UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

MARK ONE

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the Quarterly Period ended ~~September~~June 30, ~~2023~~2024; or

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from ________ to ________

Commission file number 000-55680

CITRINE GLOBAL, CORP

(Exact name of registrant as specified in its charter)

Delaware		68-0080601
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

5 Golden Beach, Ceasarea Israel		3088900
5 Golden Beach, Caesarea Israel		3088900
(Address of principal executive offices)		Zip Code

+ (972) 9 855 1422

(Registrant’s telephone number, including area code)

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

Title of each class Trading Symbol(s) Name of each exchange on which registered ~~N/A~~Common ~~N/A~~CTGL ~~N/A~~OTC

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

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

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐☒ Smaller reporting company ☒ Emerging growth company ☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November~~June 1430th, ~~2023~~2024, ~~there~~There were ~~outstanding 965~~1,~~704~~044,~~039~~074,409 shares of the registrant’s common stock outstanding as of June 30th, ~~par~~2024, and ~~value~~1,234,185,009 ~~$0.0001~~as of ~~per~~September ~~share~~3, 2025.

CITRINE GLOBAL, CORP

Form 10-Q

~~September~~June 30, ~~2023~~2024

	Page
PART I — FINANCIAL INFORMATION
Item 1 – Unaudited Condensed Consolidated Financial Statements	3
Condensed Consolidated Balance Sheets – September 30, 2023 (unaudited) and December 31, 2022	5
Condensed Consolidated Balance Sheets – June 30, 2024 (unaudited) and December 31, 2023	4
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022 (unaudited)	6
Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023 (unaudited)	5
Condensed Consolidated Statement of Changes in Stockholders’ Equity (deficit) for the three and nine months ended September 30, 2023 and 2022 (unaudited)	7
Condensed Consolidated Statement of Changes in Stockholders’ Equity (deficit) for the three and six months ended June 30, 2024 and 2023 (unaudited)	6
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 (unaudited)	9
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 (unaudited)	8
Notes to Unaudited Condensed Consolidated Financial Statements	109
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	2518
Item 3 – Quantitative and Qualitative Disclosures About Market Risk	3430
Item 4 – Controls and Procedures	3430
PART II — OTHER INFORMATION	3531
Item 1 – Legal Proceedings	3531
Item 1A – Risk Factors	3531
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	3531
Item 3 – Defaults upon Senior Securities	3531
Item 4 – Mine Safety Disclosures	3531
Item 5 – Other Information	3531
Item 6 – Exhibits	3531
Exhibit Index	3531
SIGNATURES	3632

CITRINE GLOBAL, CORP.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF ~~SEPTEMBER~~JUNE 30, ~~2023~~2024

CITRINE GLOBAL, CORP.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2023

U.S. DOLLARS IN THOUSANDS

TABLE OF CONTENTS

	Page
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
Condensed consolidated balance sheets as of September 30, 2023 (unaudited), and December 31, 2022	5
Condensed consolidated balance sheets as of June 30, 2024 (unaudited), and December 31, 2023	4
Condensed consolidated statements of operations and comprehensive loss for nine and three months ended September 30, 2023 and 2022 (unaudited)	6
Condensed consolidated statements of operations and comprehensive loss for six and three months ended June 30, 2024 and 2023 (unaudited)	5
Condensed consolidated statements of stockholders’ deficit for the nine and three months period ended September 30, 2023 and 2022 (unaudited)	7
Condensed consolidated statements of stockholders’ deficit for the six and three months period ended June 30, 2024 and 2023 (unaudited)	6
Condensed consolidated statements of cash flows for the nine months ended September 30, 2023 and 2022 (unaudited)	9
Condensed consolidated statements of cash flows for the six months ended June 30, 2024 and 2023 (unaudited)	8
Notes to unaudited condensed consolidated financial statements	109 - 2417

CITRINE GLOBAL, CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands, except share and per share data)

	September 30,			December 31,
	June 30,			December 31,
	2023			2022
	2024			2023
A s s e t s		(Unaudited)
	(Unaudited)
Assets
Current Assets
Cash and cash equivalents		583			777
Prepaid expenses		~~326~~106			88236
Other current assets		1619			2015
Total Current assets		~~400~~128			~~185~~258
Non-current assets
Investments valued under the measurement alternative		1,~~179~~263			~~894~~2,010
Property and equipment, net		~~211~~210			~~230~~218
Total non-current assets		1,~~390~~473			12,~~124~~228
T o t a l assets		1,790			1,309
Total assets		1,601			2,486
Liabilities and Stockholders’ Deficit
Current liabilities
Short term loans		-222			82182
Credit facility		172			-
Accounts payable		22			18
Accounts payable and accrued expenses		487			247
Accounts payable - related parties		204			180
Accrued compensation		1,749			1,476
Accounts payable		204			180
Total current liabilities		2,408			1,805
Accrued compensation – related parties		2,175			1,898
Other current liabilities		485			441
Total current liabilities		3,108			2,719
Non-current liability
Non-current liability
Convertible component in convertible notes – related parties		-			40
Convertible component in convertible notes		51			161
Convertible notes – related parties		2,260			2,202
Convertible notes		2,020			1,814
Total liabilities		5,368			4,961
T o t a l liabilities		4,479			3,780
Stockholders’ Deficit
Common stock, par value $0.0001 per share, 1,500,000,000 shares authorized at September 30, 2023 and December 31, 2022; 965,704,039 and 943,703,873 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively		96			94
Common stock, par value $0.0001 per share, 1,500,000,000 shares authorized at June 30, 2024 and December 31, 2023; 1,044,074,409 and 973,704,039 shares issued and outstanding at June 30, 2024 and December 31, 2023		104			97
Additional paid-in capital		2526,~~067~~945			2325,~~248~~359
Stock to be issued		5551			~~474~~1,458
Accumulated deficit		(2831,~~051~~009	)		(2629,~~402~~507	)
Accumulated other comprehensive income		~~144~~142			~~115~~118
T o t a l stockholders’ deficit		(2,689	)		(2,471	)
Total stockholders’ deficit		(3,767	)		(2,475	)
T o t a l liabilities and stockholders’ deficit		1,790			1,309
Total liabilities and stockholders’ deficit		1,601			2,486

