percentage of shares hold by certain shareholders | 60% | ||||
iBOT Israel Botanicals Ltd [Member] | |||||
Noncontrolling interest, ownership percentage | 60% | ||||
Proceeds from related party debt | $ 50 | ||||
Debt instrument, interest rate, effective Percentage | 12% | ||||
Debt discount rate | 25% | ||||
iBOT Israel Botanicals Ltd [Member] | First Tranche [Member] | |||||
Proceeds from related party debt | $ 15 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - Employees and Directors [Member] | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Number of Options outstanding, beginning balance | shares | 23,628,962 |
Weighted Average Exercise Price outstanding, beginning balance | $ / shares | $ 0.05 |
Number of Options, Granted | shares | 9,356,420 |
Weighted Average Exercise Price, Granted | $ / shares | $ 0.05 |
Number of Options, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Number of Options, Forfeited or expired | shares | |
Weighted Average Exercise Price, Forfeited or expired | $ / shares | |
Number of Options, outstanding, ending balance | shares | 32,985,382 |
Weighted Average Exercise Price, ending balance | $ / shares | $ 0.05 |
Options exercisable, ending balance | shares | 19,798,655 |
Weighted Average Exercise Price, Options exercisable, ending balance | $ / shares | $ 0.05 |
SCHEDULE OF STOCK OPTIONS OUTST
SCHEDULE OF STOCK OPTIONS OUTSTANDING (Details) | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding | 32,985,382 |
Stock Options Vested | 19,798,655 |
Exercise Price One [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price | $ / shares | $ 0.0011 |
Stock Options Outstanding | 46,762 |
Stock Options Vested | 46,762 |
Exercise Price Two [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price | $ / shares | $ 0.05 |
Stock Options Outstanding | 23,582,200 |
Stock Options Vested | 19,751,893 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 4 years 6 months |
Exercise Price 3 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price | $ / shares | $ 0.05 |
Stock Options Outstanding | 9,356,420 |
Stock Options Vested | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 4 years 11 months 1 day |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
General and administrative expense | $ 27 | $ 54 |
SCHEDULE OF FAIR VALUE OF CONVE
SCHEDULE OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS (Details) | 1 Months Ended | 6 Months Ended | |||||
Feb. 15, 2022 USD ($) shares | Jan. 05, 2022 USD ($) $ / shares | Apr. 01, 2021 USD ($) $ / shares | Jun. 15, 2020 USD ($) $ / shares | May 31, 2022 $ / shares shares | Jun. 30, 2022 USD ($) $ / shares | Feb. 08, 2022 ft² | |
Area Of Land | ft² | 11,687 | ||||||
2018 Plan [Member] | |||||||
Option to purchase common stock | shares | 2,356,420 | ||||||
Exercise price per share | $ 0.05 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 3 years | ||||||
Service Agreement [Member] | |||||||
Monthly payment | $ | $ 5,000 | ||||||
Service Agreement [Member] | Consultant [Member] | |||||||
Number of restricted common stock, shares | shares | 1,800,000 | ||||||
Scenario One [Member] | |||||||
Fair value of the conversion feature (U.S. dollars in thousands) | $ | $ 56,000 | $ 26,000 | $ 103,000 | $ 13,000 | |||
Scenario One [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||
Debt instrument measurement input | 0 | 0 | 0 | 0 | |||
Scenario One [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Debt instrument measurement input | 0.65 | 2.81 | 2.81 | 2.81 | |||
Scenario One [Member] | Measurement Input, Expected Term [Member] | |||||||
Debt instrument, term | 1 year 6 months 25 days | 1 year 29 days | 1 year 29 days | 1 year 29 days | |||
Scenario One [Member] | Measurement Input, Option Volatility [Member] | |||||||
Debt instrument measurement input | 154.86 | 148.3 | 148.3 | 148.3 | |||
Scenario One [Member] | Measurement Input, Share Price [Member] | |||||||
Share price | $ 0.025 | $ 0.012 | $ 0.012 | $ 0.012 | |||
Scenario One [Member] | Measurement Input, Exercise Price [Member] | |||||||
Debt instrument measurement input | 0.05 | 0.05 | 0.05 | 0.05 | |||
Scenario Two [Member] | |||||||
Fair value of the conversion feature (U.S. dollars in thousands) | $ | $ 40,000 | $ 4,000 | $ 17,000 | $ 2,000 | |||
Scenario Two [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||
Debt instrument measurement input | 0 | 0 | 0 | 0 | |||
