Cover
Cover | 9 Months Ended |
Sep. 30, 2022 | |
Cover [Abstract] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 1 |
Entity Registrant Name | CITRINE GLOBAL, CORP. |
Entity Central Index Key | 0001498067 |
Entity Primary SIC Number | 2833 |
Entity Tax Identification Number | 68-0080601 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 5 Golden Beach |
Entity Address, Address Line Two | Caesarea |
Entity Address, City or Town | 3088900 |
City Area Code | 972 |
Local Phone Number | 98851422 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | |||
Cash and cash equivalents | $ 179 | $ 270 | $ 206 |
Restricted cash | 8 | 10 | |
Prepaid share based payment to a service provider (Note 6) | 1,737 | ||
Trading securities (Note 8) | 522 | ||
Short-term loan measured at fair value (Note 8) | 165 | ||
Short-term loan granted to others | 17 | 15 | |
Prepaid expenses | 59 | 30 | 10 |
Other current assets | 21 | 24 | 9 |
Total current assets | 284 | 349 | 2,649 |
Non-current assets | |||
Investments valued under the measurement alternative | 450 | 450 | 450 |
Property and equipment, net | 229 | 256 | 6 |
Total non-current assets | 679 | 706 | 456 |
T o t a l assets | 963 | 1,055 | 3,105 |
Current liabilities | |||
Short term loan | 80 | ||
Accounts payable and accrued expenses | 213 | 226 | 172 |
Accrued compensation | 1,325 | 838 | 304 |
Fair value of a liability in connection with stock exchange agreement (Note 8) | 72 | ||
Convertible component in convertible notes (Note 5) | 381 | ||
Convertible notes (Note 5) | 773 | ||
Total current liabilities | 1,618 | 1,064 | 1,702 |
Non-current liability | |||
Convertible component in convertible notes | 138 | ||
Convertible notes | 1,704 | 1,431 | |
T o t a l liabilities | 3,460 | 2,495 | 1,702 |
Stockholders’ Deficit | |||
Common stock, par value $0.0001 per share, 1,500,000,000 shares authorized at September 30, 2022 and December 31, 2021; 943,703,873 and 942,568,006 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 94 | 94 | 94 |
Additional paid-in capital | 22,934 | 22,073 | 20,414 |
Stock to be issued | 30 | 44 | 30 |
Accumulated deficit | (25,668) | (23,757) | (19,241) |
Accumulated other comprehensive income | 113 | 106 | 106 |
T o t a l stockholders’ deficit | (2,497) | (1,440) | 1,403 |
T o t a l liabilities and stockholders’ deficit | $ 963 | $ 1,055 | $ 3,105 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued | 943,703,873 | 942,568,006 | 942,568,006 |
Common stock, shares outstanding | 943,703,873 | 942,568,006 | 942,568,006 |
Consolidated Statements of Oper
Consolidated Statements of Operation and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | ||||||
Income Statement [Abstract] | |||||||||||
Revenues | $ 12 | ||||||||||
Cost of revenues | (14) | ||||||||||
Gross loss | (2) | ||||||||||
Research and development expenses | $ (27) | $ (57) | $ (83) | $ (123) | (96) | (17) | |||||
Marketing, general and administrative expenses | (565) | (1,168) | (1,234) | (3,281) | (3,239) | (8,350) | |||||
Gain from deconsolidation of a subsidiary (Note 1) | 52 | ||||||||||
Operating loss | (592) | (1,225) | (1,317) | (3,404) | (3,335) | (8,317) | |||||
Financing expenses, net: | |||||||||||
Fair value adjustment of liability in connection with stock exchange agreement (Note 8) | (72) | ||||||||||
Change in fair value of trading securities (Note 8) | 7 | ||||||||||
Change in fair value of short-term loan measured at fair value (Note 8) | 20 | ||||||||||
Change in fair value of convertible component in convertible notes (Note 5) | (176) | (287) | |||||||||
Expenses related to convertible loan terms | (582) | (237) | (575) | (1,034) | (333) | ||||||
Loss from extinguishment in connection with convertible loan restructuring (Note 5) | (620) | ||||||||||
Other financing expenses, net | (2) | (87) | (19) | (70) | (52) | 10 | |||||
Financing expenses, net | (584) | (324) | (594) | (1,104) | (1,181) | (322) | |||||
Net loss attributable to common stockholders | $ (1,176) | $ (1,549) | $ (1,911) | $ (4,508) | $ (4,516) | $ (8,639) | |||||
Loss per common stock (basic and diluted) | [1] | [1] | [1] | [1] | $ 0 | [2] | $ (0.02) | ||||
Basic weighted average number of shares of common stock outstanding | 943,000,129 | 942,568,006 | 942,713,630 | 942,568,006 | 942,568,006 | 476,622,892 | |||||
Comprehensive loss: | |||||||||||
Net loss | $ (1,176) | $ (1,549) | $ (1,911) | $ (4,508) | $ (4,516) | $ (8,639) | |||||
Other comprehensive income attributable to foreign currency translation | 6 | 8 | (10) | ||||||||
Comprehensive loss | $ (1,170) | $ (1,549) | $ (1,903) | $ (4,508) | $ (4,516) | $ (8,649) | |||||
[1]Represents an amount less than $0.01 per common stock.[2]Less than $0.01 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity (Deficit) - USD ($) $ 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 at Dec. 31, 2019 | $ 300 | $ 4 | $ 10,042 | $ 30 | $ (10,602) | $ 116 | $ (410) | ||
Beginning balance, shares at Dec. 31, 2019 | 10,344,828 | 35,449,400 | |||||||
Conversion Preferred Stock to Common Stock | $ (300) | $ 1 | 299 | 300 | |||||
Conversion Preferred Stock to Common Stock, shares | (10,344,828) | 10,344,828 | |||||||
Issuance of shares | $ 86 | 91 | 177 | ||||||
Issuance of shares, shares | 864,997,122 | ||||||||
Issuance of shares to services providers | $ 3 | 9,155 | 9,158 | ||||||
Issuance of shares to services providers, shares | 29,633,186 | ||||||||
Waiver of fee by related party | 11 | 11 | |||||||
Warrants issued in connection with convertible notes | 302 | 302 | |||||||
Issuance of Common Stock in exchange investment in marketable securities | 514 | 514 | |||||||
Issuance of Common Stock in exchange investment in marketable securities, shares | 2,143,470 | ||||||||
Other comprehensive income | (10) | (10) | |||||||
Net loss for the period | (8,639) | (8,639) | |||||||
Ending balance at Dec. 31, 2020 | $ 94 | 20,414 | 30 | (19,241) | 106 | 1,403 | |||
Ending balance, shares at Dec. 31, 2020 | 942,568,006 | ||||||||
Net loss for the period | (2,100) | (2,100) | |||||||
Ending balance at Mar. 31, 2021 | $ 94 | 20,414 | 30 | (21,341) | 106 | (697) | |||
Ending balance, shares at Mar. 31, 2021 | 942,568,006 | ||||||||
Beginning balance 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 | (4,508) | ||||||||
Ending balance at Sep. 30, 2021 | $ 94 | 21,577 | 44 | (23,749) | 106 | (1,928) | |||
Ending balance, shares at Sep. 30, 2021 | 942,568,006 | ||||||||
Beginning balance at Dec. 31, 2020 | $ 94 | 20,414 | 30 | (19,241) | 106 | 1,403 | |||
Beginning balance, shares at Dec. 31, 2020 | 942,568,006 | ||||||||
Modification of warrants in connection with convertible loan restructuring | 361 | 361 | |||||||
Warrants issued in connection with convertible notes | 172 | 172 | |||||||
Classification of embedded conversion feature from liability to equity | 670 | 670 | |||||||
Commitment for issuance of fixed number of ordinary shares | 14 | 14 | |||||||
Share based compensation | 456 | 456 | |||||||
Net loss for the period | (4,516) | (4,516) | |||||||
Ending balance at Dec. 31, 2021 | $ 94 | 22,073 | 44 | (23,757) | 106 | (1,440) | |||
Ending balance, shares at Dec. 31, 2021 | 942,568,006 | ||||||||
Beginning balance at Mar. 31, 2021 | $ 94 | 20,414 | 30 | (21,341) | 106 | (697) | |||
Beginning balance, shares at Mar. 31, 2021 | 942,568,006 | ||||||||
Modification of warrants in connection with convertible loan restructuring | 361 | 361 | |||||||
Warrants issued in connection with convertible notes | 132 | 132 | |||||||
Net loss for the period | (859) | (859) | |||||||
Ending balance at Jun. 30, 2021 | $ 94 | 20,907 | 30 | (22,200) | 106 | (1,063) | |||
Ending balance, shares at Jun. 30, 2021 | 942,568,006 | ||||||||
Classification of embedded conversion feature from liability to equity | 670 | 670 | |||||||
Commitment for issuance of fixed number of ordinary shares | 14 | 14 | |||||||
Net loss for the period | (1,549) | (1,549) | |||||||
Ending balance at Sep. 30, 2021 | $ 94 | 21,577 | 44 | (23,749) | 106 | (1,928) | |||
Ending balance, shares at Sep. 30, 2021 | 942,568,006 | ||||||||
Beginning balance 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) | |||||||
Other comprehensive income | 6 | 6 | |||||||
Share based compensation | 32 | 32 | |||||||
Net loss for the period | (729) | (729) | |||||||
Warrants issued in connection with convertible notes | 100 | 100 | |||||||
Ending balance 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 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 | (1,911) | ||||||||
Ending balance at Sep. 30, 2022 | $ 94 | 22,934 | 30 | (25,668) | 113 | (2,497) | |||
Ending balance, shares at Sep. 30, 2022 | 943,703,873 | ||||||||
Beginning balance at Mar. 31, 2022 | $ 94 | 22,043 | 44 | (24,486) | 112 | (2,193) | |||
Beginning balance, shares at Mar. 31, 2022 | 942,568,006 | ||||||||
Other comprehensive income | (5) | (5) | |||||||
Share based compensation | 35 | 35 | |||||||
Net loss for the period | (6) | (6) | |||||||
Ending balance at Jun. 30, 2022 | $ 94 | 22,078 | 44 | (24,492) | 107 | (2,169) | |||
Ending balance, shares at Jun. 30, 2022 | 942,568,006 | ||||||||
Issuance of shares | [1] | 14 | (14) | ||||||
Issuance of shares, shares | 535,867 | ||||||||
Issuance of shares to services providers | [1] | [1] | |||||||
Issuance of shares to services providers, shares | 600,000 | ||||||||
Modification of warrants in connection with convertible loan restructuring | 354 | 354 | |||||||
Warrants issued in connection with convertible notes | 98 | 98 | |||||||
Other comprehensive income | 6 | 6 | |||||||
Share based compensation | 335 | 335 | |||||||
Net loss for the period | (1) | (1,176) | |||||||
Warrants issued in connection with convertible notes | 55 | 55 | |||||||
Ending balance at Sep. 30, 2022 | $ 94 | $ 22,934 | $ 30 | $ (25,668) | $ 113 | $ (2,497) | |||
Ending balance, shares at Sep. 30, 2022 | 943,703,873 | ||||||||
[1]Represents an amount less than $1,000. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net loss | $ (1,911) | $ (4,508) | $ (4,516) | $ (8,639) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 2 | 7 | ||
Finance expenses, net | 5 | (20) | 2 | |
Financial expenses with respect to convertible notes and loans | 575 | 1,034 | ||
Change in fair value of convertible component in convertible notes | 176 | 287 | ||
Expenses related to convertible loan terms | 333 | |||
Interest and change in fair value of short-term loan measured at fair value | 1 | (20) | ||
Inventory subject to refund | 1 | |||
Loss from extinguishment in connection with convertible loan restructuring (Note 5) | 620 | |||
Share based payment | 402 | 456 | ||
Changes in fair value of marketable securities | 37 | 133 | (7) | |
Gain from deconsolidation of a subsidiary (Note 1) | (52) | |||
Share based payment to a service provider | 7,422 | |||
Fair value adjustment of liability in connection with stock exchange agreement | (57) | (58) | 72 | |
Management fee waiver by a related party | 11 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (6) | |||
Prepaid share based payment to a service provider | 1,736 | 1,737 | ||
Net changes in operating leases | (1) | |||
Related parties | (11) | |||
Prepaid and other current assets | (26) | (71) | (35) | (22) |
Inventory | 7 | |||
Accounts payable and accrued expenses | 511 | 438 | 589 | 258 |
Deferred revenue | (5) | |||
Net cash used in operating activities | (442) | (422) | (582) | (696) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Purchase of property and equipment | (4) | (252) | (6) | |
Net cash outflow from deconsolidation of a subsidiary (Appendix A) | (14) | |||
Investment valued under the measurement alternative (Note 3) | (450) | |||
Grant of short-term loan (Note 8) | (15) | (145) | ||
Proceeds from sale of trading securities | 164 | 389 | ||
Repayments of short-term loan granted to others | 389 | 164 | ||
Net cash provided by (used in) investing activities | (4) | 553 | 286 | (615) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Proceeds from related parties’ loans | 154 | |||
Proceeds from issuance of Common Stock | 177 | |||
Proceeds from the issuance of convertible notes and warrants | 350 | 1,170 | ||
Proceeds from issuance of convertible notes | 280 | 350 | ||
Net cash provided by financing activities | 360 | 350 | 350 | 1,501 |
Effect of exchange rates on cash and cash equivalents | (7) | (3) | 20 | (2) |
Net increase (decrease) in cash and cash equivalents | (93) | 478 | 74 | 188 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD | 280 | 206 | 206 | 18 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | 187 | 684 | 280 | 206 |
Non-cash transactions: | ||||
Conversion Preferred Stock to Common Stock | 300 | |||
Exchange of common stock for investment in trade securities | 514 | |||
Classification of embedded conversion feature from liability to equity | 670 | 670 | ||
Commitment for issuance of fixed number of ordinary shares | 14 | |||
Fair value of convertible component in convertible loan | (48) | |||
Warrants issued in connection with convertible notes | (155) | |||
Extinguishment of convertible notes | (162) | |||
Appendix A – Net cash outflow from deconsolidation of a subsidiary | ||||
Working capital (excluding cash and cash equivalents), net | (217) | |||
Long term assets | 156 | |||
Long term liabilities | (5) | |||
Gain from deconsolidation of a subsidiary | $ 52 | |||
Depreciation and amortization | 2 | 1 | ||
Share based payment to a service provider | 872 | |||
Loss from sale of marketable securities | 96 | |||
Proceeds from short term loan | 80 | |||
Interest | $ 14 |
GENERAL
GENERAL | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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 November 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”) 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 On June 10, 2022, certain of the Company’s stockholders representing more than 50 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 and on November 14, 2022 Citrine S A L Investment & Holding Ltd. further extended the support through June 30, 2024. On August 14, 2022, Citrine S A L Investment & Holding Ltd. further extended this support through June 30, 2024. 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 September 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) | 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.” Stock Purchase Agreement On January 6, 2020, the Company’s predecessor company, TechCare Corp., a Delaware corporation (“TechCare”), and Citrine S A L Investment & Holdings Ltd., an Israeli corporation and a major shareholder of the Company (“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 S A L Group Agreement, TechCare agreed to sell Citrine S A L Group and its group of business partners, up to an aggregate of 893,699,276 shares of TechCare’s common stock, representing approximately 95 % of TechCare’s fully diluted capital, in two tranches, with the initial tranche of up to 452,063,196 shares of the TechCare’s common stock to be sold conditioned upon (i) the resignation of the Company’s existing members of its board of directors (the “Board”), consisting of Oren Traistman and Yossef De-Levy, (ii) the appointment of each of Ora Elharar Soffer (formerly Ora Meir Soffer), Ilan Ben-Ishay and Ilanit Halperin as members of the Board, and (iii) the transfer of the TechCare’s signatory rights to all Company bank accounts in the name of Citrine S A L Group’s nominee. In addition, the AR Citrine S A L Group Agreement provides for the second tranche of up to the remaining number of shares of common stock that will result in Citrine S A L Group, owning 95 % of the TechCare’s fully diluted capital stock, to be sold conditioned upon the filing of the Company’s previously approved amendment to its First Amended and Restated Certificate of Incorporation to increase the Company’s authorized capital. On January 6, 2020, definitive agreements were executed for the sale of 90 The following table summarizes the assets and liabilities of Novomic as of the deconsolidation date: SUMMARY OF DECONSOLIDATION OF A SUBSIDIARY U.S. Dollars in thousands Cash and cash equivalents 14 Working capital (excluding cash and cash equivalents), net (deficit) (217 ) Long term assets 156 Long term liabilities (5 ) Total value of a subsidiary (52 ) Amounts received - Gain from deconsolidation of a subsidiary $ 52 Commencement of new operations On June 3, 2020 the Company established a wholly owned new Israeli subsidiary: CTGL – Citrine Global Israel Ltd, (the “Israeli Subsidiary”). CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – GENERAL (cont’d) 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 ,the Green Vision Center an Operational Innovation Center focuses on 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. The Company’s Board of Directors approved the Israeli Subsidiary to proceed with preparations for entering into an agreement to incorporate a new company, named Cannovation Center Israel Ltd. (“Cannovation”), with Beezz Home Technologies Ltd.and Golden Holdings Neto Ltd., and to accept limitations on the Israeli Subsidiary’s rights in the Cannovation Center if and as mandated under Israeli regulations on the involvement of foreign entities. On August 4, 2020, the Board of the Company approved for the Company and its Israeli Subsidiary to proceed with preparations for investing in iBOT Israel Botanicals Ltd., an Israeli nutritional supplements’ company developing and manufacturing botanical formulas and nutritional supplements for custom & contract manufacturing for leading botanical companies (“iBOT”). iBOT has a manufacturing facility for a wide range of botanical formulations. iBOT’s manufacturing facility is approved by the Israeli Ministry of Health and is GMP-certified, ISO9001-certified and HACCP certified by IQC. The principal shareholders and control persons of iBOT are the Company’s Chief Executive Officer and a Company director. On August 4, 2020, our Board of Directors approved for the Company and Citrine Global Israel to proceed with preparations for investing in iBOT. On August 9, 2021, through our 60 50 thousands 15 thousands 12 lower 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 Center Israel Ltd. Israeli Subsidiary holds 60 % of Cannovation’s shares, while each of Beezz Home Technologies Ltd. and Golden Holdings Neto Ltd. holds 20% of its shares. See note 4 for additional information. CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – GENERAL (cont’d) Stock split On November 22, 2020, certain of the Company’s stockholders representing more than 50 50,000,000 1,550,000,000 1,500,000,000 Financial support from shareholders The Company has not yet to generate revenues and is dependent on raising funds from its current shareholders or from other sources. On April 13, 2021, Citrine S A L, on behalf of itself and its affiliates and related parties, has furnished the Company with an irrevocable letter of obligation to financially support the Company until June 30, 2022. On March 17, 2022, Citrine S A L Investment & Holding Ltd. extended this support through June 30, 2023. The Company has no significant firm commitments that require it to remit cash, and can control the level of expenses it incurs. Based on the Company’s current cash balances, and the irrevocable letter of obligation from Citrine S A L noted above, the Company believes it has sufficient funds for its plans for the next twelve months from the issuance of these financial statements. As the Company is embarking on its new activity as detailed herein, it is incurring losses. It cannot determine with reasonable certainty when and if it will have sustainable profits. Patent application On October 20, 2021, the Provisional Patent Application No: 63/257,673 for “PHARMACEUTICAL COMPOSITIONS AND METHODS FOR THE TREATMENT OF SIDE-EFFECTS ASSOCIATED WITH THE USE OF CANNABIS, CANNABINOIDS AND RELATED PRODUCTS” was registered at the US Patent and Trademark Office. The patent application describes certain side effects of cannabis use, the needs, technologies, and solutions to support medical cannabis patients who experience side effects related to their cannabis treatment. COVID-19 On March 11, 2020, the World Health Organization declared the outbreak of a novel coronavirus (SARS-CoV-2) to be a global pandemic (COVID-19), which continues to spread throughout the world. The COVID-19 pandemic is having significant effects on global markets, supply chains, businesses, and communities. Specifically with respect to the Company, COVID-19 may impact various parts of its 2022 plans, operations and financial results, including but not limited to difficulties in obtaining additional financing. The Company considered the impact of COVID-19 on the estimates and assumptions and determined that there were no material adverse impacts on the consolidated financial statements for the period ended December 31, 2021 and 2020. CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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 nine months ended September 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 September 30, 2022 Level 1 Level 2 Level 3 Total US$ in thousands Liabilities: Fair value of convertible component in convertible notes - - 138 138 Total liabilities - - 138 138 The following table presents the changes in fair value of the level 3 liabilities for the period ended September 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 Outstanding Beginning 82 Initial recognition of convertible component as part of convertible notes issued 55 Changes in fair value 1 Outstanding at September 30, 2022 138 Outstanding Ending 138 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 adoption of this new standard did not have a material impact on the consolidated financial statements. In May 2021, the FASB issued ASU 2021-04—Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, which clarifies and reduces diversity in accounting for modifications or exchanges of freestanding equity-written call options that remain equity classified after modifications or exchanges based on the substance of the transactions. The amendments in this ASU are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Other new pronouncements issued but not effective as of September 30, 2022 are not expected to have a material impact on the Company’s consolidated financial statements. | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION The financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Principles of Consolidation The accompanying consolidated financial statements include the accounts of Citrine Global and its Israeli Subsidiaries, CTGL - Citrine Global Israel Ltd and Cannovation. All significant intercompany balances and transactions have been eliminated in consolidation. 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 share-based compensation and fair value measurements of the convertible notes. Actual results could differ from those estimates. Functional Currency and Foreign Currency Translation and Transactions. Effective May 14, 2020, the Company adopted the U.S. dollar as its functional currency. Prior to May 14, 2020, the functional currency of the Company was the New Israeli Shekel (“NIS”). The change in functional currency of the Company is due to the increased exposure to the U.S. dollar as a result of Sale of the Novomic as described in Note 1 above. Therefore, the currency of the primary economic environment in which the operations of the Company and its subsidiaries are conducted is the U.S. dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net loss for the year. CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont.) Cash, cash equivalents and restricted cash Cash equivalents are short-term highly liquid investments which include short term bank deposits (up to three months from date of deposit), that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the date acquired. Restricted cash as of December 31,2021 included a $ 10 thousands collateral account for the Company’s rent agreement and is classified in current assets. Property, plant and equipment, net 1. Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. When an asset is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in the Statements of Operations and Comprehensive Loss. 2. Rates of depreciation: SCHEDULE OF RATE OF DEPRECIATION OF PROPERTY PLANT AND EQUIPMENT % Computers and office equipment 7 33 Land - Trading securities and short-term loan measured at fair value The Company accounts for its investments in trade securities in accordance with Accounting Standards “ASC”) No. 321, “Investments— Equity Securities.” The Company determines the appropriate classification of its investments in trading securities at the time of purchase and re-evaluates the fair value at each balance sheet date. As of December 31, 2020, all of the Company’s investments in trading securities are classified as held for trade (see also Note 8). Therefore, the Company’s trading securities are recorded at fair value on the balance sheet as well as the short-term loan measured at fair value according to the company’s election. Changes in fair value of trading securities and short-term loan are recorded in financing income (expenses), net in the consolidated statement of operations. The balance of the investments in trading securities as of December 31, 2021 is zero . CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont.) Investments valued under the measurement alternative The Company’s investments as described in Notes 3 and 1 are valued under the measurement alternative include equity securities in other proprietary investments for which the Company does not have significant influence and fair value is not readily determinable. Accounting Standard Update (“ASU”) 2016-01 requires equity securities to be recorded at cost and adjusted to fair value at each reporting period. However, the guidance allows for a measurement alternative, which is to record investments at cost, less impairment, if any, and subsequently adjust for observable price changes of identical or similar investments of the same issuer. Due to the lack of readily determinable fair values for such investments, for which the Company does not have significant influence, the Company accounts for these investments under the measurement alternative at cost, less impairment. The Company performs qualitative impairment assessments on its investments recorded under the measurement alternative. Impairment of long-lived assets The Group’s long-lived assets are reviewed for impairment in accordance with ASC Topic 360, “Property, Plant and Equipment”, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. No indicators of impairment have been identified as of December 31, 2020 and 2021. Derivatives Derivative instruments are recognized on the balance sheet at their fair value, with changes in the fair value recognized as a component of financial expenses, net in the statements of operation. Once determined, derivative liabilities and assets are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. Deferred income taxes The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes”. Accordingly, deferred income taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial accounting and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are computed using the enacted tax rates expected to be in effect when these differences reverse. Valuation allowances in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized. The Company accounts for uncertain tax positions in accordance with ASC Topic 740-10, which prescribes detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements. According to ASC Topic 740-10, tax positions must meet a more-likely-than-not recognition threshold. The Company’s accounting policy is to classify interest and penalties relating to uncertain tax positions under income taxes, however the Company did not recognize such items in its fiscal 2021 and 2020 financial statements and did not recognize any liability with respect to an unrecognized tax position in its balance sheets. CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont.) Research and development expenses Research and development expenses are charged to operations as incurred. Basic and diluted loss per ordinary share Basic loss per share of Common Stock is computed by dividing the loss for the period applicable to holders of shares of Common Stock, by the weighted average number of shares of Common Stock outstanding during the period. Securities that may participate in dividends with the shares of Common Stock (such as the convertible Preferred Stock) are considered in the computation of basic loss per share under the two-class method. However, in periods of net loss, only the convertible Preferred Stock are considered, since such shares have a contractual obligation to share in the losses of the Company. In computing diluted loss per share, basic loss per share is adjusted to reflect the potential dilution that could occur upon the exercise of potential shares. Accordingly, in periods of net loss, no potential shares are considered. Stock-based compensation The Company measures and recognizes the compensation expense for all equity-based payments based on their estimated fair values in accordance with ASC 718, “Compensation-Stock Compensation”. Share-based payments including grants of stock options are recognized in the statement of operation as an operating expense based on the fair value of the award at the date of grant. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model. The Company has expensed compensation costs, net of estimated forfeitures, applying the accelerated vesting method, over the requisite service period or over the implicit service period. CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont.) Fair value Fair value of certain of the Company’s financial instruments including cash, accounts receivable, accounts payable, accrued expenses, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosure,” which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. Fair value, as defined by ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk. Valuation techniques are generally classified into three categories: (i) the market approach; (ii) the income approach; and (iii) the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: 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. CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont.) As of December 31, 2021, there are no financial assets or financial liabilities that are measured at fair value on a recurring basis. The Company’s financial assets and liabilities as of December 31, 2020 that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows: SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS Level 1 Level 2 Level 3 Total Balance as of December 31, 2020 Level 1 Level 2 Level 3 Total U.S. Dollars in thousands Trading securities (Note 8) - 522 - 522 Short-term loan measured at fair value (Note 8) - - 165 165 Total assets - 522 165 687 Liabilities: Fair value of convertible component in convertible notes (Note 5) - - 381 381 Fair Value of forward option (Note 8) - - 72 72 Total liabilities - - 453 453 The following table presents the changes in fair value of the level 3 liabilities for the year ended December 31, 2021: SCHEDULE OF CHANGES IN FAIR VALUE OF LIABILITIES Changes in Fair value U.S. Dollars in thousands Assets: Outstanding at January 1, 2020 - Fair value of issued level 3 assets 145 Changes in fair value 20 Outstanding at January 1, 2021 165 Assets, Outstanding balance 165 Proceeds from repayment of short term loan (164 ) Interest and change in fair value of short-term loan measured at fair value (1 ) Outstanding at December 31, 2021 - Assets, Outstanding balance - Liabilities: Outstanding at January 1, 2020 - Fair value of issued level 3 liability 351 Initial recognition of equity component as part of modification in note terms Initial recognition of convertible component as part of convertible notes issued Changes in fair value 102 Outstanding at January 1, 2021 453 Outstanding balance 453 Fair value of convertible component in additional convertible notes issued during the period 116 Classification of embedded conversion feature from liability to equity (670 ) Commitment for issuance of fixed number of ordinary shares (14 ) Changes in fair value 115 Outstanding at December 31, 2021 - Outstanding balance - CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont.) Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents as well as certain other current assets that do not amount to a significant amount. Cash and cash equivalents, which are primarily held in Dollars and New Israeli Shekels, are deposited with major banks in Israel and United States. Management believes that such financial institutions are financially sound and, accordingly, minimal credit risk exists with respect to these financial instruments. The Company does not have any significant off-balance-sheet concentration of credit risk, such as foreign exchange contracts, option contracts or other foreign hedging arrangements. Contingencies The Company records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred. Recent Accounting Pronouncements Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity s Own Equity. ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and(2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for public companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of ASU 2020-06 will have on the Company’s consolidated financial statement presentation or disclosures. Other new pronouncements issued but not effective as of December 31, 2021 are not expected to have a material impact on the Company’s consolidated financial statements. CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF RESENTATION (cont.) Reclassification Certain prior year figures have been reclassified to conform to be current year presentation. |
INVESTMENT VALUED UNDER THE MEA
INVESTMENT VALUED UNDER THE MEASUREMENT ALTERNATIVE | 12 Months Ended |
Dec. 31, 2021 | |
Investment Valued Under Measurement Alternative | |
INVESTMENT VALUED UNDER THE MEASUREMENT ALTERNATIVE | NOTE 3 - INVESTMENT VALUED UNDER THE MEASUREMENT ALTERNATIVE On June 22, 2020, the Company entered into a share purchase agreement with Nanomedic Technologies Ltd., an Israeli private company and a related party as further described below (“Nanomedic”) as part of an A-1 funding round open only to existing Nanomedic shareholders and their affiliates. Nanomedic developed SpinCare™, a system that integrates electrospinning technology into a portable, bedside device, offering immediate wound and burn care treatment. The Company paid $ 450 3.3 2.2 The Company accounts for the investment in Nanomedic in accordance with the provisions of ASC 321, “Investments - Equity Securities”, and elected to use the measurement alternative therein. The investment will be re-measured upon future observable price change(s) in orderly transaction(s) or upon impairment, if any. CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 4 - PROPERTY AND EQUIPMENT, NET SCHEDULE OF PROPERTY PLANT AND EQUIPMENT 2021 2020 December 31, 2021 2020 U.S. Dollars in thousands Computers and office equipment 10 6 Land 248 - Property and equipment, gross 258 6 Less - accumulated depreciation (2 ) - (* ) Total property and equipment, net 256 6 In the years ended December 31, 2021 and 2020, depreciation was US$ 2 1 1. On July 13, 2021, the Ministry of Economy of the Israeli government recommended to the Israel Land Authority (“ILA”) that it approve a grant of 11,687 square meters of industrial parcel of land in Yeruham, Israel (the “Land”) for Cannovation to build the Cannovation Center, at a subsidized price and exempt from a tender procedures typically required under Israeli law, to include factories, laboratories, logistics and a distribution center for the medical cannabis, and botanicals industries. As noted, Citrine Global owns 60% of the share capital of Cannovation, through the Israeli Subsidiary. The grant was initially awarded on December 30, 2020 for 10,000 square meters of industrial land in Yeruham, Israel and was increased to 11,687 square meters on July 13, 2021. Cannovation is in process of receiving the required building permits and approvals to start the construction and is in process with several financing entities in the area of real-estate financing. During December 2021, Cannovation remitted to the Israeli Ministry of the Economy and the ILA the aggregate amount of 688 thousand NIS ($ 221 thousands on the date of payment) to obtain the rights to the Land. The discounted amount paid is part of the grant by the Israeli government under government programs to encourage industrial development in Southern Israel. The amount remitted represents the sum total amount that Cannovation is required to pay as the purchase price for the Land. In addition, the Israeli Ministry of Economy is also expected to cover approximately 30% of the building and equipment expenses. Cannovation is also expected to benefit from a reduced corporate tax rate which is intended to encourage industrial development in Southern Israel. Under the Agreement, Cannovation committed to build and develop the Green Vision Center in accordance with the time frames, terms and conditions of the Agreement. Typically, the initial time frame for completing the development is four (4) years, subject to extensions that the ILA may approve. Upon completion of the development within the time frames and other requirements specified in the Agreement, Cannovation will be entitled, subject to Israeli law, to long term lease agreement (49 years) to the Land (equivalent to ownership rights as most of the land in Israel is government owned and when marketed usually the developers are granted with development/long lease rights). The Company has also classified $ 27 thousands of related expenses to land costs. See also note 12B. CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTE 5 – CONVERTIBLE NOTES A. On April 1, 2020 the Company entered into a Convertible Note Purchase Agreement (the “CL Agreement”) with Citrine S A L , WealthStone Private Equity Ltd, WealthStone Holdings Ltd, Golden Holdings Neto Ltd, Beezz Home Technologies Ltd, Citrine Biotech 5 LP, Citrine High Tech 6 LP, Citrine High Tech 7 LP, Citrine 8 LP, Citrine 9 LP and Citrine Biotech 10 LP (together, the “Buyer”), all of which are affiliated with the Company. Under the CL Agreement, the Buyer agreed to purchase and the Company agreed to issue and sell, for up to an aggregate principal amount of up to $ 1,800 thousand, notes convertible into shares of Common Stock of the Company (the “Notes”), with a drawdown period starting on April 1, 2020 and ending upon the earlier of (i) 6 months thereafter and (ii) the consummation of a public offering by the Company. The CL Agreement provides that the Notes will bear an annual interest rate of six percent ( 6 %) and that the conversion price per share of Common Stock shall equal 85 % multiplied by the market price (as defined in the Notes), representing a discount of 15 %, and that each Note will mature 18 months following the payment date. On April 19, 2020 and June 12, 2020, the Company provided draw down notices under the CL Agreement for amounts of $ 170 1 On June 12, 2020, the CL Agreement was amended (hereafter “Amendment”) to provide that for each draw down made by the Company under the CL Agreement, the Buyer shall be entitled to receive two types of warrants: A warrants and B warrants, with the A warrants exercisable at any time between 6 and 12 months after issuance for an exercise price per share equal to 1.25 times the average of the closing prices of the 3 trading days preceding the draw down, and the B warrants exercisable at any time between 6 and 24 months after issuance for an exercise price per share equal to 1.5 times the average of the closing prices of the 5 trading days preceding the draw down, and that the number of each of the A warrants and the B warrants issued will be equal to the draw down amount divided by the average of the closing prices of the 3 trading days preceding the draw down, and that these amended terms will apply in respect of all draw downs, including drawdowns made prior to the date of the amendment. Conversion feature In accordance with ASC 815-15-25 the conversion feature was considered an embedded derivative instrument, and is to be recorded at its fair value separately from the convertible notes, within current liabilities in the Company’s balance sheet. The conversion component is then marked to market at each reporting period with the resulting gains or losses shown in the statements of operations. CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 – CONVERTIBLE NOTES The fair value of the conversion feature (hereafter “Convertible Component”) was estimated using the Monte Carlo Simulation Model to compute the Convertible Component’s fair value. The assumptions used to perform the Monte-Carlo simulation model were consistent with those utilized in the Company’s Black-Scholes valuation for stock options are detailed below: SCHEDULE OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS June 12, 2020 December 31, 2020 Expected volatility (%) 65.69 % 164.43 % Risk-free interest rate (%) 0.18 % 0.1 % Expected dividend yield 0.0 % 0.0 % Contractual term (years) 1.5 0.95 Conversion price - (*) - (*) Underlying share price (U.S. dollars) 0.21 0.045 Convertible notes amount 1,275 1,275 Fair value of the conversion feature (U.S. dollars in thousands) 285 381 (*) the conversion price is 85 Warrants As mentioned above, as part of the Amendment, the Company issued to the Buyer 5,589,172 A warrants and 5,589,172 B warrants to purchase a total of 11,178,344 shares of Common Stock of the Company. The fair value of such warrants as of the drawdowns dates was estimated at $ 301,665 The following are the data and assumptions used: SUMMARY OF WARRANTS Warrants A Common Stock price 0.21 Expected volatility 65.31 % Expected term 1 Risk free rate 0.17 % Expected dividend yield 0 % Warrants B Common Stock price 0.21 Expected volatility 68.73 % Expected term 2 Risk free rate 0.19 % Expected dividend yield 0 % Convertible Notes The drawdowns notice amount, net of the Conversion Component and the warrants amounts (hereafter “Convertible notes”), is $ 580 CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 – CONVERTIBLE NOTES On April 12, 2021, the parties to the Convertible Note Purchase Agreement (the “CL Agreement”) amended the CL Agreement to (i) change the annual interest on the Notes to nine percent (9%), applicable from January 1, 2021, (ii) ensure that the Company shall repay the loans at the time it consummates an investment in the amount of at least $ 5 million in the Company’s securities, and (iii) modify the exercise prices of each of the A Warrants and B Warrants to $ 0.10 per share, and the term of the A Warrants and B Warrants be extended by one year. The Company concluded that the change in term does not constitute a trouble debt restructuring. Thereafter, the Company applied the guidance in ASC 470-50, Modifications and Extinguishments. The accounting treatment is determined by whether terms of the new debt and original debt are substantially different. The new debt and the old debt are considered “substantially different” pursuant to ASC 470-50 when the present value of the cash flows under the terms of the new debt instrument is at least 10% different from the present value of the remaining cash flows under the terms of the original instrument (including the incremental fair value resulting from the change in the terms of the warrants held by the lender). If the original and new debt instruments are substantially different, the original debt is derecognized and the new debt should be initially recorded at fair value, with the difference recognized as an extinguishment gain or loss. Based on the analysis, the Company concluded that the change in terms should be accounted for as an extinguishment. The extinguishment resulted in a loss of $ 620 thousands (including of $ 361 thousands – change in the fair value of the warrants which is considered transaction cost). The fair value of the warrants was estimated using the Black-Scholes option pricing model. The assumptions used to perform the calculations are detailed below: Fair value of the warrants immediately before the change: SCHEDULE OF FAIR VALUE OF WARRANT USING ASSUMPTIONS Fair value of the warrants A Warrant B Warrant Expected volatility (%) 150.5 % 158.7 % Risk-free interest rate (%) 0.04 % 0.08 % Expected dividend yield 0.0 % 0.0 % Contractual term (years) 0.18 1.18 Conversion price 0.26 0.31 Underlying share price (U.S. dollars) 0.07 0.07 Fair value (U.S. dollars in thousands) 3 121 Fair value of the warrants immediately after the change: Fair value of the warrants A Warrant B Warrant Expected volatility (%) 158.7 % 158.7 % Risk-free interest rate (%) 0.08 % 0.22 % Expected dividend yield 0.0 % 0.0 % Contractual term (years) 1.18 2.18 Conversion price 0.1 0.1 Underlying share price (U.S. dollars) 0.07 0.07 Fair value (U.S. dollars in thousands) 211 274 CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 – CONVERTIBLE NOTES B. On June 24, 2021, the Company received from Citrine 8 LP, a related party, a convertible loan of $ 350 thousands made under and pursuant to the CL Agreement. Citrine agreed to honor a Draw Down Notice for, and advanced to the Company, $ 350 thousands, under the terms of the CL Agreement. As provided for under the terms of the CL Agreement, Citrine 8 LP was also issued 10,500,105 A warrants and 10,500,105 B warrants for shares of common stock, where the A warrants are 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 (the “June 24 Agreement”). Convertible Component of the Loan The fair value of the conversion feature (hereafter “Convertible Component”) was estimated using the Monte Carlo Simulation Model to compute the Convertible Component’s fair value. The assumptions used to perform the Monte-Carlo simulation model on June 24, 2021 were consistent with those utilized in the Company’s Black-Scholes valuation for stock options are detailed below: SCHEDULE OF FAIR VALUE OF OPTION USING ASSUMPTIONS June 24, 2021 Expected volatility (%) 156.8 % Risk-free interest rate (%) 0.17 % Expected dividend yield 0.0 % Contractual term (years) 1.5 Conversion price - Underlying share price (US dollars) 0.03 Convertible notes amount 397 Fair value of the conversion feature (US dollars in thousands) 117 (*) the conversion price is 85% of the share price, during the period of 5 days preceding the conversion date. Warrants The fair value of such warrants granted as part of the June 24 agreement was estimated at $ 404 thousands using the Black-Scholes option-pricing model and recorded as additional paid-in capital on the balance sheet. The assumptions used to perform the calculations are detailed below: SCHEDULE OF FAIR VALUE OF WARRANT USING ASSUMPTIONS A Warrant B Warrant Expected volatility (%) 156.8 % 156.8 % Risk-free interest rate (%) 0.37 % 0.59 % Expected dividend yield 0.0 % 0.0 % Contractual term (years) 2.5 3.5 Conversion price 0.1 0.1 Underlying share price (U.S. dollars) 0.03 0.03 Fair value (U.S. dollars in thousands) 184 220 CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars in thousands) NOTE 5 – CONVERTIBLE NOTES Fair Value Proportional Allocation for the June 24 Loan The fair value of the note was estimated at $ 308 thousands . The note is accounted for according to the effective interest method. Based on the above, the fair value proportion allocation as of June 24, 2021 was as