Scenario Two [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Debt instrument measurement input | 0.40 | 2.51 | 2.51 | 2.51 | |||
Scenario Two [Member] | Measurement Input, Expected Term [Member] | |||||||
Debt instrument, term | 11 months 26 days | 6 months | 6 months | 6 months | |||
Scenario Two [Member] | Measurement Input, Option Volatility [Member] | |||||||
Debt instrument measurement input | 158 | 127.7 | 127.7 | 127.70 | |||
Scenario Two [Member] | Measurement Input, Share Price [Member] | |||||||
Share price | $ 0.025 | $ 0.012 | $ 0.012 | $ 0.012 | |||
Scenario Two [Member] | Measurement Input, Exercise Price [Member] | |||||||
Debt instrument measurement input | 0.05 | 0.05 | 0.05 | 0.05 |
SUMMARY OF WARRANTS (Details)
SUMMARY OF WARRANTS (Details) $ in Thousands | Jun. 30, 2022 USD ($) $ / shares |
A Warrant [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Fair value of the conversion feature (U.S. dollars in thousands) | $ | $ 119 |
A Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrant measurement input | 0 |
A Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrant measurement input | 0.96 |
A Warrant [Member] | Measurement Input, Expected Term [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected term (years) | 2 years 6 months |
A Warrant [Member] | Measurement Input, Option Volatility [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrant measurement input | 159.70 |
A Warrant [Member] | Measurement Input, Share Price [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Share price (U.S. dollars) | $ 0.025 |
A Warrant [Member] | Measurement Input, Exercise Price [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrant measurement input | 0.05 |
B Warrant [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Fair value of the conversion feature (U.S. dollars in thousands) | $ | $ 136 |
B Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrant measurement input | 0 |
B Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrant measurement input | 1.18 |
B Warrant [Member] | Measurement Input, Expected Term [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected term (years) | 3 years 6 months |
B Warrant [Member] | Measurement Input, Option Volatility [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrant measurement input | 159.70 |
B Warrant [Member] | Measurement Input, Share Price [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Share price (U.S. dollars) | $ 0.025 |
B Warrant [Member] | Measurement Input, Exercise Price [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrant measurement input | 0.05 |
SCHEDULE OF FAIR VALUE OF DEBT
SCHEDULE OF FAIR VALUE OF DEBT (Details) $ in Thousands | Jun. 24, 2021 USD ($) |
Short-Term Debt [Line Items] | |
Total | $ 180 |
Conversion Component [Member] | |
Short-Term Debt [Line Items] | |
Total | 48 |
Warrants [Member] | |
Short-Term Debt [Line Items] | |
Total | 100 |
Convertible Notes [Member] | |
Short-Term Debt [Line Items] | |
Total | $ 32 |
EVENTS DURING THE PERIOD (Detai
EVENTS DURING THE PERIOD (Details Narrative) - USD ($) | 6 Months Ended | ||
Jan. 05, 2022 | Jun. 30, 2022 | Jun. 24, 2021 | |
Proceeds from Loans | $ 180,000 | ||
Maturity date | Jul. 31, 2023 | ||
Proceeds from Contributed Capital | $ 5,000,000 | ||
Stated Percentage | 9% | ||
Fair Value Adjustment of Warrants | $ 255,000 | ||
Convertible Deb | 75,000 | $ 154,000 | |
Convertible, beneficial conversion feature | $ 162,000 | ||
CL Agreement [Member] | |||
Exercise price of warrants or rights | $ 0.05 | ||
Debt principal and accrued interest | $ 1,700,000 | ||
Convertible, conversion price | $ 0.05 | ||
Scenario Two [Member] | |||
Proceeds from convertible loan | 5,000,000 | ||
Fair value of the convertible component | 7,000 | ||
Convertible Deb | 15,000 | ||
Scenario One [Member] | |||
Fair value of the convertible component | 41,000 | ||
Convertible Deb | $ 60,000 | ||
Series A Warrant [Member] | |||
Class of warrant or right, issued | 6,666,667 | ||
Warrant exercisable description | the Series A warrants are exercisable beginning July 5, 2022 through July 5, 2024 | ||
Series B Warrant [Member] | |||
Class of warrant or right, issued | 6,666,667 | ||
Warrant exercisable description | the Series B warrants are exercisable beginning July 5, 2022 through July 5, 2025 | ||
Exercise price of warrants or rights | $ 0.05 |
SCHEDULE OF TRANSACTIONS AND BA
SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Research and development expenses | $ 31 | $ 56 | |||