follows: SCHEDULE OF FAIR VALUE OF DEBT June 24, 2021 (US dollars in thousands) Conversion Component $ 117 Warrants 172 Convertible Notes 61 Total $ 350 C. On August 13, 2021, the Company and the holders of $ 1,520 (i) Extension of the maturity date on the Outstanding CL Notes to July 31, 2023 5 (ii) Amendment of the conversion price on the Outstanding CL Notes to a fixed conversion price of $ 0.10 (iii) Confirming the agreement of the holders of the Outstanding CL Notes to honor draw down notice for balance of remainder of the $1,800 thousands originally committed to under the CL Agreement (i.e., $280 thousands) through March 31, 2022. The Company concluded that the change in term constitutes a trouble debt restructuring, due to its financial condition and the relief that the abovementioned changes provided. A new effective interest rate was established based on the carrying value of the debt and the revised cash flows. Following the abovementioned amendment on August 13, 2021, the conversion component is qualifying for the scope exception under ASC 815-10-15-74(a). In accordance with ASC 815-15-35-4, since the embedded conversion option in the convertible debt no longer meets the bifurcation criteria, the fair value of the conversion component, in the amount of $ 670,224 Conversion feature CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 – CONVERTIBLE NOTES The fair value of the conversion feature (hereafter “Convertible Component”) was estimated using the Monte-Carlo simulation model to compute the Convertible Component’s fair value. The assumptions used to perform the Monte-Carlo simulation model were consistent with those utilized in the Company’s Black-Scholes valuation for stock options are detailed below: Loan #1 that was amended on August 13, 2021: August 13, 2021 December 31, 2020 Expected volatility (%) 149.04 % 164.43 % Risk-free interest rate (%) 0.05 % 0.1 % Expected dividend yield 0.0 % 0.0 % Contractual term (years) 0.34 0.95 Conversion price - (*) - (*) Underlying share price (U.S. dollars) 0.05 0.045 Convertible notes amount 1,312 1,275 Fair value of the conversion feature (U.S. dollars in thousands) 379 381 (*) the conversion price is 85 Loan #2 that was amended on August 13, 2021: August 13, 2021 June 24, 2021 Expected volatility (%) 151.48 % 156.8 % Risk-free interest rate (%) 0.13 % 0.17 % Expected dividend yield 0.0 % 0.0 % Contractual term (years) 1.36 1.5 Conversion price - (*) - (*) Underlying share price (U.S. dollars) 0.05 0.3 Convertible notes amount 397 397 Fair value of the conversion feature (U.S. dollars in thousands) 115 117 (*) the conversion price is 85 Following the abovementioned amendment on August 13, 2021, the conversion component is qualifying for the scope exception under ASC 815-10-15-74(a). In accordance with ASC 815-15-35-4, since the embedded conversion option in the convertible debt no longer meets the bifurcation criteria, the fair value of the conversion component, in the amount of $ 670 thousands , was reclassified from short-term liability to shareholders equity at that date. CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 6 – SHAREHOLDERS’ EQUITY Description of the rights attached to the Shares in the Company: Common Stock: Each share of Common Stock entitles the holder to one vote, either in person or by proxy, at meetings of stockholders. The holders of Common Stock are not permitted to vote their shares cumulatively. Accordingly, the holders of the Company’s Common Stock who hold, in the aggregate, more than fifty percent of the total voting rights can elect all of the directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of Common Stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law. Transactions: On January 29, 2020, holders of 10,344,828 redeemable convertible Series A Preferred Stock, converted their shares into 10,344,828 shares of Common Stock . The terms of the transaction for the issuance of 893,699,276 432,996,555 0.0001 445,702,721 893,699,276 On March 5, 2020 the Company issued 15,000,000 shares of Common Stock to its legal advisor in respect of legal consulting services, with respect to the Citrine Global Transaction as well as other legal services, as agreed between the parties. The Company estimated the fair value of the shares issued based on the share price at the grant date at $ 4,785 thousand. During the years ended December 31, 2021 and 2020 the Company recorded share based compensation expense of $ 1,034 thousands and $ 3,751 thousands , respectively, among general and administrative expenses. On November 11, 2020, the Company issued additional 13,222,082 shares of Common Stock to its legal advisor pursuant to the above agreement. The Company estimated the fair value of the shares issued based on the share price at the grant date at $ 4,218 thousand. During the years ended December 31, 2021 and 2020 the Company recorded share based compensation expense of $ 703 thousands and $ 3,515 thousands , respectively, among general and administrative expenses. On May 14, 2020 the Company amended its Certificate of Incorporation to reflect the increase of its authorized capital by one billion shares of Common Stock On November 11, 2020, the Company issued 1,411,104 155 On October 8, 2020, the Board approved a reverse stock split of the Company’s authorized, issued and outstanding shares of Common Stock, at a ratio between 1-for-40 to 1-for-100, subject to the approval of the Company’s stockholders (the “Reverse Stock Split”). The final ratio of the Reverse Stock Split will be determined by the Board at a later date. CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On November 8, 2020, the Board approved an amendment to its Certificate of Incorporation to remove from its authorized capital stock of the Company the fifty million (50,000,000) |
STOCK OPTIONS
STOCK OPTIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
STOCK OPTIONS | NOTE 3 – STOCK OPTIONS 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. Upon his appointment, Prof . Itamar Gruto was granted options under the 2018 Stock Incentive Plan (the “2018 Plan”) to purchase 2,356,420 0.05 three year On June 8, 2022, the Board also approved the issuance of 7,000,000 0.05 1,166,667 On August 9, 2022, the Company’s board of directors determined to increase the number of shares reserved for issuance under the 2018 Plan by 90 180,000,000 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 (Director) 2,356,420 The terms relating to the options grants are included in stock option agreements under the 2018 Plan, . Amongst other things, the stock option agreements for selected service providers of Citrine Global, including our directors and officers, provide that the exercise price of the options that were awarded to date, shall remain unaffected by the implementation of a reverse stock split that the Company may implement; to avoid any doubt, such reverse stock split shall apply to the number of options shares issuable under such options. All other relevant terms of such shall continue in full force and effect and are such reverse stock split. Any and all tax implications rest solely with the optionee and not the Company. The following table presents the Company’s stock option activity for employees and directors of the Company for the year ended September 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 98,900,380 0.021 Exercised - - Forfeited or expired - - Outstanding at September 30, 2022 122,529,342 0.026 Number of options exercisable at September 30, 2022 21,855,875 0.05 CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) The stock options outstanding as of September 30, 2022, have been separated into exercise prices, as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING Exercise price Stock options outstanding Weighted average remaining contractual life – years Stock options vested As of September 30, 2022 0.0011 46,762 46,762 0.02 42,415,560 2.86 - 0.022 47,128,400 2.86 - 0.05 23,582,200 0.42 21,225,780 0.05 9,356,420 4.67 583,333 122,529,342 2.53 21,855,875 Compensation expense recorded by the Company in respect of its stock-based compensation awards for the nine and three months ended September 30, 2022 was $ 402 335 In determining the fair value of the options granted, the Company used the Black-Scholes option valuation method, with the following assumptions: SCHEDULE OF STOCK OPTIONS VALUATION METHOD Dividend yield (%) 0 % Risk-free interest rate (%) 0.07 3.20 % Expected term (years) 5 7 Volatility 164.84 174.46 % Share price (U.S. dollars) 0.015 0.020 Exercise price (U.S. dollars) 0.02 0.05 | NOTE 7 – STOCK OPTIONS A. On August 15, 2021, the Company’s board of directors determined to increase the number of shares reserved for issuance under the 2018 Stock Incentive Plan to 90,000,000 9,425,680 2,365,420 0.05 On December 29, 2021 the Company’s board of directors approved the grants of the options. The fair value at December 29, 2021 was determined using the Black-Scholes pricing model, assuming a risk free rate of 1.29 %, a volatility factor of 152.1 %, dividend yields of 0 % and an expected life of 5 years. The Company estimated the fair value of each option granted at December 29, 2021 at $ 0.022 519 thousands. Total share based compensation expenses during the year ended December 31, 2021 amounted to $ 456 thousands . The remaining expense of $ 63 0.5 The following table presents the Company’s stock option activity for employees and directors of the Company for the years ended December 31, 2021 and 2020: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Outstanding at January 1, 2020 521,065 0.0011 Granted - - Exercised - - Forfeited or expired (474,303 ) 0.0011 Outstanding at December 31, 2020 46,762 0.0011 Granted 23,582,200 0.05 Exercised - - Forfeited or expired - - Outstanding at December 31, 2021 23,628,962 0.05 Number of options exercisable at December 31, 2021 15,672,670 0.05 The intrinsic value of options outstanding and exercisable at December 31, 2021 totaled $ 1 During 2020, an amount 28,222,082 1,411,104 The stock options outstanding as of March 31, 2022, have been separated into exercise prices, as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING Exercise price Stock options outstanding Weighted average remaining contractual life – years Stock options vested As of March 31, 2022 0.0011 46,762 46,762 0.05 23,582,200 4.75 18,278,005 23,628,962 4.75 18,324,767 CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
AGREEMENTS WITH INTELICANNA LTD
AGREEMENTS WITH INTELICANNA LTD | 12 Months Ended |
Dec. 31, 2021 | |
Agreements With Intelicanna Ltd | |
AGREEMENTS WITH INTELICANNA LTD | NOTE 8 – AGREEMENTS WITH INTELICANNA LTD A. On May 31, 2020, the Company entered into a strategic partnership with Intelicanna Ltd., an Israeli medical cannabis company listed on the Tel Aviv Stock Exchange with ticker symbol INTL (“Intelicanna”), via a share exchange agreement (the “Share Exchange Agreement”) and an agreement for future issuance of shares (the “Agreement for Future Issuance of Shares”). The Share Exchange Agreement provides that (i) the number of shares each party issues to the other will be calculated by dividing $500 thousand by the volume weighted average price (VWAP) of the issuing party’s shares in the three trading days preceding the signing of the agreement, (ii) the issuance by Intelicanna will take place upon, and subject to, receipt of approval from the Tel Aviv Stock Exchange, and the issuance by the Company will follow immediately thereafter, and (iii) the parties may not sell the shares within the first six months after issuance, and thereafter the parties may sell the shares issued to them if the shares become registered through a prospectus approved by the relevant securities authority, or under an exemption provided by applicable securities law, subject to a limit on the number of shares either party may sell per day. The Agreement for future Issuance of Shares provides that a fall in a share price of a party, not exceeding 20%, measured six months after issuance of shares by both parties pursuant the Share Exchange Agreement, will be offset by the issuance of additional shares to the other party to bring up to $500 thousand the total value of the shares issued to the other party. On August 15, 2021, the Company’s board of directors determined that it is required to issue to Intelicanna 619,589 shares of the Company’s common stock and has authorized the issuance of such shares to Intelicanna. As of December 31, 2021, the common stock have not been issued yet. As such, the Company recorded an additional $14 thousands to be issued to Intellicanna. On September 17, 2020 the Company issued to Intelicanna 2,143,470 619,589 50 The fair value of such shares exchange agreement was estimated using the Black-Scholes option-pricing model and is presented among current liabilities within the Company’s consolidated balance sheet. The following are the data and assumptions used as of the balance sheet date related to future potential issuance of shares as describe above for potential fall in share price of a party, not exceeding 20%: SCHEDULE OF FAIR VALUE OF SHARES EXCHANGE AGREEMENT Derivative related to Intelicanna’s shares December 31, 2020 Common Stock price 0.83 Expected volatility 57.61 % Conversion price (U.S. dollars) 0.64 Expected term 3.1 Risk free rate 0.09 % Expected dividend yield 0 % Fair value of the derivative (U.S. dollars in thousands) 28 Derivative related to Citrine Global’s shares December 31, 2020 Common Stock price 0.046 Expected volatility 125.19 % Conversion price (U.S. dollars) 0.2 Expected term 3.1 Risk free rate 0.09 % Expected dividend yield 0 % Fair value of the derivative (U.S. dollars in thousands) (100 ) CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Between August 3 – 9, 2021, the Company sold to an unrelated third party in an off market transaction 619,589 ordinary shares of Intelicanna Ltd., an Israeli medical cannabis company listed on the Tel Aviv Stock Exchange (“Intelicanna”), for aggregate gross proceeds to the Company of 1,261,000 NIS (approximately $ 389 thousands based on the current exchange rate). Following the sale, the Company no longer holds any Intelicanna shares. B. Furthermore, on June 25, 2020, the Israeli Subsidiary entered into a services agreement with Intelicanna to provide business development and consulting services to Intelicanna, including assistance with raising financing (the “Services Agreement”) (references in this paragraph to the Company include the Israeli Subsidiary). The terms of the Services Agreement include: (1) the Company will, for a period of 18 months, assist Intelicanna to raise up to NIS 15 2,500 On October 5, 2021 the Company and Intelicanna mutually terminated the Service Agreement. C . Also on June 25, 2020, the Company and the Israeli Subsidiary entered into an agreement to grant Intelicanna Ltd. (“Intelicanna”) New Israeli Shekel (“NIS”) 1 290 6% 2 600 12% 1.5 0.45 CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The financing must be paid by the Company to Intelicanna within 30 days of signing the financing agreement, subject to completion of due diligence to the Company’s satisfaction and to Intelicanna receiving a commercial growing license. On July 9, 2020, the Company transferred to Intelicanna NIS 500 145 As of December 31, 2021, Intelicanna repaid the full principal of the loan together with 12 46 14 Ilanit Halperin, a director and the Chief Financial Officer of the Company, is also the Chief Financial Officer of Intelicanna. Doron Birger, a director at the Company, is also the chairman of the board of directors of Intelicanna, effective March 30, 2022. |
RELATED PARTIES
RELATED PARTIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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 Nine months ended September 30 Three months ended September 30 2022 2021 2022 2021 U.S. dollars (in thousands) Research and development expenses: Directors compensation and fees to officers 81 24 26 - General and administrative expenses: Directors compensation and fees to officers (*) 791 1,225 444 1,042 (*) Share based compensation 349 872 305 872 General and administrative expenses 349 872 305 872 Financing expenses (income), net: Related to convertible loan terms (575 ) (1,034 ) (582 ) (237 ) CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) B. Balances with related parties: As of September 30, As of December 31, 2022 2021 U.S. dollars (in thousands) Current Assets: Short term loan granted to others 17 15 17 15 Current Liabilities: Short term loan 80 - Convertible notes - 1,431 Accounts payable 26 20 Accrued compensation 1,326 838 1,432 2,289 Non-current Liabilities: Convertible notes 1,704 - C. On August 9, 2022, Mr. David Kretzmer’s fee in respect of services provided to the Company was reduced from $ 7,000 1,500 2,000 | NOTE 9 – RELATED PARTIES A. Transactions and balances with related parties SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES Year ended December 31 2021 2020 U.S. Dollars in thousands Research and development expenses: Fees to officers 48 - Other expenses 26 - 74 - General and administrative expenses: Directors compensation and fees to officers (*) 919 496 (*) Share based compensation 404 - Financing expenses , net: Financial expenses related to convertible loan 1,129 287 Interest on loan (**) - - (**) Less than 1 thousand CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS B. Balances with related parties: As of December 31, 2021 2020 U.S. Dollars in thousands Current Assets: Short term loan 15 - Current Liabilities: Convertible notes 1,431 773 Accounts payable 20 312 Accrued compensation 838 - C. Commencing in February 2020, Ora Elharar Soffer, CEO and Chairperson of the Board, was entitled to a monthly fee of $ 20 thousands and certain reimbursements for traveling, lodging and other expenses on behalf of the Company, the payment of such compensation was deferred until the Company consummates an investment of at least $ 1.8 In addition, on August 15, 2021, the board of directors of Cannovation determined to adjust the compensation of the Chairperson (and interim Chief Executive Officer), Ora Elharar Soffer, to $10 thousands per month, in each case retroactive to July 1, 2021. These amounts would be paid at such time as Cannovation shall become due and payable from, and such time as Cannovation shall have, available funds therefor and as part of the operating budget for a minimum period of 18 months. As of December 31, 2021, and 2020, an amount of $ 499 210 D. Commencing in February 2020, Ilan Ben-Ishay, a director, is entitled to a monthly fee of $ 4 1.8 In addition, on August 15, 2021, the board of directors of Cannovation determined to adjust the compensation of Ilan Ben-Ishay, a director at Cannovation, to $ 2 shall have, available funds therefor and as part of the operating budget for a minimum period of 18 months. As of December, 31, 2021, and 2020, an amount of $ 86 34 representing compensation earned by Mr. Ben-Ishay. CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS E. Commencing in May 2020, Ms. Halperin, CFO of the Company, was entitled to a monthly fee of an additional $ 4 7 1.8 In addition, on August 15, 2021, the board of directors of Cannovation determined to adjust the compensation of the chief financial officer, Ilanit Halperin at Cannovation, to $ 4 As of December, 31, 2021, and 2020, an amount of $ 171 66 representing compensation earned by Ms. Halperin. F. Commencing in March 2021, Adv. David Kretzmer, a director, is entitled to a monthly fee of $ 7 thousand and certain reimbursements for traveling lodging and vehicle expenses on behalf of the Company, the payment of such compensation was deferred until the Company consummates an investment of at least $ 1.8 In addition, on August 15, 2021, the board of directors of Cannovation determined to adjust the compensation of David Kretzmer, a director at Cannovation, to $2 thousands per month, in each case retroactive to July 1, 2021. These amounts would be paid at such time as Cannovation shall become due and payable from, and such time as Cannovation shall have, available funds therefor and as part of the operating budget for a minimum period of 18 months. As of December, 31, 2021, an amount of $ 82 G. On August 15, 2021, the board determined to award a bonus to the Company’s Chairperson of the Board, CEO, CFO, officers, directors and senior management equal to two percent (2%) of any capital raise, subject to prior repayment of the outstanding convertible loans and so long as the payment thereof would be from available funds and part of the Company’s operating budget for a minimum period of 18 months. In addition, the Board agreed to a bonus Company’s Chairperson of the Board, CEO, CFO, officers, directors and senior management of 2% from operating profits which will become payable upon the fulfillment of certain specified targets that the Board will establish, subject to prior repayment of the outstanding convertible loans and so long as the payment thereof would be from available funds and as part of the Company’s operating budget for a minimum period of 18 months. H. On August 9, 2021, through its 60 I. On September 29, 2021, Citrine Global advanced to iBOT, a related party, a loan of $ 50 thousands with a 12 month maturity date . The loan bears interest at an effective annual interest rate of 12 % as and is convertible, at the option of Citrine Global, into equity shares of iBOT at conversion rate equal to the 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, Citrine Global is entitled to convert the outstanding loan, in whole or in part, to satisfy payments of amounts owed to iBOT under the services agreements between the parties. On October 8, 2021 the Company transferred a first tranche of $ 15 CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS J. On November, 2021, the Company, Cannovation and CTGL – Citrine Global Israel Ltd., on the one hand (collectively the “Citrine Global Group”), and iBOT, on the other hand, entered into an Exclusive Strategic Collaboration and Alliance Agreement (the “Exclusive Rights Agreement”) pursuant to which iBOT granted to the Citrine Global Group, jointly and individually, exclusive world-wide rights, solely with respect to the cannabis market, to iBOT’s botanical formulas and nutritional supplements, including, the development, manufacture, distribution and sale of such products. The exclusive rights include the right of any of the Citrine Global Group to grant rights thereunder to third parties so long as such third parties shall agree to be bound by terms consistent with those contained in this Agreement. In consideration of the grant of the rights under the Exclusive Rights Agreement, Citrine Global Group granted to iBOT the exclusive right to manufacture in State of Israel (consistent with the terms of the Manufacturing Agreement) the botanical products. In addition, so long as iBOT is in compliance with the terms of this Agreement, in the event that the Citrine Global Group determines to manufacture botanical products outside of Israel, then iBOT is to be afforded the opportunity to perform such manufacturing for the Citrine Group at iBOT’s facility in Israel provided that iBOT complies with all of the terms and conditions relating to such manufacturing project, including the price per unit, delivery schedules, packaging requirements regulation and other relevant terms. K. See also Note 7A. L. See also Note 5. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 10 – INCOME TAX A. United States resident companies are taxed on their worldwide income for corporate income tax purposes at a statutory rate of 21 Income of the Israeli Subsidiary is taxable from 2018 and onwards, at corporate tax rate of 23 The Company and its Israeli Subsidiary have not received final tax assessments since the Israeli Subsidiary’s inception. As of December 31, 2021, the Company and the Israeli Subsidiaries have carryforward losses for tax purposes of approximately $ 3,954 337 CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS B. Composition of loss for the year: SCHEDULE OF COMPOSITION OF LOSS Year ended December 31 2021 2020 U.S. Dollars in thousands U.S. 4,172 8,583 Israel 344 56 Total 4,516 8,639 C. The following is reconciliation between the theoretical tax on pre-tax income, at the tax rate applicable to the Company (federal tax rate) and the tax expense reported in the financial statements: SCHEDULE OF RECONCILIATION OF EFFECTIVE TAX RATE 2021 2020 Year ended December 31 2021 2020 U.S. Dollars in thousands Pretax loss 4,516 8,639 Federal tax rate 21 % 21 % Income tax benefit computed at the ordinary tax rate (948 ) (1,814 ) Non-deductible expenses 2 1 Stock-based compensation 96 1,559 Fair value adjustments 246 41 Tax in respect of differences in corporate tax rates (6 ) (1 ) Change in valuation allowance 610 214 Total Income tax - - D. Deferred taxes result primarily from temporary differences in the recognition of certain revenue and expense items for financial and income tax reporting purposes. Significant components of the Company’s future tax assets are as follows: SCHEDULE OF DEFERRED TAX ASSETS C 2021 2020 Year ended December 31 2021 2020 U.S. Dollars in thousands Composition of deferred tax assets: Non capital loss carry forwards 908 362 Other timing differences 64 - Valuation allowance (972 ) (362 ) Total deferred tax assets - - E. Roll forward of valuation allowance SCHEDULE OF ROLL FORWARD OF VALUATION ALLOWANCE U.S. Dollars in thousands Balance at January 1, 2020 2,041 Sale of subsidiary (1,893 ) Income tax expense 214 Balance at December 31, 2020 362 Income tax expense 610 Balance at December 31, 2021 972 |
LOSS PER ORDINARY SHARE
LOSS PER ORDINARY SHARE | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
LOSS PER ORDINARY SHARE | NOTE 11 – LOSS PER ORDINARY SHARE Basic loss per share is computed by dividing net loss by the weighted average number of shares outstanding during the year. The weighted average number of shares of Common Stock used in computing basic and diluted loss per ordinary share for the years ended December 31, 2021 and 2020, are as follows: SCHEDULE OF BASIC AND DILUTED LOSS PER ORDINARY SHARE Year ended December 31 2021 2020 Number of shares Weighted average number of shares of Common Stock outstanding attributable to ordinary shareholders 942,568,006 476,622,892 Total weighted average number of shares of Common Stock related to outstanding options, excluded from the calculations of diluted loss per share (*) 15,672,670 46,762 (*) The effect of the inclusion of options and convertible loans in 2021 and 2020 is anti-dilutive. CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 6 – SUBSEQUENT EVENTS A. On October 19, 2022, Mr. Dror Shaked and Mr. David Freidenberg were appointed to serve as independent directors on the Board of Directors of Citrine Global, Corp. effective upon (and subject to) the Nasdaq listing of the Company. B. In November 2022 the Company and iBOT agreed to extend to March 31, 2023 the pre-emption right previously granted to the Company with respect to any equity or equity linked securities that iBOT proposes to issue to an unrelated third party with aggregate gross proceeds to iBOT exceeding $ 1 51 C. On November 14, 2022, the CL Agreement was amended to provide that until the repayment in full of all outstanding principal and accrued interest on the Notes issued thereunder and the earlier Future Financing | NOTE 12 – SUBSEQUENT EVENTS 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 thousands on the same terms and conditions as are specified in the Convertible Note Agreement (see note 5A above). The maturity date of the loan is the earlier of July 31, 2023 or at such time as the Company shall have consummated an investment of at least $ 5 million in Company securities. The annual interest on the loan continues to be nine percent ( 9 %). The principal and interest payment on the Note shall be made in New Israeli Shekels (NIS) at the conversion rate which was in effect on the date on which the loan was advanced. As provided for under the terms of the Convertible Note Agreement, Citrine 9 will be issued 6,666,667 Series A warrants and 6,666,667 Series B warrants for shares of common stock, where the Series A warrants are exercisable beginning July 5, 2022 through July 5, 2024 and the Series B warrants are exercisable beginning July 5, 2022 through July 5, 2025, in each case at an exercise price of $ 0.05 Additionally, on January 5, 2022, the Company and the Buyers entered into the Fourth Amendment to the Convertible Note Agreement pursuant to which the following was agreed to: (i) The principal and accrued interest on all outstanding loans shall be made in New Israeli Shekels (NIS) at the conversion rate which was in effect on the date on which the loan was advanced; (ii) The conversion price on all outstanding notes under the Convertible Note Agreement has been adjusted to a conversion price of $ 0.05 (iii) The exercise price on all outstanding warrants issued in connection with advances made under the Convertible Note Agreement has been adjusted to an exercise price of $ 0.05 B. On February 8, 2022, Cannovation Ltd received from ILA a counter-signed development agreement to purchase rights for long term lease to 11,687 square meters of Land for purposes of building the Green Vision Center Israel, which is intended to include factories, laboratories, logistics and a distribution center for the medical cannabis, and botanicals industries. C. On March 30, 2022, the Company Board determined to allot the Bonus referred to in Note 9G as follows: 65% of such bonus amounts were allocated to the Company’s Chief Executive Officer, 25% to the Company’s Chief Financial Officer and 5% to one of the directors |
EVENTS DURING THE PERIOD
EVENTS DURING THE PERIOD | 9 Months Ended |
Sep. 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 See note 4F below for detailed regarding change in terms of the Convertible Note Agreement, Series A warrants and Series B warrants. 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: CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) SCHEDULE OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS January 5, 2022 September 30, 2022 Dividend yield (%) 0 % 0 % Risk-free interest rate (%) 0.65 % 4.06 % Expected term (years) 1.57 1.08 Volatility 154.86 % 123.94 % Share price (U.S. dollars) 0.025 0.021 Exercise price (U.S. dollars) 0.05 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 56 21 The scenario in which the Company would raise at least $ 5 January 5, 2022 September 30, 2022 Dividend yield (%) 0 % 0 % Risk-free interest rate (%) 0.40 % 3.92 % Expected term (years) 0.99 0.25 Volatility 158 % 123.30 % Share price (U.S. dollars) 0.025 0.021 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 $ 48 12 Warrants The fair value of the warrants as of the drawdowns dates was estimated at $ 255 The following are the data and assumptions used: SCHEDULE OF FAIR VALUE DATA AND ASSUMPTIONS 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 warrants (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 warrants (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 $ 1,800,000 (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 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: SCHEDULE OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS June 15, 2020 convertible loans April 1, 2021 convertible loans September 30, 2022 June 15, 2020 convertible loans April 1, 2021 convertible loans Dividend yield 0 % 0 % Risk-free interest rate 4.06 % 4.06 % Expected term (years) 1.08 1.08 Volatility 123.94 % 123.94 % Share price (U.S. dollars) 0.021 0.021 Exercise price (U.S. dollars) 0.05 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 173 40 The scenario in which the Company would raise at least $ 5 June 15, 2020 convertible loans April 1, 2021 convertible loans September 30, 2022 June 15, 2020 convertible loans April 1, 2021 convertible loans Dividend yield 0 % 0 % Risk-free interest rate 3.92 % 3.92 % Expected term (years) 0.25 0.25 Volatility 123.3 % 123.3 % Debt instrument measurement input 123.3 % 123.3 % Share price (U.S. dollars) 0.021 0.021 Exercise price (U.S. dollars) 0.05 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 21 5 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 September 30, 2022 was $ 97 23 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 1,800,000 600,000 CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) E. 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 0.05 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 July 15, 2022 September 30, 2022 Dividend yield 0 % 0 % Risk-free interest rate 3.12 % 4.06 % Expected term (years) 1 1.08 Volatility 146.4 % 123.9 % Share price (U.S. dollars) 0.012 0.021 Exercise price (U.S. dollars) 0.05 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 6 13 The scenario in which the Company would raise at least $ 5 CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) July 15, 2022 September 30, 2022 Dividend yield 0 % 0 % Risk-free interest rate 2.86 % 3.92 % Expected term (years) 0.46 0.25 Volatility 125.9 % 123.3 % Share price (U.S. dollars) 0.012 0.021 Exercise price (U.S. dollars) 0.05 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 1 1 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 $ 4 7 Warrants The fair value of the warrants as of the drawdowns dates was estimated at $ 115 The following are the data and assumptions used: SCHEDULE OF FAIR VALUE DATA AND ASSUMPTIONS OF WARRANTS Warrants A Dividend yield 0 % Risk-free interest rate 3.13 % Expected term (years) 2 Volatility 153.1 % Share price (U.S. dollars) 0.012 Exercise price (U.S. dollars) 0.05 Fair value of the warrants (U.S. dollars in thousands) 50 Warrants B Dividend yield 0 % Risk-free interest rate 3.14 % Expected term (years) 3 Volatility 148.6 % Share price (U.S. dollars) 0.012 Exercise price (U.S. dollars) 0.05 Fair value of the warrants (U.S. dollars in thousands) 64 Fair Value Proportional Allocation The fair value of the note was estimated at $ 93 Based on the above, the fair value proportion allocation as of July 15, 2022 was as follows: SCHEDULE OF FAIR VALUE OF DEBT July 15, 2022 (US dollars in thousands) Conversion Component $ 4 Warrants 55 Convertible Notes 41 Total $ 100 CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) F. 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 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 whether the terms of the modified note are substantially different. The Company concluded that the change in terms of the loans should be accounted for as a debt extinguishment. Following the abovementioned amendment on August 9, 2022, the changes in the fair value of the conversion component and the warrants in the amount of $ 51 354 CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) G. On August 9, 2022, the Board agreed to issue to the related entities who advanced an aggregate of $ 1,170 5,589,172 0.05 The fair value of the warrants as of the drawdowns dates was estimated at $ 98 The following are the data and assumptions used: SCHEDULE OF FAIR VALUE DATA AND ASSUMPTIONS OF WARRANTS Warrants A Dividend yield (%) 0 % Risk-free interest rate (%) 2.97 % Expected term (years) 5 Volatility 152.9 % Share price (U.S. dollars) 0.02 Exercise price (U.S. dollars) 0.05 Fair value of the warrants (U.S. dollars in thousands) 98 On September 30, 2022, the Company received a loan from Citrine S A L Hi Tech 7 LP, an Israeli limited partnership and an affiliated entity (the “Lender”), in the principal amount of $ 80,000 12 December 15, 2022 The principal and interest payment on the loan In the event that the Company agrees to such extension, the terms of this loan shall be adjusted on a pro-rata |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Citrine Global and its Israeli Subsidiaries, CTGL - Citrine Global Israel Ltd and Cannovation. All significant intercompany balances and transactions have been eliminated in consolidation. | |
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. | 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 share-based compensation and fair value measurements of the convertible notes. Actual results could differ from those estimates. |
Functional Currency and Foreign Currency Translation and Transactions. | Functional Currency and Foreign Currency Translation and Transactions. Effective May 14, 2020, the Company adopted the U.S. dollar as its functional currency. Prior to May 14, 2020, the functional currency of the Company was the New Israeli Shekel (“NIS”). The change in functional currency of the Company is due to the increased exposure to the U.S. dollar as a result of Sale of the Novomic as described in Note 1 above. Therefore, the currency of the primary economic environment in which the operations of the Company and its subsidiaries are conducted is the U.S. dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net loss for the year. CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont.) | |
Cash, cash equivalents and restricted cash | Cash, cash equivalents and restricted cash Cash equivalents are short-term highly liquid investments which include short term bank deposits (up to three months from date of deposit), that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the date acquired. Restricted cash as of December 31,2021 included a $ 10 thousands collateral account for the Company’s rent agreement and is classified in current assets. | |
Property, plant and equipment, net | Property, plant and equipment, net 1. Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. When an asset is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in the Statements of Operations and Comprehensive Loss. 2. Rates of depreciation: SCHEDULE OF RATE OF DEPRECIATION OF PROPERTY PLANT AND EQUIPMENT % Computers and office equipment 7 33 Land - | |
Trading securities and short-term loan measured at fair value | Trading securities and short-term loan measured at fair value The Company accounts for its investments in trade securities in accordance with Accounting Standards “ASC”) No. 321, “Investments— Equity Securities.” The Company determines the appropriate classification of its investments in trading securities at the time of purchase and re-evaluates the fair value at each balance sheet date. As of December 31, 2020, all of the Company’s investments in trading securities are classified as held for trade (see also Note 8). Therefore, the Company’s trading securities are recorded at fair value on the balance sheet as well as the short-term loan measured at fair value according to the company’s election. Changes in fair value of trading securities and short-term loan are recorded in financing income (expenses), net in the consolidated statement of operations. The balance of the investments in trading securities as of December 31, 2021 is zero . CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont.) | |
Investments valued under the measurement alternative | Investments valued under the measurement alternative The Company’s investments as described in Notes 3 and 1 are valued under the measurement alternative include equity securities in other proprietary investments for which the Company does not have significant influence and fair value is not readily determinable. Accounting Standard Update (“ASU”) 2016-01 requires equity securities to be recorded at cost and adjusted to fair value at each reporting period. However, the guidance allows for a measurement alternative, which is to record investments at cost, less impairment, if any, and subsequently adjust for observable price changes of identical or similar investments of the same issuer. Due to the lack of readily determinable fair values for such investments, for which the Company does not have significant influence, the Company accounts for these investments under the measurement alternative at cost, less impairment. The Company performs qualitative impairment assessments on its investments recorded under the measurement alternative. | |
Impairment of long-lived assets | Impairment of long-lived assets The Group’s long-lived assets are reviewed for impairment in accordance with ASC Topic 360, “Property, Plant and Equipment”, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. No indicators of impairment have been identified as of December 31, 2020 and 2021. | |
Derivatives | Derivatives Derivative instruments are recognized on the balance sheet at their fair value, with changes in the fair value recognized as a component of financial expenses, net in the statements of operation. Once determined, derivative liabilities and assets are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. | |
Deferred income taxes | Deferred income taxes The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes”. Accordingly, deferred income taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial accounting and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are computed using the enacted tax rates expected to be in effect when these differences reverse. Valuation allowances in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized. The Company accounts for uncertain tax positions in accordance with ASC Topic 740-10, which prescribes detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements. According to ASC Topic 740-10, tax positions must meet a more-likely-than-not recognition threshold. The Company’s accounting policy is to classify interest and penalties relating to uncertain tax positions under income taxes, however the Company did not recognize such items in its fiscal 2021 and 2020 financial statements and did not recognize any liability with respect to an unrecognized tax position in its balance sheets. CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont.) | |
Research and development expenses | Research and development expenses Research and development expenses are charged to operations as incurred. | |
Basic and diluted loss per ordinary share | Basic and diluted loss per ordinary share Basic loss per share of Common Stock is computed by dividing the loss for the period applicable to holders of shares of Common Stock, by the weighted average number of shares of Common Stock outstanding during the period. Securities that may participate in dividends with the shares of Common Stock (such as the convertible Preferred Stock) are considered in the computation of basic loss per share under the two-class method. However, in periods of net loss, only the convertible Preferred Stock are considered, since such shares have a contractual obligation to share in the losses of the Company. In computing diluted loss per share, basic loss per share is adjusted to reflect the potential dilution that could occur upon the exercise of potential shares. Accordingly, in periods of net loss, no potential shares are considered. | |
Stock-based compensation | Stock-based compensation The Company measures and recognizes the compensation expense for all equity-based payments based on their estimated fair values in accordance with ASC 718, “Compensation-Stock Compensation”. Share-based payments including grants of stock options are recognized in the statement of operation as an operating expense based on the fair value of the award at the date of grant. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model. The Company has expensed compensation costs, net of estimated forfeitures, applying the accelerated vesting method, over the requisite service period or over the implicit service period. CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont.) | |
Fair value | Fair value Fair value of certain of the Company’s financial instruments including cash, accounts receivable, accounts payable, accrued expenses, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosure,” which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. Fair value, as defined by ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk. Valuation techniques are generally classified into three categories: (i) the market approach; (ii) the income approach; and (iii) the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF 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 September 30, 2022 Level 1 Level 2 Level 3 Total US$ in thousands Liabilities: Fair value of convertible component in convertible notes - - 138 138 Total liabilities - - 138 138 The following table presents the changes in fair value of the level 3 liabilities for the period ended September 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 Outstanding Beginning 82 Initial recognition of convertible component as part of convertible notes issued 55 Changes in fair value 1 Outstanding at September 30, 2022 138 Outstanding Ending 138 CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF RESENTATION (cont.) | Fair value Fair value of certain of the Company’s financial instruments including cash, accounts receivable, accounts payable, accrued expenses, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosure,” which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. Fair value, as defined by ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk. Valuation techniques are generally classified into three categories: (i) the market approach; (ii) the income approach; and (iii) the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: 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. CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont.) As of December 31, 2021, there are no financial assets or financial liabilities that are measured at fair value on a recurring basis. The Company’s financial assets and liabilities as of December 31, 2020 that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows: SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS Level 1 Level 2 Level 3 Total Balance as of December 31, 2020 Level 1 Level 2 Level 3 Total U.S. Dollars in thousands Trading securities (Note 8) - 522 - 522 Short-term loan measured at fair value (Note 8) - - 165 165 Total assets - 522 165 687 Liabilities: Fair value of convertible component in convertible notes (Note 5) - - 381 381 Fair Value of forward option (Note 8) - - 72 72 Total liabilities - - 453 453 The following table presents the changes in fair value of the level 3 liabilities for the year ended December 31, 2021: SCHEDULE OF CHANGES IN FAIR VALUE OF LIABILITIES Changes in Fair value U.S. Dollars in thousands Assets: Outstanding at January 1, 2020 - Fair value of issued level 3 assets 145 Changes in fair value 20 Outstanding at January 1, 2021 165 Assets, Outstanding balance 165 Proceeds from repayment of short term loan (164 ) Interest and change in fair value of short-term loan measured at fair value (1 ) Outstanding at December 31, 2021 - Assets, Outstanding balance - Liabilities: Outstanding at January 1, 2020 - Fair value of issued level 3 liability 351 Initial recognition of equity component as part of modification in note terms Initial recognition of convertible component as part of convertible notes issued Changes in fair value 102 Outstanding at January 1, 2021 453 Outstanding balance 453 Fair value of convertible component in additional convertible notes issued during the period 116 Classification of embedded conversion feature from liability to equity (670 ) Commitment for issuance of fixed number of ordinary shares (14 ) Changes in fair value 115 Outstanding at December 31, 2021 - Outstanding balance - CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont.) |