Related to convertible loan terms | (386) | 702 | (7) | 797 | |
Short-Term Investments | 16 | 16 | $ 15 | ||
Assets, Current | 186 | 186 | 349 | ||
Assets, Noncurrent | 683 | 683 | 706 | ||
Convertible Notes Payable, Noncurrent | 1,584 | 1,584 | 1,431 | ||
Current Assets [Member] | |||||
Short-Term Investments | 16 | 16 | 15 | ||
Assets, Current | 16 | 16 | 15 | ||
Current Liabilities [Member] | |||||
Convertible Notes Payable, Current | 1,431 | ||||
Accounts Payable, Current | 20 | 20 | 20 | ||
Workers' Compensation Liability, Current | 1,171 | 1,171 | 838 | ||
Assets, Noncurrent | 1,191 | 1,191 | 2,289 | ||
Non-Current Liabilities [Member] | |||||
Convertible Notes Payable, Noncurrent | 1,584 | 1,584 | |||
Research and Development Expense [Member] | |||||
Research and development expenses | 30 | 55 | |||
Research and Development Expense [Member] | Directors Compensation And Fees To Officers [Member] | |||||
Research and development expenses | 30 | 55 | |||
General and Administrative Expense [Member] | Directors Compensation And Fees To Officers [Member] | |||||
General and administrative expenses | 171 | 79 | 347 | 183 | |
General and Administrative Expense [Member] | Share Based Compensation [Member] | |||||
General and administrative expenses | 17 | 44 | |||
Financing Expenses [Member] | |||||
Related to convertible loan terms | $ (386) | $ 702 | $ (7) | $ 797 |
Schedule of Accelerated and Unv
Schedule of Accelerated and Unvested Options (Details) - USD ($) | Aug. 09, 2027 | Aug. 09, 2022 |
Mr David Kretzmer [Member] | Forecast [Member] | Cannovation Center Israel [Member] | ||
Subsequent Event [Line Items] | ||
Service fees | $ 2,000 | |
Mr David Kretzmer [Member] | Forecast [Member] | Minimum [Member] | ||
Subsequent Event [Line Items] | ||
Service fees | 7,000 | |
Mr David Kretzmer [Member] | Forecast [Member] | Maximum [Member] | ||
Subsequent Event [Line Items] | ||
Service fees | $ 1,500 | |
Subsequent Event [Member] | Ora Elharar Soffer (Chairperson,CEO) [Member] | ||
Subsequent Event [Line Items] | ||
Accelerated and unvested options | 47,128,400 | |
Subsequent Event [Member] | Ilanit Halperin (Director,CFO) [Member] | ||
Subsequent Event [Line Items] | ||
Accelerated and unvested options | 18,851,360 | |
Subsequent Event [Member] | Ben Ishay (Director) [Member] | ||
Subsequent Event [Line Items] | ||
Accelerated and unvested options | 18,851,360 | |
Subsequent Event [Member] | Doron Birger (Director) [Member] | ||
Subsequent Event [Line Items] | ||
Accelerated and unvested options | 2,356,420 | |
Subsequent Event [Member] | David Kretzmer [Member] | ||
Subsequent Event [Line Items] | ||
Accelerated and unvested options | 2,356,420 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Aug. 09, 2022 | Aug. 09, 2022 | Jul. 28, 2022 | Jul. 15, 2022 | Jan. 05, 2022 |
Subsequent Event [Line Items] | |||||
Proceeds from loans | $ 180,000 | ||||
Stated percentage | 9% | ||||
CL Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Warrants exercise price | $ 0.05 | ||||
Series B Warrant [Member] | |||||
Subsequent Event [Line Items] | |||||
Warrants exercise price | $ 0.05 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from loans | $ 100,000 | ||||
Stated percentage | 9% | ||||
Subsequent Event [Member] | 2018 Plan [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock shareholders plan | 180,000,000 | ||||
Proceeds from issuance of shares | $ 90,000,000 | ||||
Exercise price per share | $ 0.02 | ||||
Vesting period term | 3 years | ||||
Subsequent Event [Member] | Chief Executive Officer [Member] | |||||
Subsequent Event [Line Items] | |||||
Exercise price per share | $ 0.022 | ||||
Vesting period term | 5 years | ||||
Subsequent Event [Member] | Mutual Agreement [Member] | Consultant [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock shareholders plan | 600,000 | ||||
Subsequent Event [Member] | CL Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Warrants exercise price | $ 0.05 | $ 0.05 | |||
Convertible loans | $ 1,170,000 | $ 1,170,000 | |||
Issuance of warrants | 5,589,172 | 5,589,172 | |||
Subsequent Event [Member] | Series A Warrant [Member] | |||||
Subsequent Event [Line Items] | |||||
Class of warrant or right, outstanding | 8,333,333 | ||||
Subsequent Event [Member] | Series B Warrant [Member] | |||||
Subsequent Event [Line Items] | |||||
Class of warrant or right, outstanding | 8,333,333 | ||||
Warrants exercise price | $ 0.5 |