Concentrations of credit risk | Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents as well as certain other current assets that do not amount to a significant amount. Cash and cash equivalents, which are primarily held in Dollars and New Israeli Shekels, are deposited with major banks in Israel and United States. Management believes that such financial institutions are financially sound and, accordingly, minimal credit risk exists with respect to these financial instruments. The Company does not have any significant off-balance-sheet concentration of credit risk, such as foreign exchange contracts, option contracts or other foreign hedging arrangements. | |
Contingencies | Contingencies The Company records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred. | |
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 adoption of this new standard did not have a material impact on the consolidated financial statements. In May 2021, the FASB issued ASU 2021-04—Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, which clarifies and reduces diversity in accounting for modifications or exchanges of freestanding equity-written call options that remain equity classified after modifications or exchanges based on the substance of the transactions. The amendments in this ASU are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Other new pronouncements issued but not effective as of September 30, 2022 are not expected to have a material impact on the Company’s consolidated financial statements. | Recent Accounting Pronouncements Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity s Own Equity. ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and(2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for public companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of ASU 2020-06 will have on the Company’s consolidated financial statement presentation or disclosures. Other new pronouncements issued but not effective as of December 31, 2021 are not expected to have a material impact on the Company’s consolidated financial statements. CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF RESENTATION (cont.) |
Reclassification | Reclassification Certain prior year figures have been reclassified to conform to be current year presentation. | |
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 nine months ended September 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. |
GENERAL (Tables)
GENERAL (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF DECONSOLIDATION OF A SUBSIDIARY | The following table summarizes the assets and liabilities of Novomic as of the deconsolidation date: SUMMARY OF DECONSOLIDATION OF A SUBSIDIARY U.S. Dollars in thousands Cash and cash equivalents 14 Working capital (excluding cash and cash equivalents), net (deficit) (217 ) Long term assets 156 Long term liabilities (5 ) Total value of a subsidiary (52 ) Amounts received - Gain from deconsolidation of a subsidiary $ 52 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
SCHEDULE OF RATE OF DEPRECIATION OF PROPERTY PLANT AND EQUIPMENT | SCHEDULE OF RATE OF DEPRECIATION OF PROPERTY PLANT AND EQUIPMENT % Computers and office equipment 7 33 Land - | |
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 September 30, 2022 Level 1 Level 2 Level 3 Total US$ in thousands Liabilities: Fair value of convertible component in convertible notes - - 138 138 Total liabilities - - 138 138 | SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS Level 1 Level 2 Level 3 Total Balance as of December 31, 2020 Level 1 Level 2 Level 3 Total U.S. Dollars in thousands Trading securities (Note 8) - 522 - 522 Short-term loan measured at fair value (Note 8) - - 165 165 Total assets - 522 165 687 Liabilities: Fair value of convertible component in convertible notes (Note 5) - - 381 381 Fair Value of forward option (Note 8) - - 72 72 Total liabilities - - 453 453 |
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 September 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 Outstanding Beginning 82 Initial recognition of convertible component as part of convertible notes issued 55 Changes in fair value 1 Outstanding at September 30, 2022 138 Outstanding Ending 138 | The following table presents the changes in fair value of the level 3 liabilities for the year ended December 31, 2021: SCHEDULE OF CHANGES IN FAIR VALUE OF LIABILITIES Changes in Fair value U.S. Dollars in thousands Assets: Outstanding at January 1, 2020 - Fair value of issued level 3 assets 145 Changes in fair value 20 Outstanding at January 1, 2021 165 Assets, Outstanding balance 165 Proceeds from repayment of short term loan (164 ) Interest and change in fair value of short-term loan measured at fair value (1 ) Outstanding at December 31, 2021 - Assets, Outstanding balance - Liabilities: Outstanding at January 1, 2020 - Fair value of issued level 3 liability 351 Initial recognition of equity component as part of modification in note terms Initial recognition of convertible component as part of convertible notes issued Changes in fair value 102 Outstanding at January 1, 2021 453 Outstanding balance 453 Fair value of convertible component in additional convertible notes issued during the period 116 Classification of embedded conversion feature from liability to equity (670 ) Commitment for issuance of fixed number of ordinary shares (14 ) Changes in fair value 115 Outstanding at December 31, 2021 - Outstanding balance - |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT | SCHEDULE OF PROPERTY PLANT AND EQUIPMENT 2021 2020 December 31, 2021 2020 U.S. Dollars in thousands Computers and office equipment 10 6 Land 248 - Property and equipment, gross 258 6 Less - accumulated depreciation (2 ) - (* ) Total property and equipment, net 256 6 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SCHEDULE OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS | The fair value of the conversion feature (hereafter “Convertible Component”) was estimated using the Monte Carlo Simulation Model to compute the Convertible Component’s fair value. The assumptions used to perform the Monte-Carlo simulation model were consistent with those utilized in the Company’s Black-Scholes valuation for stock options are detailed below: SCHEDULE OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS June 12, 2020 December 31, 2020 Expected volatility (%) 65.69 % 164.43 % Risk-free interest rate (%) 0.18 % 0.1 % Expected dividend yield 0.0 % 0.0 % Contractual term (years) 1.5 0.95 Conversion price - (*) - (*) Underlying share price (U.S. dollars) 0.21 0.045 Convertible notes amount 1,275 1,275 Fair value of the conversion feature (U.S. dollars in thousands) 285 381 (*) the conversion price is 85 |
SUMMARY OF WARRANTS | The following are the data and assumptions used: SUMMARY OF WARRANTS Warrants A Common Stock price 0.21 Expected volatility 65.31 % Expected term 1 Risk free rate 0.17 % Expected dividend yield 0 % Warrants B Common Stock price 0.21 Expected volatility 68.73 % Expected term 2 Risk free rate 0.19 % Expected dividend yield 0 % |
SCHEDULE OF FAIR VALUE OF WARRANT USING ASSUMPTIONS | Fair value of the warrants immediately before the change: SCHEDULE OF FAIR VALUE OF WARRANT USING ASSUMPTIONS Fair value of the warrants A Warrant B Warrant Expected volatility (%) 150.5 % 158.7 % Risk-free interest rate (%) 0.04 % 0.08 % Expected dividend yield 0.0 % 0.0 % Contractual term (years) 0.18 1.18 Conversion price 0.26 0.31 Underlying share price (U.S. dollars) 0.07 0.07 Fair value (U.S. dollars in thousands) 3 121 Fair value of the warrants immediately after the change: Fair value of the warrants A Warrant B Warrant Expected volatility (%) 158.7 % 158.7 % Risk-free interest rate (%) 0.08 % 0.22 % Expected dividend yield 0.0 % 0.0 % Contractual term (years) 1.18 2.18 Conversion price 0.1 0.1 Underlying share price (U.S. dollars) 0.07 0.07 Fair value (U.S. dollars in thousands) 211 274 |
SCHEDULE OF FAIR VALUE OF OPTION USING ASSUMPTIONS | SCHEDULE OF FAIR VALUE OF OPTION USING ASSUMPTIONS June 24, 2021 Expected volatility (%) 156.8 % Risk-free interest rate (%) 0.17 % Expected dividend yield 0.0 % Contractual term (years) 1.5 Conversion price - Underlying share price (US dollars) 0.03 Convertible notes amount 397 Fair value of the conversion feature (US dollars in thousands) 117 (*) the conversion price is 85% of the share price, during the period of 5 days preceding the conversion date. |
SCHEDULE OF FAIR VALUE OF DEBT | Based on the above, the fair value proportion allocation as of June 24, 2021 was as follows: SCHEDULE OF FAIR VALUE OF DEBT June 24, 2021 (US dollars in thousands) Conversion Component $ 117 Warrants 172 Convertible Notes 61 Total $ 350 |
Citrine 8 L P [Member] | |
SCHEDULE OF FAIR VALUE OF WARRANT USING ASSUMPTIONS | The assumptions used to perform the calculations are detailed below: SCHEDULE OF FAIR VALUE OF WARRANT USING ASSUMPTIONS A Warrant B Warrant Expected volatility (%) 156.8 % 156.8 % Risk-free interest rate (%) 0.37 % 0.59 % Expected dividend yield 0.0 % 0.0 % Contractual term (years) 2.5 3.5 Conversion price 0.1 0.1 Underlying share price (U.S. dollars) 0.03 0.03 Fair value (U.S. dollars in thousands) 184 220 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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 September 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 98,900,380 0.021 Exercised - - Forfeited or expired - - Outstanding at September 30, 2022 122,529,342 0.026 Number of options exercisable at September 30, 2022 21,855,875 0.05 | SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Outstanding at January 1, 2020 521,065 0.0011 Granted - - Exercised - - Forfeited or expired (474,303 ) 0.0011 Outstanding at December 31, 2020 46,762 0.0011 Granted 23,582,200 0.05 Exercised - - Forfeited or expired - - Outstanding at December 31, 2021 23,628,962 0.05 Number of options exercisable at December 31, 2021 15,672,670 0.05 |
SCHEDULE OF STOCK OPTIONS OUTSTANDING | The stock options outstanding as of September 30, 2022, have been separated into exercise prices, as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING Exercise price Stock options outstanding Weighted average remaining contractual life – years Stock options vested As of September 30, 2022 0.0011 46,762 46,762 0.02 42,415,560 2.86 - 0.022 47,128,400 2.86 - 0.05 23,582,200 0.42 21,225,780 0.05 9,356,420 4.67 583,333 122,529,342 2.53 21,855,875 | The stock options outstanding as of March 31, 2022, have been separated into exercise prices, as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING Exercise price Stock options outstanding Weighted average remaining contractual life – years Stock options vested As of March 31, 2022 0.0011 46,762 46,762 0.05 23,582,200 4.75 18,278,005 23,628,962 4.75 18,324,767 |
SCHEDULE OF ACCELERATED AND UNVESTED OPTIONS | 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 (Director) 2,356,420 | |
SCHEDULE OF STOCK OPTIONS VALUATION METHOD | In determining the fair value of the options granted, the Company used the Black-Scholes option valuation method, with the following assumptions: SCHEDULE OF STOCK OPTIONS VALUATION METHOD Dividend yield (%) 0 % Risk-free interest rate (%) 0.07 3.20 % Expected term (years) 5 7 Volatility 164.84 174.46 % Share price (U.S. dollars) 0.015 0.020 Exercise price (U.S. dollars) 0.02 0.05 |
AGREEMENTS WITH INTELICANNA L_2
AGREEMENTS WITH INTELICANNA LTD (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Agreements With Intelicanna Ltd | |
SCHEDULE OF FAIR VALUE OF SHARES EXCHANGE AGREEMENT | SCHEDULE OF FAIR VALUE OF SHARES EXCHANGE AGREEMENT Derivative related to Intelicanna’s shares December 31, 2020 Common Stock price 0.83 Expected volatility 57.61 % Conversion price (U.S. dollars) 0.64 Expected term 3.1 Risk free rate 0.09 % Expected dividend yield 0 % Fair value of the derivative (U.S. dollars in thousands) 28 Derivative related to Citrine Global’s shares December 31, 2020 Common Stock price 0.046 Expected volatility 125.19 % Conversion price (U.S. dollars) 0.2 Expected term 3.1 Risk free rate 0.09 % Expected dividend yield 0 % Fair value of the derivative (U.S. dollars in thousands) (100 ) |
RELATED PARTIES (Tables)
RELATED PARTIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES | SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES 2022 2021 2022 2021 Nine months ended September 30 Three months ended September 30 2022 2021 2022 2021 U.S. dollars (in thousands) Research and development expenses: Directors compensation and fees to officers 81 24 26 - General and administrative expenses: Directors compensation and fees to officers (*) 791 1,225 444 1,042 (*) Share based compensation 349 872 305 872 General and administrative expenses 349 872 305 872 Financing expenses (income), net: Related to convertible loan terms (575 ) (1,034 ) (582 ) (237 ) CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) B. Balances with related parties: As of September 30, As of December 31, 2022 2021 U.S. dollars (in thousands) Current Assets: Short term loan granted to others 17 15 17 15 Current Liabilities: Short term loan 80 - Convertible notes - 1,431 Accounts payable 26 20 Accrued compensation 1,326 838 1,432 2,289 Non-current Liabilities: Convertible notes 1,704 - | SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES Year ended December 31 2021 2020 U.S. Dollars in thousands Research and development expenses: Fees to officers 48 - Other expenses 26 - 74 - General and administrative expenses: Directors compensation and fees to officers (*) 919 496 (*) Share based compensation 404 - Financing expenses , net: Financial expenses related to convertible loan 1,129 287 Interest on loan (**) - - (**) Less than 1 thousand CITRINE GLOBAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS B. Balances with related parties: As of December 31, 2021 2020 U.S. Dollars in thousands Current Assets: Short term loan 15 - Current Liabilities: Convertible notes 1,431 773 Accounts payable 20 312 Accrued compensation 838 - |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF COMPOSITION OF LOSS | SCHEDULE OF COMPOSITION OF LOSS Year ended December 31 2021 2020 U.S. Dollars in thousands U.S. 4,172 8,583 Israel 344 56 Total 4,516 8,639 |
SCHEDULE OF RECONCILIATION OF EFFECTIVE TAX RATE | SCHEDULE OF RECONCILIATION OF EFFECTIVE TAX RATE 2021 2020 Year ended December 31 2021 2020 U.S. Dollars in thousands Pretax loss 4,516 8,639 Federal tax rate 21 % 21 % Income tax benefit computed at the ordinary tax rate (948 ) (1,814 ) Non-deductible expenses 2 1 Stock-based compensation 96 1,559 Fair value adjustments 246 41 Tax in respect of differences in corporate tax rates (6 ) (1 ) Change in valuation allowance 610 214 Total Income tax - - |
SCHEDULE OF DEFERRED TAX ASSETS | SCHEDULE OF DEFERRED TAX ASSETS C 2021 2020 Year ended December 31 2021 2020 U.S. Dollars in thousands Composition of deferred tax assets: Non capital loss carry forwards 908 362 Other timing differences 64 - Valuation allowance (972 ) (362 ) Total deferred tax assets - - |
SCHEDULE OF ROLL FORWARD OF VALUATION ALLOWANCE | SCHEDULE OF ROLL FORWARD OF VALUATION ALLOWANCE U.S. Dollars in thousands Balance at January 1, 2020 2,041 Sale of subsidiary (1,893 ) Income tax expense 214 Balance at December 31, 2020 362 Income tax expense 610 Balance at December 31, 2021 972 |
LOSS PER ORDINARY SHARE (Tables
LOSS PER ORDINARY SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF BASIC AND DILUTED LOSS PER ORDINARY SHARE | SCHEDULE OF BASIC AND DILUTED LOSS PER ORDINARY SHARE Year ended December 31 2021 2020 Number of shares Weighted average number of shares of Common Stock outstanding attributable to ordinary shareholders 942,568,006 476,622,892 Total weighted average number of shares of Common Stock related to outstanding options, excluded from the calculations of diluted loss per share (*) 15,672,670 46,762 (*) The effect of the inclusion of options and convertible loans in 2021 and 2020 is anti-dilutive. |
EVENTS DURING THE PERIOD (Table
EVENTS DURING THE PERIOD (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||
SCHEDULE OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS | Fair value of the warrants immediately before the change: SCHEDULE OF FAIR VALUE OF WARRANT USING ASSUMPTIONS Fair value of the warrants A Warrant B Warrant Expected volatility (%) 150.5 % 158.7 % Risk-free interest rate (%) 0.04 % 0.08 % Expected dividend yield 0.0 % 0.0 % Contractual term (years) 0.18 1.18 Conversion price 0.26 0.31 Underlying share price (U.S. dollars) 0.07 0.07 Fair value (U.S. dollars in thousands) 3 121 Fair value of the warrants immediately after the change: Fair value of the warrants A Warrant B Warrant Expected volatility (%) 158.7 % 158.7 % Risk-free interest rate (%) 0.08 % 0.22 % Expected dividend yield 0.0 % 0.0 % Contractual term (years) 1.18 2.18 Conversion price 0.1 0.1 Underlying share price (U.S. dollars) 0.07 0.07 Fair value (U.S. dollars in thousands) 211 274 | |
Warrant [Member] | ||
Short-Term Debt [Line Items] | ||
SCHEDULE OF FAIR VALUE DATA AND ASSUMPTIONS OF WARRANTS | The following are the data and assumptions used: SCHEDULE OF FAIR VALUE DATA AND ASSUMPTIONS 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 warrants (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 warrants (U.S. dollars in thousands) 136 | |
Warrant One [Member] | ||
Short-Term Debt [Line Items] | ||
SCHEDULE OF FAIR VALUE DATA AND ASSUMPTIONS OF WARRANTS | The following are the data and assumptions used: SCHEDULE OF FAIR VALUE DATA AND ASSUMPTIONS OF WARRANTS Warrants A Dividend yield 0 % Risk-free interest rate 3.13 % Expected term (years) 2 Volatility 153.1 % Share price (U.S. dollars) 0.012 Exercise price (U.S. dollars) 0.05 Fair value of the warrants (U.S. dollars in thousands) 50 Warrants B Dividend yield 0 % Risk-free interest rate 3.14 % Expected term (years) 3 Volatility 148.6 % Share price (U.S. dollars) 0.012 Exercise price (U.S. dollars) 0.05 Fair value of the warrants (U.S. dollars in thousands) 64 | |
Warrant Two [Member] | ||
Short-Term Debt [Line Items] | ||
SCHEDULE OF FAIR VALUE DATA AND ASSUMPTIONS OF WARRANTS | The following are the data and assumptions used: SCHEDULE OF FAIR VALUE DATA AND ASSUMPTIONS OF WARRANTS Warrants A Dividend yield (%) 0 % Risk-free interest rate (%) 2.97 % Expected term (years) 5 Volatility 152.9 % Share price (U.S. dollars) 0.02 Exercise price (U.S. dollars) 0.05 Fair value of the warrants (U.S. dollars in thousands) 98 | |
Conversion Feature [Member] | ||
Short-Term Debt [Line Items] | ||
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: CITRINE GLOBAL, CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) SCHEDULE OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS January 5, 2022 September 30, 2022 Dividend yield (%) 0 % 0 % Risk-free interest rate (%) 0.65 % 4.06 % Expected term (years) 1.57 1.08 Volatility 154.86 % 123.94 % Share price (U.S. dollars) 0.025 0.021 Exercise price (U.S. dollars) 0.05 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 56 21 January 5, 2022 September 30, 2022 Dividend yield (%) 0 % 0 % Risk-free interest rate (%) 0.40 % 3.92 % Expected term (years) 0.99 0.25 Volatility 158 % 123.30 % Share price (U.S. dollars) 0.025 0.021 Exercise price (U.S. dollars) 0.05 0.05 Fair value of the conversion feature U.S. dollars in thousands) 40 2 | |
Fair Value Proportional Allocation [Member] | ||
Short-Term Debt [Line Items] | ||
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 | |
Conversion Feature One [Member] | ||
Short-Term Debt [Line Items] | ||
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 June 15, 2020 convertible loans April 1, 2021 convertible loans September 30, 2022 June 15, 2020 convertible loans April 1, 2021 convertible loans Dividend yield 0 % 0 % Risk-free interest rate 4.06 % 4.06 % Expected term (years) 1.08 1.08 Volatility 123.94 % 123.94 % Share price (U.S. dollars) 0.021 0.021 Exercise price (U.S. dollars) 0.05 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 173 40 June 15, 2020 convertible loans April 1, 2021 convertible loans September 30, 2022 June 15, 2020 convertible loans April 1, 2021 convertible loans Dividend yield 0 % 0 % Risk-free interest rate 3.92 % 3.92 % Expected term (years) 0.25 0.25 Volatility 123.3 % 123.3 % Debt instrument measurement input 123.3 % 123.3 % Share price (U.S. dollars) 0.021 0.021 Exercise price (U.S. dollars) 0.05 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 21 5 | |
Conversion Feature Two [Member] | ||
Short-Term Debt [Line Items] | ||
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 July 15, 2022 September 30, 2022 Dividend yield 0 % 0 % Risk-free interest rate 3.12 % 4.06 % Expected term (years) 1 1.08 Volatility 146.4 % 123.9 % Share price (U.S. dollars) 0.012 0.021 Exercise price (U.S. dollars) 0.05 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 6 13 July 15, 2022 September 30, 2022 Dividend yield 0 % 0 % Risk-free interest rate 2.86 % 3.92 % Expected term (years) 0.46 0.25 Volatility 125.9 % 123.3 % Share price (U.S. dollars) 0.012 0.021 Exercise price (U.S. dollars) 0.05 0.05 Fair value of the conversion feature (U.S. dollars in thousands) 1 1 | |
Fair Value Proportional Allocation One [Member] | ||
Short-Term Debt [Line Items] | ||
SCHEDULE OF FAIR VALUE OF DEBT | Based on the above, the fair value proportion allocation as of July 15, 2022 was as follows: SCHEDULE OF FAIR VALUE OF DEBT July 15, 2022 (US dollars in thousands) Conversion Component $ 4 Warrants 55 Convertible Notes 41 Total $ 100 |
SUMMARY OF DECONSOLIDATION OF A
SUMMARY OF DECONSOLIDATION OF A SUBSIDIARY (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 06, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 14 | ||
Working capital (excluding cash and cash equivalents), net (deficit) | (217) | ||
Long term assets | 156 | ||
Long term liabilities | (5) | ||
Total value of a subsidiary | (52) | ||
Proceeds from Divestiture of Businesses | |||
Gain from deconsolidation of a subsidiary | $ 52 | $ 52 |
GENERAL (Details Narrative)
GENERAL (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||||
Jun. 10, 2022 | Oct. 08, 2021 | Sep. 29, 2021 | Nov. 22, 2020 | Oct. 08, 2020 | Aug. 20, 2020 | Feb. 23, 2020 | Jan. 06, 2020 | Nov. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 09, 2021 | Aug. 04, 2020 | |
Property, Plant and Equipment [Line Items] | |||||||||||||
Proceeds from related party debt | $ 154 | ||||||||||||
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”). | 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”). | On October 8, 2020, the Board approved a reverse stock split of the Company’s authorized, issued and outstanding shares of Common Stock, at a ratio between 1-for-40 to 1-for-100, subject to the approval of the Company’s stockholders (the “Reverse Stock Split”). The final ratio of the Reverse Stock Split will be determined by the Board at a later date. | ||||||||||
Preferred stock shares undesignated | 50,000,000 | ||||||||||||
MajorityConsentingStockholdersMember | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Ownership percentage | 50% | 50% | |||||||||||
iBOT Israel Botanicals Ltd [Member] | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Noncontrolling interest, ownership percentage | 60% | 60% | |||||||||||
Proceeds from related party debt | $ 50 | ||||||||||||
Debt instrument, interest rate, effective Percentage | 12% | ||||||||||||
Debt discount rate | 25% | ||||||||||||
Pre-emption right descreiption | 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”) | ||||||||||||
iBOT Israel Botanicals Ltd [Member] | First Tranche [Member] | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Proceeds from related party debt | $ 15 | ||||||||||||
Traistman Radziejewski Fundacja Ltd. [Member] | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Percentage of shares sold | 90% | ||||||||||||
Capital stock description | definitive agreements were executed for the sale of 90% of the shares in Novomic Ltd. (“Novomic”) to Traistman Radziejewski Fundacja Ltd. (“TRF”), which was completed on May 14, 2020 (the “Novomic Divestment”), and for the issuance and sale of a 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. | ||||||||||||
Cannovation Center Israel Ltd [Member] | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Percentage of shares hold by certain shareholders | 60% | ||||||||||||
The Cannovation Center [Member] | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Percentage of shares hold by certain shareholders | 60% | ||||||||||||
Maximum [Member] | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Capital stock shares issued | 1,550,000,000 | ||||||||||||
Minimum [Member] | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Capital stock shares issued | 1,500,000,000 | ||||||||||||
AR Citrine Agreement [Member] | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Percentage of shares sold | 95% | ||||||||||||
AR Citrine Agreement [Member] | Second Tranche [Member] | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Percentage of shares sold | 95% | ||||||||||||
AR Citrine Agreement [Member] | Maximum [Member] | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Stock Issued During Period, Shares, New Issues | 893,699,276 | ||||||||||||
AR Citrine Agreement [Member] | Maximum [Member] | Initial Tranche [Member] | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Stock Issued During Period, Shares, New Issues | 452,063,196 |
SCHEDULE OF RATE OF DEPRECIATIO
SCHEDULE OF RATE OF DEPRECIATION OF PROPERTY PLANT AND EQUIPMENT (Details) | Dec. 31, 2021 |
Computer Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Rates of depreciation | 7% |
Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Rates of depreciation | 33% |
Land [Member] | |
Property, Plant and Equipment [Line Items] | |
Rates of depreciation |
SCHEDULE OF FINANCIAL ASSETS AN
SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total assets | $ 963 | $ 1,055 | $ 3,105 | |||
Fair Value, Inputs, Level 3 [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total Liabilities | 138 | $ 82 | $ 397 | 453 | ||
Fair Value, Recurring [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total assets | 687 | |||||
Total Liabilities | 138 | 453 | ||||
Fair Value, Recurring [Member] | Short Term Loan [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total assets | 165 | |||||
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 | 138 | 381 | ||||
Fair Value, Recurring [Member] | Fair Value of Forward Option [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total Liabilities | 72 | |||||
Fair Value, Recurring [Member] | Trading Securities [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total assets | 522 | |||||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total assets | ||||||
Total Liabilities | ||||||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Short Term Loan [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total assets | ||||||
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 1 [Member] | Fair Value of Forward Option [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] | Trading Securities [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total assets | ||||||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total assets | 522 | |||||
Total Liabilities | ||||||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Short Term Loan [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total assets | ||||||
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 2 [Member] | Fair Value of Forward Option [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] | Trading Securities [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total assets | 522 | |||||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total assets | 165 | |||||
Total Liabilities | 138 | 453 | ||||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Short Term Loan [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total assets | 165 | |||||
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 | $ 138 | 381 | ||||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value of Forward Option [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total Liabilities | 72 | |||||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Trading Securities [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total assets |
SCHEDULE OF CHANGES IN FAIR VAL
SCHEDULE OF CHANGES IN FAIR VALUE OF LIABILITIES (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Jan. 05, 2022 | Aug. 13, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | |||||||
Classification of embedded conversion feature from liability to equity | $ (162,000) | $ (670,224) | |||||
Fair Value, Inputs, Level 3 [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Assets, Outstanding balance | $ 165,000 | ||||||
Fair value of issued level 3 assets | 145,000 | ||||||
Interest and change in fair value of short-term loan measured at fair value | (1,000) | 20,000 | |||||
Proceeds from repayment of short term loan | (164,000) | ||||||
Assets, Outstanding balance | 165,000 | ||||||
Outstanding Beginning | $ 82,000 | $ 397,000 | 453,000 | ||||
Fair value of issued level 3 liability | 351,000 | ||||||
Initial recognition of convertible component as part of modification in note terms | 162,000 | ||||||
Initial recognition of convertible component as part of convertible notes issued | 55,000 | 48,000 | |||||
Changes in fair value | 1,000 | (315,000) | 187,000 | 115,000 | 102,000 | ||
Fair value of convertible component in additional convertible notes issued during the period | 116,000 | ||||||
Classification of embedded conversion feature from liability to equity | (670,000) | ||||||
Commitment for issuance of fixed number of ordinary shares | (14,000) | ||||||
Outstanding Ending | $ 138,000 | $ 82,000 | $ 397,000 | $ 453,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Restricted Cash | $ 10 | |
Debt Securities, Trading | $ 522 |
INVESTMENT VALUED UNDER THE M_2
INVESTMENT VALUED UNDER THE MEASUREMENT ALTERNATIVE (Details Narrative) - USD ($) $ in Thousands | Jun. 22, 2020 | Jun. 10, 2022 | Nov. 22, 2020 |
MajorityConsentingStockholdersMember | |||
Equity investment percentage | 50% | 50% | |
Nanomedic Technologies Ltd [Member] | Share Purchase Agreement [Member] | A-1 Preferred Shares [Member] | |||
Payments for purchase of preferred stock | $ 450 | ||
Proceeds from issuance of preferred stock | $ 2,200 | ||
Nanomedic Technologies Ltd [Member] | Share Purchase Agreement [Member] | A-1 Preferred Shares [Member] | MajorityConsentingStockholdersMember | |||
Equity investment percentage | 3.30% |
SCHEDULE OF PROPERTY PLANT AND
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 258 | $ 6 | |
Less - accumulated depreciation | (2) | ||
Total property and equipment, net | $ 229 | 256 | 6 |
Computers and Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 10 | 6 | |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 248 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) ₪ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 USD ($) | Dec. 31, 2021 ILS (₪) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Depreciation | $ 2 | $ 1 | ||
The Cannovation Center [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Payments to Acquire Land | $ 221 | ₪ 688 | ||
Agreement description | Under the Agreement, Cannovation committed to build and develop the Green Vision Center in accordance with the time frames, terms and conditions of the Agreement. Typically, the initial time frame for completing the development is four (4) years, subject to extensions that the ILA may approve. Upon completion of the development within the time frames and other requirements specified in the Agreement, Cannovation will be entitled, subject to Israeli law, to long term lease agreement (49 years) to the Land (equivalent to ownership rights as most of the land in Israel is government owned and when marketed usually the developers are granted with development/long lease rights). | Under the Agreement, Cannovation committed to build and develop the Green Vision Center in accordance with the time frames, terms and conditions of the Agreement. Typically, the initial time frame for completing the development is four (4) years, subject to extensions that the ILA may approve. Upon completion of the development within the time frames and other requirements specified in the Agreement, Cannovation will be entitled, subject to Israeli law, to long term lease agreement (49 years) to the Land (equivalent to ownership rights as most of the land in Israel is government owned and when marketed usually the developers are granted with development/long lease rights). | ||
Land | $ 27 | $ 27 |
SCHEDULE OF FAIR VALUE OF CONVE
SCHEDULE OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS (Details) | 9 Months Ended | 12 Months Ended | ||||||||||||
Jul. 15, 2022 USD ($) $ / shares | Feb. 15, 2022 USD ($) shares | Jan. 05, 2022 USD ($) $ / shares | Dec. 29, 2021 USD ($) | Aug. 13, 2021 USD ($) $ / shares | Jun. 24, 2021 USD ($) $ / shares | Apr. 01, 2021 USD ($) $ / shares | Jun. 15, 2020 USD ($) $ / shares | Jun. 12, 2020 USD ($) $ / shares | Sep. 30, 2022 USD ($) $ / shares | Dec. 31, 2020 USD ($) $ / shares | Feb. 08, 2022 ft² | Dec. 31, 2021 USD ($) | ||
Short-Term Debt [Line Items] | ||||||||||||||
Risk-free interest rate (%) | 1.29% | |||||||||||||
Expected dividend yield | 0% | 0% | ||||||||||||
Contractual term (years) | 5 years | |||||||||||||
Convertible notes amount | $ | $ 773,000 | $ 1,431,000 | ||||||||||||
Fair value of the conversion feature (U.S. dollars in thousands) | $ | $ 519,000 | |||||||||||||
Area Of Land | ft² | 11,687 | |||||||||||||
Service Agreement [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Monthly payment | $ | $ 5,000 | |||||||||||||
Company issued restricted shares | shares | 600,000 | |||||||||||||
Service Agreement [Member] | Consultant [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Company issued restricted shares | shares | 1,800,000 | |||||||||||||
Conversion Feature [Member] | Scenario One [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Fair value of the conversion feature (U.S. dollars in thousands) | $ | $ 56,000 | $ 21,000 | ||||||||||||
Conversion Feature [Member] | Scenario One [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument measurement input | 0 | 0 | ||||||||||||
Conversion Feature [Member] | Scenario One [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument measurement input | 0.65 | 4.06 | ||||||||||||
Conversion Feature [Member] | Scenario One [Member] | Measurement Input, Expected Term [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Contractual term (years) | 1 year 6 months 25 days | 1 year 29 days | ||||||||||||
Conversion Feature [Member] | Scenario One [Member] | Measurement Input, Option Volatility [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument measurement input | 154.86 | 123.94 | ||||||||||||
Conversion Feature [Member] | Scenario One [Member] | Measurement Input, Share Price [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Share price (U.S. dollars) | $ / shares | $ 0.025 | $ 0.021 | ||||||||||||
Conversion Feature [Member] | Scenario One [Member] | Measurement Input, Exercise Price [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument measurement input | $ / shares | 0.05 | 0.05 | ||||||||||||
Conversion Feature [Member] | Scenario Two [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Fair value of the conversion feature (U.S. dollars in thousands) | $ | $ 40,000 | $ 2,000 | ||||||||||||
Conversion Feature [Member] | Scenario Two [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument measurement input | 0 | 0 | ||||||||||||
Conversion Feature [Member] | Scenario Two [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument measurement input | 0.40 | 3.92 | ||||||||||||
Conversion Feature [Member] | Scenario Two [Member] | Measurement Input, Expected Term [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Contractual term (years) | 11 months 26 days | 3 months | ||||||||||||
Conversion Feature [Member] | Scenario Two [Member] | Measurement Input, Option Volatility [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument measurement input | 158 | 123.30 | ||||||||||||
Conversion Feature [Member] | Scenario Two [Member] | Measurement Input, Share Price [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Share price (U.S. dollars) | $ / shares | $ 0.025 | $ 0.021 | ||||||||||||
Conversion Feature [Member] | Scenario Two [Member] | Measurement Input, Exercise Price [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument measurement input | $ / shares | 0.05 | 0.05 | ||||||||||||
Conversion Feature One [Member] | Scenario One [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Fair value of the conversion feature (U.S. dollars in thousands) | $ | $ 40,000 | $ 173,000 | ||||||||||||
Conversion Feature One [Member] | Scenario One [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument measurement input | 0 | 0 | ||||||||||||
Conversion Feature One [Member] | Scenario One [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument measurement input | 4.06 | 4.06 | ||||||||||||
Conversion Feature One [Member] | Scenario One [Member] | Measurement Input, Expected Term [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Contractual term (years) | 1 year 29 days | 1 year 29 days | ||||||||||||
Conversion Feature One [Member] | Scenario One [Member] | Measurement Input, Option Volatility [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument measurement input | 123.94 | 123.94 | ||||||||||||
Conversion Feature One [Member] | Scenario One [Member] | Measurement Input, Share Price [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Share price (U.S. dollars) | $ / shares | $ 0.021 | $ 0.021 | ||||||||||||
Conversion Feature One [Member] | Scenario One [Member] | Measurement Input, Exercise Price [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument measurement input | 0.05 | 0.05 | ||||||||||||
Conversion Feature One [Member] | Scenario Two [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Fair value of the conversion feature (U.S. dollars in thousands) | $ | $ 5,000 | $ 21,000 | ||||||||||||
Conversion Feature One [Member] | Scenario Two [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument measurement input | 0 | 0 | ||||||||||||
Conversion Feature One [Member] | Scenario Two [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument measurement input | 3.92 | 3.92 | ||||||||||||
Conversion Feature One [Member] | Scenario Two [Member] | Measurement Input, Expected Term [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Contractual term (years) | 3 months | 3 months | ||||||||||||
Conversion Feature One [Member] | Scenario Two [Member] | Measurement Input, Option Volatility [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument measurement input | 123.3 | 123.3 | ||||||||||||
Conversion Feature One [Member] | Scenario Two [Member] | Measurement Input, Share Price [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Share price (U.S. dollars) | $ / shares | $ 0.021 | $ 0.021 | ||||||||||||
Conversion Feature One [Member] | Scenario Two [Member] | Measurement Input, Exercise Price [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument measurement input | 0.05 | 0.05 | ||||||||||||
Conversion Feature Two [Member] | Scenario One [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Fair value of the conversion feature (U.S. dollars in thousands) | $ | $ 6,000 | $ 13,000 | ||||||||||||
Conversion Feature Two [Member] | Scenario One [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument measurement input | 0 | 0 | ||||||||||||
Conversion Feature Two [Member] | Scenario One [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument measurement input | 3.12 | 4.06 | ||||||||||||
Conversion Feature Two [Member] | Scenario One [Member] | Measurement Input, Expected Term [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Contractual term (years) | 1 year | 1 year 29 days | ||||||||||||
Conversion Feature Two [Member] | Scenario One [Member] | Measurement Input, Option Volatility [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument measurement input | 146.4 | 123.9 | ||||||||||||
Conversion Feature Two [Member] | Scenario One [Member] | Measurement Input, Share Price [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Share price (U.S. dollars) | $ / shares | $ 0.012 | $ 0.021 | ||||||||||||
Conversion Feature Two [Member] | Scenario One [Member] | Measurement Input, Exercise Price [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument measurement input | 0.05 | 0.05 | ||||||||||||
Conversion Feature Two [Member] | Scenario Two [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Fair value of the conversion feature (U.S. dollars in thousands) | $ | $ 1,000 | $ 1,000 | ||||||||||||
Conversion Feature Two [Member] | Scenario Two [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument measurement input | 0 | 0 | ||||||||||||
Conversion Feature Two [Member] | Scenario Two [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument measurement input | 2.86 | 3.92 | ||||||||||||
Conversion Feature Two [Member] | Scenario Two [Member] | Measurement Input, Expected Term [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Contractual term (years) | 5 months 15 days | 3 months | ||||||||||||
Conversion Feature Two [Member] | Scenario Two [Member] | Measurement Input, Option Volatility [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument measurement input | 125.9 | 123.3 | ||||||||||||
Conversion Feature Two [Member] | Scenario Two [Member] | Measurement Input, Share Price [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Share price (U.S. dollars) | $ / shares | $ 0.012 | $ 0.021 | ||||||||||||
Conversion Feature Two [Member] | Scenario Two [Member] | Measurement Input, Exercise Price [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument measurement input | $ / shares | 0.05 | 0.05 | ||||||||||||
Loan One [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Expected volatility (%) | 149.04% | 164.43% | ||||||||||||
Risk-free interest rate (%) | 0.05% | 0.10% | ||||||||||||
Expected dividend yield | 0% | 0% | ||||||||||||
Contractual term (years) | 4 months 2 days | 1 year 6 months | 11 months 12 days | |||||||||||
Conversion price | $ / shares | [1] | |||||||||||||
Share price (U.S. dollars) | $ / shares | $ 0.05 | $ 0.045 | ||||||||||||
Convertible notes amount | $ | $ 1,312,000 | $ 1,275,000 | ||||||||||||
Fair value of the conversion feature (U.S. dollars in thousands) | $ | $ 379,000 | $ 381,000 | ||||||||||||
Conversion price percentage | 85% | |||||||||||||
Loan Two [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Expected volatility (%) | 151.48% | 156.80% | ||||||||||||
Risk-free interest rate (%) | 0.13% | 0.17% | ||||||||||||
Expected dividend yield | 0% | 0% | ||||||||||||
Contractual term (years) | 1 year 4 months 9 days | |||||||||||||
Conversion price | $ / shares | [2] | |||||||||||||
Share price (U.S. dollars) | $ / shares | $ 0.05 | $ 0.3 | ||||||||||||
Convertible notes amount | $ | $ 397,000 | $ 397,000 | ||||||||||||
Fair value of the conversion feature (U.S. dollars in thousands) | $ | $ 115,000 | $ 117,000 | ||||||||||||
Conversion price percentage | 85% | |||||||||||||
Black-Scholes Option-Pricing Model [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Expected volatility (%) | 65.69% | 164.43% | ||||||||||||
Risk-free interest rate (%) | 0.18% | 0.10% | ||||||||||||
Expected dividend yield | 0% | 0% | ||||||||||||
Contractual term (years) | 1 year 6 months | 11 months 12 days | ||||||||||||
Conversion price | $ / shares | [3] | |||||||||||||
Share price (U.S. dollars) | $ / shares | $ 0.21 | $ 0.045 | ||||||||||||
Convertible notes amount | $ | $ 1,275,000 | $ 1,275,000 | ||||||||||||
Fair value of the conversion feature (U.S. dollars in thousands) | $ | $ 285,000 | $ 381,000 | ||||||||||||
Conversion price percentage | 85% | 85% | ||||||||||||
[1]the conversion price is 85 85 85 |
SCHEDULE OF FAIR VALUE OF CON_2
SCHEDULE OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS (Details) (Parenthetical) | Dec. 31, 2020 | Jun. 12, 2020 |
Black-Scholes Option-Pricing Model [Member] | ||
Credit Derivatives [Line Items] | ||
Conversion price percentage | 85% | 85% |
SUMMARY OF WARRANTS (Details)
SUMMARY OF WARRANTS (Details) | Dec. 31, 2021 $ / shares |
Measurement Input, Share Price [Member] | Warrant A [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Common Stock price | $ 0.21 |
Measurement Input, Share Price [Member] | Warrant B [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Common Stock price | $ 0.21 |
Measurement Input, Price Volatility [Member] | Warrant A [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Expected dividend yield | 65.31 |
Measurement Input, Price Volatility [Member] | Warrant B [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Expected dividend yield | 68.73 |
Measurement Input, Expected Term [Member] | Warrant A [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value assumption, warrant contractual term (years) | 1 year |
Measurement Input, Expected Term [Member] | Warrant B [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value assumption, warrant contractual term (years) | 2 years |
Measurement Input, Risk Free Interest Rate [Member] | Warrant A [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Expected dividend yield | 0.17 |
Measurement Input, Risk Free Interest Rate [Member] | Warrant B [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Expected dividend yield | 0.19 |
Measurement Input, Expected Dividend Rate [Member] | Warrant A [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Expected dividend yield | 0 |
Measurement Input, Expected Dividend Rate [Member] | Warrant B [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Expected dividend yield | 0 |
SCHEDULE OF FAIR VALUE OF WARRA
SCHEDULE OF FAIR VALUE OF WARRANT USING ASSUMPTIONS (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Dec. 29, 2021 | Jun. 24, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Risk-free interest rate (%) | 1.29% | |||
Expected dividend yield | 0% | 0% | ||
Contractual term (years) | 5 years | |||
Fair value (U.S. dollars in thousands) | $ 519 | |||
A Warrant [Member] | Citrine 8 L P [Member] | ||||
Expected volatility (%) | 156.80% | |||
Risk-free interest rate (%) | 0.37% | |||
Expected dividend yield | 0% | |||
Contractual term (years) | 2 years 6 months | |||
Conversion price | $ 0.1 | |||
Underlying share price (U.S. dollars) | $ 0.03 | |||
Fair value (U.S. dollars in thousands) | $ 184 | |||
B Warrant [Member] | Citrine 8 L P [Member] | ||||
Expected volatility (%) | 156.80% | |||
Risk-free interest rate (%) | 0.59% | |||
Expected dividend yield | 0% | |||
Contractual term (years) | 3 years 6 months | |||
Conversion price | $ 0.1 | |||
Underlying share price (U.S. dollars) | $ 0.03 | |||
Fair value (U.S. dollars in thousands) | $ 220 | |||
Before the Change [Member] | A Warrant [Member] | ||||
Expected volatility (%) | 150.50% | |||
Risk-free interest rate (%) | 0.04% | |||
Expected dividend yield | 0% | |||
Contractual term (years) | 2 months 4 days | |||
Conversion price | $ 0.26 | |||
Underlying share price (U.S. dollars) | $ 0.07 | |||
Fair value (U.S. dollars in thousands) | $ 3 | |||
Before the Change [Member] | B Warrant [Member] | ||||
Expected volatility (%) | 158.70% | |||
Risk-free interest rate (%) | 0.08% | |||
Expected dividend yield | 0% | |||
Contractual term (years) | 1 year 2 months 4 days | |||
Conversion price | $ 0.31 | |||
Underlying share price (U.S. dollars) | $ 0.07 | |||
Fair value (U.S. dollars in thousands) | $ 121 | |||
After The Change [Member] | A Warrant [Member] | ||||
Expected volatility (%) | 158.70% | |||
Risk-free interest rate (%) | 0.08% | |||
Expected dividend yield | 0% | |||
Contractual term (years) | 1 year 2 months 4 days | |||
Conversion price | $ 0.1 | |||
Underlying share price (U.S. dollars) | $ 0.07 | |||
Fair value (U.S. dollars in thousands) | $ 211 | |||
After The Change [Member] | B Warrant [Member] | ||||
Expected volatility (%) | 158.70% | |||
Risk-free interest rate (%) | 0.22% | |||
Expected dividend yield | 0% | |||
Contractual term (years) | 2 years 2 months 4 days | |||
Conversion price | $ 0.1 | |||
Underlying share price (U.S. dollars) | $ 0.07 | |||
Fair value (U.S. dollars in thousands) | $ 274 |
SCHEDULE OF FAIR VALUE OF OPTIO
SCHEDULE OF FAIR VALUE OF OPTION USING ASSUMPTIONS (Details) - USD ($) | 9 Months Ended | |||||
Dec. 29, 2021 | Jun. 24, 2021 | Sep. 30, 2022 | Jul. 15, 2022 | Jan. 05, 2022 | ||
Risk-free interest rate (%) | 1.29% | |||||
Expected dividend yield | 0% | 0% | ||||
Convertible notes amount | $ 350,000 | |||||
Fair value of the conversion feature (US dollars) | $ 308,000 | $ 93,000 | $ 154,000 | |||
Citrine 8 L P [Member] | Monte Carlo Simulation Model [Member] | ||||||
Expected volatility (%) | 156.80% | |||||
Risk-free interest rate (%) | 0.17% | |||||
Expected dividend yield | 0% | |||||
Debt Securities, Available-for-Sale, Term | 1 year 6 months | |||||
Conversion price | [1] | |||||
Underlying share price (US dollars) | 0.03 | |||||
Convertible notes amount | $ 397 | |||||
Fair value of the conversion feature (US dollars) | $ 117 | |||||
[1]the conversion price is 85% of the share price, during the period of 5 days preceding the conversion date. |
SCHEDULE OF FAIR VALUE OF DEBT
SCHEDULE OF FAIR VALUE OF DEBT (Details) - USD ($) $ in Thousands | Jul. 15, 2022 | Jan. 05, 2022 | Jun. 24, 2021 |
Short-Term Debt [Line Items] | |||
Total | $ 350 | ||
Conversion Component [Member] | |||
Short-Term Debt [Line Items] | |||
Total | $ 4 | $ 48 | 117 |
Warrants [Member] | |||
Short-Term Debt [Line Items] | |||
Total | 55 | 100 | 172 |
Convertible Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Total | 41 | 32 | $ 61 |
Fair Value Proportional Allocation [Member] | |||
Short-Term Debt [Line Items] | |||
Total | $ 180 | ||
Fair Value Proportional Allocation One [Member] | |||
Short-Term Debt [Line Items] | |||
Total | $ 100 |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) - USD ($) | 12 Months Ended | ||||||||||||
Aug. 09, 2022 | Jan. 05, 2022 | Aug. 13, 2021 | Jun. 24, 2021 | Apr. 12, 2021 | Jun. 12, 2020 | Apr. 02, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Jul. 15, 2022 | Apr. 19, 2020 | Apr. 01, 2020 | |
Short-Term Debt [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9% | ||||||||||||
Fair value of warrant issued | $ 301,665,000 | ||||||||||||
Convertible notes | $ 138,000 | $ 580,000 | |||||||||||
Gain (Loss) on Extinguishment of Debt | (620,000) | ||||||||||||
Proceeds from Loans | $ 180,000 | ||||||||||||
Fair Value Adjustment of Warrants | $ 354,000 | $ 404,000 | |||||||||||
Convertible Debt, Fair Value Disclosures | $ 154,000 | 308,000 | $ 93,000 | ||||||||||
Debt maturity date | Jul. 31, 2023 | ||||||||||||
Proceeds from investment | $ 5,000,000 | ||||||||||||
Conversion price | $ 162,000 | $ 670,224 | |||||||||||
Other Short-Term Borrowings | $ 670,000 | ||||||||||||
Warrant A [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 5,589,172 | ||||||||||||
Warrant B [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 5,589,172 | ||||||||||||
Common Stock [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 11,178,344 | ||||||||||||
CL Agreement [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9% | ||||||||||||
Notes payable | $ 1,000,000 | $ 170,000 | |||||||||||
Description on agreement terms | the CL Agreement was amended (hereafter “Amendment”) to provide that for each draw down made by the Company under the CL Agreement, the Buyer shall be entitled to receive two types of warrants: A warrants and B warrants, with the A warrants exercisable at any time between 6 and 12 months after issuance for an exercise price per share equal to 1.25 times the average of the closing prices of the 3 trading days preceding the draw down, and the B warrants exercisable at any time between 6 and 24 months after issuance for an exercise price per share equal to 1.5 times the average of the closing prices of the 5 trading days preceding the draw down, and that the number of each of the A warrants and the B warrants issued will be equal to the draw down amount divided by the average of the closing prices of the 3 trading days preceding the draw down, and that these amended terms will apply in respect of all draw downs, including drawdowns made prior to the date of the amendment. | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 5,589,172 | ||||||||||||
Proceeds from investment | $ 5,000,000 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.05 | $ 0.05 | $ 0.05 | ||||||||||
Gain (Loss) on Extinguishment of Debt | 620,000 | ||||||||||||
Related Party Costs | $ 361,000 | ||||||||||||
Fair Value Adjustment of Warrants | $ 98,000 | ||||||||||||
Principal amount | $ 1,520,000 | ||||||||||||
Debt maturity date | Jul. 31, 2023 | ||||||||||||
Conversion price per share | $ 0.05 | $ 0.10 | |||||||||||
Debt Instrument, Description | the holders of the Outstanding CL Notes to honor draw down notice for balance of remainder of the $1,800 thousands originally committed to under the CL Agreement (i.e., $280 thousands) through March 31, 2022. | ||||||||||||
CL Agreement [Member] | Minimum [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Proceeds from investment | $ 5,000,000 | ||||||||||||
CL Agreement [Member] | Warrant B [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.10 | ||||||||||||
Buyer [Member] | CL Agreement [Member] | Notes [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 1,800,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6% | ||||||||||||
Conversion price percentage | 85% | ||||||||||||
Discount percentage | 15% | ||||||||||||
Debt Instrument, Maturity Date, Description | each Note will mature 18 months following the payment date. | ||||||||||||
Citrine 8 L P [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Proceeds from Loans | $ 350,000 | ||||||||||||
Citrine 8 L P [Member] | A Warrant [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Warrants for shares of common stock | 10,500,105 | ||||||||||||
Citrine 8 L P [Member] | B Warrant [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Warrants for shares of common stock | 10,500,105 | ||||||||||||
Citrine 8 L P [Member] | Warrant [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.10 | ||||||||||||
Warrants maturity date | Dec. 24, 2023 |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||
Jun. 10, 2022 | Nov. 22, 2020 | Nov. 12, 2020 | Nov. 11, 2020 | Oct. 08, 2020 | Mar. 05, 2020 | Feb. 23, 2020 | Jan. 29, 2020 | Mar. 31, 2020 | Feb. 29, 2020 | Sep. 30, 2022 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 08, 2020 | ||
Class of Stock [Line Items] | ||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Fair value of shares issued | 28,222,082 | |||||||||||||||
Fair value of service | $ 9,158 | |||||||||||||||
Reverse stock split | 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”). | 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”). | On October 8, 2020, the Board approved a reverse stock split of the Company’s authorized, issued and outstanding shares of Common Stock, at a ratio between 1-for-40 to 1-for-100, subject to the approval of the Company’s stockholders (the “Reverse Stock Split”). The final ratio of the Reverse Stock Split will be determined by the Board at a later date. | |||||||||||||
Investors [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||||||
Legal Advisor [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Fair value of shares issued | 13,222,082 | 15,000,000 | ||||||||||||||
Fair value of service | $ 4,785 | |||||||||||||||
Share-Based Payment Arrangement, Expense | $ 1,034 | 3,751 | ||||||||||||||
Chief Financial Officer [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Fair value of shares issued | 1,411,104 | 1,411,104 | ||||||||||||||
Fair value of service | 155 | |||||||||||||||
AR Citrine Agreement [Member] | Maximum [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of common stock shares issued | 893,699,276 | |||||||||||||||
Agreement [Member] | Legal Advisor [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Fair value of service | $ 4,218 | |||||||||||||||
Share-Based Payment Arrangement, Expense | $ 703 | $ 3,515 | ||||||||||||||
Common Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Conversion of Stock, Shares Issued | 10,344,828 | |||||||||||||||
Number of common stock shares issued | 445,702,721 | 535,867 | 864,997,122 | |||||||||||||
Fair value of shares issued | 600,000 | 29,633,186 | ||||||||||||||
Fair value of service | [1] | $ 3 | ||||||||||||||
Common Stock [Member] | Investors [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of common stock shares issued | 432,996,555 | 432,996,555 | ||||||||||||||
Undesignated Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | (50,000,000) | |||||||||||||||
Redeemable Convertible Series A Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Conversion of Stock, Shares Converted | 10,344,828 | |||||||||||||||
[1]Represents an amount less than $1,000. |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Dec. 29, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Weighted Average Exercise Price, Granted | $ 0.022 | |||
Employees and Directors [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Number of Options outstanding, beginning balance | 23,628,962 | 46,762 | 521,065 | |
Weighted Average Exercise Price outstanding, beginning balance | $ 0.05 | $ 0.0011 | $ 0.0011 | |
Number of Options, Granted | 98,900,380 | 23,582,200 | ||
Weighted Average Exercise Price, Granted | $ 0.021 | $ 0.05 | ||
Number of Options, Exercised | ||||
Weighted Average Exercise Price, Exercised | ||||
Number of Options, Forfeited or expired | (474,303) | |||
Weighted Average Exercise Price, Forfeited or expired | $ 0.0011 | |||
Number of Options, outstanding, ending balance | 122,529,342 | 23,628,962 | 46,762 | |
Weighted Average Exercise Price, ending balance | $ 0.026 | $ 0.05 | $ 0.0011 | |
Options exercisable, ending balance | 21,855,875 | 15,672,670 | ||
Weighted Average Exercise Price, Options exercisable, ending balance | $ 0.05 | $ 0.05 | ||
Number of Options, Forfeited or expired | 474,303 |
SCHEDULE OF STOCK OPTIONS OUTST
SCHEDULE OF STOCK OPTIONS OUTSTANDING (Details) - $ / shares | 3 Months Ended | 9 Months Ended |
Mar. 31, 2022 | Sep. 30, 2022 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock options outstanding | 23,628,962 | 122,529,342 |
Stock options vested | 18,324,767 | 21,855,875 |
Weighted average remaining contractual life | 4 years 9 months | 2 years 6 months 10 days |
Exercise Price One [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 0.0011 | $ 0.0011 |
Stock options outstanding | 46,762 | 46,762 |
Stock options vested | 46,762 | 46,762 |
Weighted average remaining contractual life | 2 years 10 months 9 days | |
Exercise Price Two [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 0.05 | $ 0.02 |
Stock options outstanding | 23,582,200 | 42,415,560 |
Stock options vested | 18,278,005 | |
Weighted average remaining contractual life | 4 years 9 months | 2 years 10 months 9 days |
Exercise Price 3 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 0.022 | |
Stock options outstanding | 47,128,400 | |
Stock options vested | ||
Weighted average remaining contractual life | 5 months 1 day | |
Exercise Price 4 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 0.05 | |
Stock options outstanding | 23,582,200 | |
Stock options vested | 21,225,780 | |
Weighted average remaining contractual life | 4 years 8 months 1 day | |
Exercise Price 5 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 0.05 | |
Stock options outstanding | 9,356,420 | |
Stock options vested | 583,333 |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Aug. 09, 2022 | Jun. 08, 2022 | May 31, 2022 | Dec. 29, 2021 | Aug. 15, 2021 | Nov. 11, 2020 | Sep. 30, 2022 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Stock option exercise price | $ 0.05 | |||||||||||
Risk free rate | 1.29% | |||||||||||
Volatility factor | 152.10% | |||||||||||
Dividend yields | 0% | 0% | ||||||||||
Expected life | 5 years | |||||||||||
Fair value of option granted per share | $ 0.022 | |||||||||||
Fair value of option granted | $ 519 | |||||||||||
Share based compensation expenses | $ 402 | $ 456 | ||||||||||
Remaining expense from stock based compensation | $ 63 | |||||||||||
Weighted average period for recognition | 6 months | |||||||||||
Options outstanding and exercisable, intrinsic value | $ 1 | |||||||||||
Shares issued for services | 28,222,082 | |||||||||||
General and Administrative Expense [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Stock based compensation | $ 335 | $ 402 | ||||||||||
Common Stock [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Shares issued for services | 600,000 | 29,633,186 | ||||||||||
Two Thousand Eighteen Plan [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Option to purchase common stock | 2,356,420 | |||||||||||
Shares issued for services | 7,000,000 | |||||||||||
Weighted average exercise price, exercised | $ 0.05 | $ 0.05 | ||||||||||
Vesting period term | 3 years | |||||||||||
Two Thousand And Eighteen Plan [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Number of shares reserved for issuance | 90,000,000 | |||||||||||
Weighted average exercise price, exercised | $ 0.02 | |||||||||||
Vesting period term | 3 years | |||||||||||
Two Thousand And Eighteen Plan [Member] | Common Stock [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Number of shares reserved for issuance | 180,000,000 | |||||||||||
David Kretzmer [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Option to purchase common stock | 9,425,680 | |||||||||||
Ilanit Halperin [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Option to purchase common stock | 9,425,680 | |||||||||||
Doron Birger [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Option to purchase common stock | 2,365,420 | |||||||||||
Chief Financial Officer [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Shares issued for services | 1,411,104 | 1,411,104 | ||||||||||
Chief Executive Officer [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Weighted average exercise price, exercised | $ 0.022 | |||||||||||
Vesting period term | 5 years | |||||||||||
2018 Stock Incentive Plan [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Number of shares reserved for issuance | 90,000,000 | |||||||||||
Share-Based Payment Arrangement, Option [Member] | Two Thousand Eighteen Plan [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Shares issued for services | 1,166,667 |
SCHEDULE OF FAIR VALUE OF SHARE
SCHEDULE OF FAIR VALUE OF SHARES EXCHANGE AGREEMENT (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2020 USD ($) $ / shares | |
Derivative Related to Intelicanna's Shares [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value of the derivative | $ | $ 28 |
Derivative Related to Citrine Global's Shares [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value of the derivative | $ | $ (100) |
Measurement Input, Share Price [Member] | Derivative Related to Intelicanna's Shares [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Common stock price, shares | $ / shares | $ 0.83 |
Measurement Input, Share Price [Member] | Derivative Related to Citrine Global's Shares [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Common stock price, shares | $ / shares | $ 0.046 |
Measurement Input, Price Volatility [Member] | Derivative Related to Intelicanna's Shares [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value of shares, measurement input, percentage | 57.61 |
Measurement Input, Price Volatility [Member] | Derivative Related to Citrine Global's Shares [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value of shares, measurement input, percentage | 125.19 |
Conversion Price (U.S. Dollars) [Member] | Derivative Related to Intelicanna's Shares [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value of shares, measurement input, percentage | 0.64 |
Measurement Input, Expected Term [Member] | Derivative Related to Intelicanna's Shares [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value assumption, shares contractual term (years) | 3 months 3 days |
Measurement Input, Expected Term [Member] | Derivative Related to Citrine Global's Shares [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value assumption, shares contractual term (years) | 3 months 3 days |
Measurement Input, Risk Free Interest Rate [Member] | Derivative Related to Intelicanna's Shares [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value of shares, measurement input, percentage | 0.09 |
Measurement Input, Risk Free Interest Rate [Member] | Derivative Related to Citrine Global's Shares [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value of shares, measurement input, percentage | 0.09 |
Measurement Input, Expected Dividend Rate [Member] | Derivative Related to Intelicanna's Shares [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value of shares, measurement input, percentage | 0 |
Measurement Input, Expected Dividend Rate [Member] | Derivative Related to Citrine Global's Shares [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value of shares, measurement input, percentage | 0 |
Measurement Input, Conversion Price [Member] | Derivative Related to Citrine Global's Shares [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value of shares, measurement input, percentage | 0.2 |
AGREEMENTS WITH INTELICANNA L_3
AGREEMENTS WITH INTELICANNA LTD (Details Narrative) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Aug. 09, 2021 USD ($) shares | Nov. 12, 2020 shares | Sep. 17, 2020 USD ($) shares | Jul. 09, 2020 USD ($) | Jul. 09, 2020 ILS (₪) | Jun. 25, 2020 USD ($) | Jun. 25, 2020 ILS (₪) | May 31, 2020 | Sep. 30, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Dec. 31, 2021 ILS (₪) | Dec. 31, 2020 USD ($) shares | Jan. 05, 2022 | ||
Number of shares issued, value | $ | $ 177 | |||||||||||||
Debt instrument started percentage | 9% | |||||||||||||
Gross Profit | $ | $ (2) | |||||||||||||
Intelicanna Ltd. [Member] | ||||||||||||||
Debt instrument started percentage | 12% | 12% | ||||||||||||
Repaid loan amount | $ 14 | ₪ 46,000 | ||||||||||||
Common Stock [Member] | ||||||||||||||
Number of ordinary shares exchanged | 2,143,470 | |||||||||||||
Issuance of shares, shares | 445,702,721 | 535,867 | 864,997,122 | |||||||||||
Number of shares issued, value | $ | [1] | $ 86 | ||||||||||||
Agreement [Member] | Intelicanna Ltd. [Member] | ||||||||||||||
Cash in direct financing for working capital purposes | $ 290 | ₪ 1,000,000 | ||||||||||||
Debt instrument started percentage | 6% | 6% | ||||||||||||
Agreements [Member] | Intelicanna Ltd. [Member] | ||||||||||||||
Gross Profit | $ 600 | ₪ 2,000,000 | ||||||||||||
Intelicanna Ltd. [Member] | ||||||||||||||
Number of ordinary shares exchanged | 2,143,470 | |||||||||||||
Fair value of change in traded securities | $ | $ 50 | |||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 619,589 | |||||||||||||
Aggregate gross proceeds of ordinary shares | 1,261,000 | |||||||||||||
Sale of Stock, Consideration Received on Transaction | $ | $ 389 | |||||||||||||
Intelicanna Ltd. [Member] | Common Stock [Member] | ||||||||||||||
Issuance of shares, shares | 619,589 | |||||||||||||
Intelicanna Ltd. [Member] | Share Exchange Agreement [Member] | ||||||||||||||
Description on agreement terms | The Share Exchange Agreement provides that (i) the number of shares each party issues to the other will be calculated by dividing $500 thousand by the volume weighted average price (VWAP) of the issuing party’s shares in the three trading days preceding the signing of the agreement, (ii) the issuance by Intelicanna will take place upon, and subject to, receipt of approval from the Tel Aviv Stock Exchange, and the issuance by the Company will follow immediately thereafter, and (iii) the parties may not sell the shares within the first six months after issuance, and thereafter the parties may sell the shares issued to them if the shares become registered through a prospectus approved by the relevant securities authority, or under an exemption provided by applicable securities law, subject to a limit on the number of shares either party may sell per day. The Agreement for future Issuance of Shares provides that a fall in a share price of a party, not exceeding 20%, measured six months after issuance of shares by both parties pursuant the Share Exchange Agreement, will be offset by the issuance of additional shares to the other party to bring up to $500 thousand the total value of the shares issued to the other party. On August 15, 2021, the Company’s board of directors determined that it is required to issue to Intelicanna 619,589 shares of the Company’s common stock and has authorized the issuance of such shares to Intelicanna. As of December 31, 2021, the common stock have not been issued yet. As such, the Company recorded an additional $14 thousands to be issued to Intellicanna. | |||||||||||||
Intelicanna Ltd. [Member] | Services Agreement [Member] | ||||||||||||||
Description on agreement terms | the Company and the Israeli Subsidiary entered into an agreement to grant Intelicanna Ltd. (“Intelicanna”) New Israeli Shekel (“NIS”) 1 million in cash (approximately $290 thousand) in direct financing for working capital purposes. The financing will bear 6% annual interest, and Intelicanna will make additional payments equal to 6% of its gross revenues from the date the financing was received and until the date Intelicanna’s aggregate gross revenues reach NIS 2 million (approximately $600 thousand).If the total of the 6% interest plus the additional payments would result in a return of less than 12% per year to the Company, the interest would be increased to bring the total return to 12%. Every three months Intelicanna must pay the interest, and after 12 months, it must repay the capital, plus the total of the additional payments due, plus any outstanding interest, and it must pay interest of 2% per month on any late payments, provided, however, that until the foregoing obligations are paid in full, Intelicanna must pay 50% of its gross revenues to the Company upon receipt. If Intelicanna does not pay all amounts due within 18 months, it shall, at the Company’s option, issue to the Company a number of its shares equal to NIS 1.5 million (approximately $0.45 million) divided by the lower of (i) volume weighted average price (VWAP) of the three trading days prior to the lapse of the 18 months, and (ii) VWAP of the three trading days prior to the signing of the financing agreement. | the Company and the Israeli Subsidiary entered into an agreement to grant Intelicanna Ltd. (“Intelicanna”) New Israeli Shekel (“NIS”) 1 million in cash (approximately $290 thousand) in direct financing for working capital purposes. The financing will bear 6% annual interest, and Intelicanna will make additional payments equal to 6% of its gross revenues from the date the financing was received and until the date Intelicanna’s aggregate gross revenues reach NIS 2 million (approximately $600 thousand).If the total of the 6% interest plus the additional payments would result in a return of less than 12% per year to the Company, the interest would be increased to bring the total return to 12%. Every three months Intelicanna must pay the interest, and after 12 months, it must repay the capital, plus the total of the additional payments due, plus any outstanding interest, and it must pay interest of 2% per month on any late payments, provided, however, that until the foregoing obligations are paid in full, Intelicanna must pay 50% of its gross revenues to the Company upon receipt. If Intelicanna does not pay all amounts due within 18 months, it shall, at the Company’s option, issue to the Company a number of its shares equal to NIS 1.5 million (approximately $0.45 million) divided by the lower of (i) volume weighted average price (VWAP) of the three trading days prior to the lapse of the 18 months, and (ii) VWAP of the three trading days prior to the signing of the financing agreement. | ||||||||||||
Repaid loan amount | $ 145 | ₪ 500,000 | $ 450 | ₪ 1,500,000 | ||||||||||
Citrine Global Israel Ltd. [Member] | Services Agreement [Member] | ||||||||||||||
Description on agreement terms | the Israeli Subsidiary entered into a services agreement with Intelicanna to provide business development and consulting services to Intelicanna, including assistance with raising financing (the “Services Agreement”) (references in this paragraph to the Company include the Israeli Subsidiary). The terms of the Services Agreement include: (1) the Company will, for a period of 18 months, assist Intelicanna to raise up to NIS 15 million for Intelicanna’s working capital purposes, whether through issuance of convertible securities or any other means; all sums raised must be approved in advance by the Company, and in accordance with a business plan presented to the Company from time to time; the Company will have no obligation under the Services Agreement to invest in Intelicanna, and no liability if its efforts to source financing for Intelicanna are unsuccessful; (2) in the event Intelicanna raises funds through assistance from the Company, the Company will be entitled to (i) cash consideration equal to 5% of any amount raised, whether directly from the Company, or from any of its affiliates or any unrelated third party, and (ii) options to acquire a number of shares of Intelicanna equal to 5% of the amount raised divided by the Exercise Price; the “Exercise Price” will be the price per share at which the amount was raised, or if it was not raised through issuance of shares, the price per share at which Intelicanna last raised funds through issuance of shares; and (3) for one or more periods of at least 90 days, each time at Intelicanna’s request which the Company may accept or decline at its discretion, the Company will provide business development and strategy-building services, including: consulting on strategy and business plan; assistance defining financing needs; helping identify ways to develop potential sources of finance; and ongoing consulting support to Intelicanna’s management team and board. Intelicanna will pay the Company a fee of NIS 2,500 per day for such services. | the Israeli Subsidiary entered into a services agreement with Intelicanna to provide business development and consulting services to Intelicanna, including assistance with raising financing (the “Services Agreement”) (references in this paragraph to the Company include the Israeli Subsidiary). The terms of the Services Agreement include: (1) the Company will, for a period of 18 months, assist Intelicanna to raise up to NIS 15 million for Intelicanna’s working capital purposes, whether through issuance of convertible securities or any other means; all sums raised must be approved in advance by the Company, and in accordance with a business plan presented to the Company from time to time; the Company will have no obligation under the Services Agreement to invest in Intelicanna, and no liability if its efforts to source financing for Intelicanna are unsuccessful; (2) in the event Intelicanna raises funds through assistance from the Company, the Company will be entitled to (i) cash consideration equal to 5% of any amount raised, whether directly from the Company, or from any of its affiliates or any unrelated third party, and (ii) options to acquire a number of shares of Intelicanna equal to 5% of the amount raised divided by the Exercise Price; the “Exercise Price” will be the price per share at which the amount was raised, or if it was not raised through issuance of shares, the price per share at which Intelicanna last raised funds through issuance of shares; and (3) for one or more periods of at least 90 days, each time at Intelicanna’s request which the Company may accept or decline at its discretion, the Company will provide business development and strategy-building services, including: consulting on strategy and business plan; assistance defining financing needs; helping identify ways to develop potential sources of finance; and ongoing consulting support to Intelicanna’s management team and board. Intelicanna will pay the Company a fee of NIS 2,500 per day for such services. | ||||||||||||
Number of shares issued, value | ₪ | ₪ 15,000,000 | |||||||||||||
Fee for service rendered | ₪ | ₪ 2,500 | |||||||||||||
[1]Represents an amount less than $1,000. |
SCHEDULE OF TRANSACTIONS AND BA
SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Related Party Transaction [Line Items] | |||||||
Share base compensation | $ 402 | $ 456 | |||||
Directors compensation and fees to officers | $ 27 | $ 57 | 83 | 123 | 96 | 17 | |
Financial expenses related to convertible loan | (582) | (237) | (575) | (1,034) | (333) | ||
Short term loan granted to others | 17 | 17 | 15 | ||||
Convertible notes | 1,431 | 773 | |||||
Accounts payable | 20 | 312 | |||||
Accrued compensation | 838 | ||||||
Related to convertible loan terms | 582 | 237 | 575 | 1,034 | 333 | ||
Current Assets | 284 | 284 | 349 | 2,649 | |||
Short term loan | 80 | 80 | |||||
Convertible notes | 773 | ||||||
Current Liabilities | 1,618 | 1,618 | 1,064 | 1,702 | |||
Convertible notes | 1,704 | 1,704 | 1,431 | ||||
Current Assets [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Short term loan granted to others | 17 | 17 | 15 | ||||
Current Assets | 17 | 17 | 15 | ||||
Current Liabilities [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Accrued compensation | 1,326 | 1,326 | 838 | ||||
Short term loan | 80 | 80 | |||||
Convertible notes | 1,431 | ||||||
Accounts payable | 26 | 26 | 20 | ||||
Current Liabilities | 1,432 | 1,432 | 2,289 | ||||
Non Current Liabilities [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Convertible notes | 1,704 | 1,704 | |||||
Related Party [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Directors compensation and fees to officers | 74 | ||||||
Interest on loan | [1] | ||||||
Research and Development Expense [Member] | Directors Compensation and Fees to Officers [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Directors compensation and fees to officers | 26 | 81 | 24 | ||||
Research and Development Expense [Member] | Related Party [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Fees to officers | 48 | ||||||
Other expenses | 26 | ||||||
General and Administrative Expense [Member] | Directors Compensation and Fees to Officers [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
General and administrative expenses | 444 | 1,042 | 791 | 1,225 | |||
General and Administrative Expense [Member] | Share Based Compensation [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
General and administrative expenses | 305 | 872 | 349 | 872 | |||
General and Administrative Expense [Member] | Related Party [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Share base compensation | 404 | ||||||
Directors compensation and fees to officers | 919 | 496 | |||||
Financial expenses related to convertible loan | 1,129 | 287 | |||||
Related to convertible loan terms | $ (1,129) | $ (287) | |||||
Financing Expenses [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Financial expenses related to convertible loan | 582 | 237 | 575 | 1,034 | |||
Related to convertible loan terms | $ (582) | $ (237) | $ (575) | $ (1,034) | |||
[1]Less |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||
Oct. 08, 2021 | Sep. 29, 2021 | Aug. 15, 2021 | Feb. 28, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 09, 2022 | Jun. 10, 2022 | Aug. 09, 2021 | Mar. 31, 2021 | Nov. 22, 2020 | May 31, 2020 | Feb. 29, 2020 | |
Related Party Transaction [Line Items] | |||||||||||||
Award bonus percentage description | (2.00%) | ||||||||||||
Proceeds from related party debt | $ 154,000 | ||||||||||||
MajorityConsentingStockholdersMember | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Equity investment percentage | 50% | 50% | |||||||||||
iBOT Israel Botanicals Ltd [Member] | MajorityConsentingStockholdersMember | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Equity investment percentage | 60% | ||||||||||||
Ilan BenIshay [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Investment | $ 1,800,000 | ||||||||||||
Related party fee | $ 2 | $ 4 | |||||||||||
IBOT [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Advances to a reated party | $ 50,000 | ||||||||||||
Maturity date description | 12 month maturity date | ||||||||||||
Annual interest rate | 12% | ||||||||||||
Discount rate | 25% | ||||||||||||
Proceeds from related party debt | $ 15,000 | ||||||||||||
Elharar Soffer [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Advances to a reated party | $ 20,000 | ||||||||||||
Award bonus percentage description | 1,000% | ||||||||||||
Ora Elharar Soffer [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Investment | $ 1,800,000 | ||||||||||||
Ms Elharar Soffer [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Compensation earned | 499,000 | 210,000 | |||||||||||
Mr BenIshay [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Compensation earned | 86 | 34 | |||||||||||
Ms Halperin [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Advances to a reated party | $ 4,000 | ||||||||||||
Investment | 1,800,000 | ||||||||||||
Compensation earned | 171,000 | $ 66,000 | $ 7,000 | ||||||||||
Chief Financial Officer [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Advances to a reated party | $ 4,000 | ||||||||||||
David Kretzmer [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Advances to a reated party | $ 7,000 | ||||||||||||
Investment | $ 1,800,000 | ||||||||||||
Compensation earned | $ 82,000 | ||||||||||||
Compensation description | the board of directors of Cannovation determined to adjust the compensation of David Kretzmer, a director at Cannovation, to $2 thousands per month, in each case retroactive to July 1, 2021. These amounts would be paid at such time as Cannovation shall become due and payable from, and such time as Cannovation shall have, available funds therefor and as part of the operating budget for a minimum period of 18 months. | ||||||||||||
Mr. David Kretzmers [Member] | Maximum [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Services fee reduced | $ 7,000 | ||||||||||||
Mr. David Kretzmers [Member] | Minimum [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Services fee reduced | 1,500 | ||||||||||||
Mr. David Kretzmers [Member] | Cannovation Center Israel Ltd [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Monthly fee for service | $ 2,000 |
SCHEDULE OF COMPOSITION OF LOSS
SCHEDULE OF COMPOSITION OF LOSS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Total | $ 4,516 | $ 8,639 |
UNITED STATES | ||
Total | 4,172 | 8,583 |
ISRAEL | ||
Total | $ 344 | $ 56 |
SCHEDULE OF RECONCILIATION OF E
SCHEDULE OF RECONCILIATION OF EFFECTIVE TAX RATE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Pretax loss | $ 4,516 | $ 8,639 |
Federal tax rate | 21% | 21% |
Income tax benefit computed at the ordinary tax rate | $ (948) | $ (1,814) |
Non-deductible expenses | 2 | 1 |
Stock-based compensation | 96 | 1,559 |
Fair value adjustments | 246 | 41 |
Tax in respect of differences in corporate tax rates | (6) | (1) |
Change in valuation allowance | 610 | 214 |
Total Income tax |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | |||
Non capital loss carry forwards | $ 908 | $ 362 | |
Other timing differences | 64 | ||
Valuation allowance | (972) | (362) | $ (2,041) |
Total deferred tax assets |
SCHEDULE OF ROLL FORWARD OF VAL
SCHEDULE OF ROLL FORWARD OF VALUATION ALLOWANCE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Balance | $ 362 | $ 2,041 |
Sale of subsidiary | (1,893) | |
Income tax expense | 610 | 214 |
Balance | $ 972 | $ 362 |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 3,954 | $ 337 |
Corporate Tax Rate [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Corporate tax rate | 23% | |
Statutory Rate [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Corporate tax rate | 21% |
SCHEDULE OF BASIC AND DILUTED L
SCHEDULE OF BASIC AND DILUTED LOSS PER ORDINARY SHARE (Details) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Earnings Per Share [Abstract] | |||||||
Weighted average number of shares of Common Stock outstanding attributable to ordinary shareholders | 943,000,129 | 942,568,006 | 942,713,630 | 942,568,006 | 942,568,006 | 476,622,892 | |
Total weighted average number of shares of Common Stock related to outstanding options, excluded from the calculations of diluted loss per share | [1] | 15,672,670 | 46,762 | ||||
[1]The effect of the inclusion of options and convertible loans in 2021 and 2020 is anti-dilutive. |
SCHEDULE OF ACCELERATED AND UNV
SCHEDULE OF ACCELERATED AND UNVESTED OPTIONS (Details) | Aug. 09, 2022 shares |
Ora Elharar Soffer [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Accelerated and unvested options | 47,128,400 |
Ilanit Halperin [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Accelerated and unvested options | 18,851,360 |
Ilan BenIshay [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Accelerated and unvested options | 18,851,360 |
Doron Birger [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Accelerated and unvested options | 2,356,420 |
David Kretzmer [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Accelerated and unvested options | 2,356,420 |
SCHEDULE OF STOCK OPTIONS VALUA
SCHEDULE OF STOCK OPTIONS VALUATION METHOD (Details) - $ / shares | 9 Months Ended | |
Dec. 29, 2021 | Sep. 30, 2022 | |
Dividend yield | 0% | 0% |
Risk-free interest rate | 0.07% | |
Risk-free interest rate | 3.20% | |
Expected term (years) | 5 years | |
Volatility | 164.84% | |
Volatility | 174.46% | |
Minimum [Member] | ||
Expected term (years) | 5 years | |
Share price (U.S. dollars) | $ 0.015 | |
Exercise price | $ 0.02 | |
Maximum [Member] | ||
Expected term (years) | 7 years | |
Share price (U.S. dollars) | $ 0.020 | |
Exercise price | $ 0.05 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||
Nov. 14, 2022 USD ($) | Mar. 30, 2022 | Jan. 05, 2022 USD ($) $ / shares shares | Sep. 29, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Feb. 08, 2022 ft² | |
Subsequent Event [Line Items] | |||||||
Proceeds from Loans | $ 180 | ||||||
Proceeds from Contributed Capital | $ 5,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 9% | ||||||
Area of Land | ft² | 11,687 | ||||||
Proceeds from related party | $ 154 | ||||||
iBOT Israel Botanicals Ltd [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Proceeds from related party | $ 50 | ||||||
Series B Warrant [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Warrant exercise price | $ / shares | $ 0.05 | ||||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Proceeds from Loans | $ 180 | ||||||
Proceeds from Contributed Capital | $ 5,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 9% | ||||||
Area of Land | ft² | 11,687 | ||||||
Bonus description | the Company Board determined to allot the Bonus referred to in Note 9G as follows: 65% of such bonus amounts were allocated to the Company’s Chief Executive Officer, 25% to the Company’s Chief Financial Officer and 5% to one of the directors | ||||||
Subsequent Event [Member] | iBOT Israel Botanicals Ltd [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Proceeds from related party | $ 1,000 | ||||||
Pecentage for change in control in issuance | 51% | ||||||
Subsequent Event [Member] | Convertible Note Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Warrant exercise price | $ / shares | $ 0.05 | ||||||
Conversion price per share | $ / shares | $ 0.05 | ||||||
Subsequent Event [Member] | Series A Warrant [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Warrant outstanding | shares | 6,666,667 | ||||||
Subsequent Event [Member] | Series B Warrant [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Warrant outstanding | shares | 6,666,667 | ||||||
Warrant exercise price | $ / shares | $ 0.05 |
SCHEDULE OF FAIR VALUE DATA AND
SCHEDULE OF FAIR VALUE DATA AND ASSUMPTIONS OF WARRANTS (Details) $ / shares in Units, $ in Thousands | Sep. 30, 2022 USD ($) $ / shares |
Warrant A [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Fair value of the warrants (U.S. dollars in thousands) | $ | $ 119 |
Warrant A [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Volatility | 0 |
Warrant A [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Volatility | 0.96 |
Warrant A [Member] | Measurement Input, Expected Term [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected term (years) | 2 years 6 months |
Warrant A [Member] | Measurement Input, Option Volatility [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Volatility | 159.70 |
Warrant A [Member] | Measurement Input, Share Price [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Share price (U.S. dollars) | $ / shares | $ 0.025 |
Warrant A [Member] | Measurement Input, Exercise Price [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Volatility | 0.05 |
Warrant B [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Fair value of the warrants (U.S. dollars in thousands) | $ | $ 136 |
Warrant B [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Volatility | 0 |
Warrant B [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Volatility | 1.18 |
Warrant B [Member] | Measurement Input, Expected Term [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected term (years) | 3 years 6 months |
Warrant B [Member] | Measurement Input, Option Volatility [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Volatility | 159.70 |
Warrant B [Member] | Measurement Input, Share Price [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Share price (U.S. dollars) | $ / shares | $ 0.025 |
Warrant B [Member] | Measurement Input, Exercise Price [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Volatility | 0.05 |
Warrant A One [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Fair value of the warrants (U.S. dollars in thousands) | $ | $ 50 |
Warrant A One [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Volatility | 0 |
Warrant A One [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Volatility | 3.13 |
Warrant A One [Member] | Measurement Input, Expected Term [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected term (years) | 2 years |
Warrant A One [Member] | Measurement Input, Option Volatility [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Volatility | 153.1 |
Warrant A One [Member] | Measurement Input, Share Price [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Share price (U.S. dollars) | $ / shares | $ 0.012 |
Warrant A One [Member] | Measurement Input, Exercise Price [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Volatility | 0.05 |
Warrant B One [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Fair value of the warrants (U.S. dollars in thousands) | $ | $ 64 |
Warrant B One [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Volatility | 0 |
Warrant B One [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Volatility | 3.14 |
Warrant B One [Member] | Measurement Input, Expected Term [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected term (years) | 3 years |
Warrant B One [Member] | Measurement Input, Option Volatility [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Volatility | 148.6 |
Warrant B One [Member] | Measurement Input, Share Price [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Share price (U.S. dollars) | $ / shares | $ 0.012 |
Warrant B One [Member] | Measurement Input, Exercise Price [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Volatility | 0.05 |
Warrant A Two [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Fair value of the warrants (U.S. dollars in thousands) | $ | $ 98 |
Warrant A Two [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Volatility | 0 |
Warrant A Two [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Volatility | 2.97 |
Warrant A Two [Member] | Measurement Input, Expected Term [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected term (years) | 5 years |
Warrant A Two [Member] | Measurement Input, Option Volatility [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Volatility | 152.9 |
Warrant A Two [Member] | Measurement Input, Share Price [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Share price (U.S. dollars) | $ / shares | $ 0.02 |
Warrant A Two [Member] | Measurement Input, Exercise Price [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Volatility | 0.05 |
EVENTS DURING THE PERIOD (Detai
EVENTS DURING THE PERIOD (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2022 | Aug. 09, 2022 | Jan. 05, 2022 | Aug. 13, 2021 | Jun. 24, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 15, 2022 | |
Proceeds from Loans | $ 180,000 | ||||||||
Maturity date | Jul. 31, 2023 | ||||||||
Proceeds from Contributed Capital | $ 5,000,000 | ||||||||
Convertible debt | 9% | ||||||||
Proceeds from convertible loan | $ 350,000 | $ 1,170,000 | |||||||
Fair value of the convertible component | $ 51,000 | ||||||||
Fair value of warrants | $ 354,000 | $ 404,000 | |||||||
Fair value of conversion feature | $ 154,000 | $ 308,000 | $ 93,000 | ||||||
Convertible, beneficial conversion feature | $ 162,000 | $ 670,224 | |||||||
Citrine S A L Hi Tech 7 L P [Member] | Lender [Member] | |||||||||
Maturity date | Dec. 15, 2022 | ||||||||
Convertible debt | 12% | 12% | |||||||
Debt instrument principal value | $ 80,000 | $ 80,000 | |||||||
CL Agreement [Member] | |||||||||
Maturity date | Jul. 31, 2023 | ||||||||
Convertible debt | 9% | ||||||||
Common Stock price | $ 0.05 | $ 0.05 | $ 0.05 | ||||||
Fair value of warrants | $ 98,000 | ||||||||
Debt principal and accrued interest | $ 1,800,000 | ||||||||
Convertible, conversion price | $ 0.05 | $ 0.10 | |||||||
Convertible debt | $ 1,170,000 | $ 100,000 | |||||||
Warrants shares of common stock | 5,589,172 | ||||||||
Debt instrument principal value | $ 1,520,000 | ||||||||
Scenario Two [Member] | |||||||||
Proceeds from convertible loan | 5,000,000 | ||||||||
Scenario Two [Member] | Conversion Feature [Member] | |||||||||
Fair value of the convertible component | 12,000 | ||||||||
Scenario Two [Member] | Conversion Feature One [Member] | |||||||||
Fair value of conversion feature | 23,000 | 23,000 | |||||||
Scenario Two [Member] | Conversion Feature Two [Member] | |||||||||
Fair value of the convertible component | 7,000 | ||||||||
Scenario One [Member] | Conversion Feature [Member] | |||||||||
Fair value of the convertible component | 48,000 | ||||||||
Scenario One [Member] | Conversion Feature One [Member] | |||||||||
Fair value of conversion feature | $ 97,000 | 97,000 | |||||||
Scenario One [Member] | Conversion Feature Two [Member] | |||||||||
Fair value of the convertible component | 4,000 | ||||||||
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 A Warrant [Member] | CL Agreement [Member] | |||||||||
Warrants shares of common stock | 8,333,333 | ||||||||
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 | ||||||||
Common Stock price | $ 0.05 | ||||||||
Series B Warrant [Member] | CL Agreement [Member] | |||||||||
Warrants shares of common stock | 8,333,333 | ||||||||
Warrant [Member] | |||||||||
Fair value of warrants | 255,000 | ||||||||
Warrant One [Member] | |||||||||
Fair value of warrants | $ 115,000 |