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

CITRINE GLOBAL, CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(U.S. dollars in thousands, except share and per share data)

	Nine months ended						Three months ended
	Six months ended						Three months ended
	September 30						September 30
	June 30						June 30
	2023			2022			2023			2022
	2024			2023			2024			2023
	(Unaudited)						(Unaudited)
Research and development expenses		~~(84~~-	)		(8357	)		~~(27~~-	)		(2728	)
Marketing, general and administrative expenses		(1,521	)		(1,234	)		(497	)		(565	)
Marketing, general and administrative expenses – related parties		(455	)		(728	)		(222	)		(334	)
Operating loss		(1,605	)		(1,317	)		(524	)		(592	)
Marketing, general and administrative expenses		(212	)		(296	)		(42	)		(201	)
Operating loss		(667	)		(1,081	)		(264	)		(563	)
Financing expenses, net:
Income (expenses) related to convertible loan terms		(282	)		(575	)		75			(582	)
Expenses related to convertible loan terms – related parties		(34	)		(429	)		(24	)		(100	)
Other financing income (expenses), net		238			(19	)		328			(2	)
Fair value measurement of the IBOT options		(747	)		-			(932	)		-
Financing income (expenses), net		(44	)		(594	)		403			(584	)
Other financing expenses, net		(54	)		(18	)		(30	)		(13	)
Net loss attributable to common stockholders		(1,649	)		(1,911	)		(121	)		(1,176	)
Financing expenses, net		(835	)		(447	)		(986	)		(113	)
Net loss attributable to common stockholders		(1,502	)		(1,528	)		(1,250	)		(676	)
Loss per common stock (basic and diluted)		- *			- *			- *			- *
Basic weighted average number of shares of common stock outstanding		~~959~~1,~~483~~021,~~061~~648,686			~~942~~956,~~713~~404,~~630~~305			~~965~~1,~~540~~044,~~180~~074,406			~~943~~960,~~000~~039,~~129~~479
Comprehensive loss:
Net loss		(1,~~649~~502	)		(1,~~911~~528	)		(~~121~~1,250	)		(~~1,176~~676	)
Other comprehensive income attributable to foreign currency translation		2924			816			1315			6
Comprehensive loss		(1,~~620~~478	)		(1,~~903~~512	)		(~~108~~1,235	)		(~~1,170~~670	)

*	Represents an amount less than $0.01 per common stock.

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

CITRINE GLOBAL, CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(U.S. dollars in thousands, except share and per share data)

	Common stock				Additional paid-in		Stock to be			Accumulated			Accumulated other comprehensive		Total stockholders’
	Stock		Amount		capital		issued			deficit			income		deficit
BALANCE AT DECEMBER 31, 2022		943,703,873		94		23,248		474			(26,402	)		115		(2,471	)
BALANCE AT DECEMBER 31, 2023		973,704,039		97		25,359		1,458			(29,507	)		118		(2,475	)
CHANGES DURING THE PERIOD OF THREE MONTHS ENDED MARCH 31, 2023:
CHANGES DURING THE PERIOD OF THREE MONTHS ENDED MARCH 31, 2024:
Issuance of shares under share purchase agreement (note 4)		9,259,250		1		443		(444	)		-			-		-
Issuance of shares under share purchase agreement		70,370,370		7		1,400		(1,407	)		-			-		-
Issuance of shares for credit facility		3,232,016		- *		123		-			-			-		123
Share based compensation to service providers
Share based compensation to service providers		283,900		- *		- *		4			-			-		4
Share based compensation		-		-		91		-			-			-		91
Warrants issued in connection with convertible notes		-		-		268		-			-			-		268
Other comprehensive income		-		-		-		-			-			9		9
Share based compensation		-		-		269		-			-			-		269
Net loss for the period		-		-		-		-			(252	)		-		(252	)
Other comprehensive income		-		-		-		-			-			10		10
BALANCE AT MARCH 31, 2024 (unaudited)		1,044,074,409		104		26,850		51			(29,759	)		127		(2,627	)
Net loss for the period		-		-		-		-			(852	)		-		(852	)
Share based compensation		-		-		82		-			-			-		82
BALANCE AT MARCH 31, 2023 (unaudited)		956,479,039		95		24,351		34			(27,254	)		125		(2,649	)
Convertible component in convertible notes classified as equity						13										13
Issuance of shares for services		9,000,000		1		332		-			-			-		333
Other comprehensive income		-		-		-		-			-			15		15
Share based compensation to service providers		-		-		-		5			-			-		5
Net loss for the period		-		-		-		-			(1,250	)		-		(1,250	)
Share based compensation		-		-		209		-			-			-		209
BALANCE AT JUNE 30, 2024 (unaudited)		1,044,074,409		104		26,945		51			(31,009	)		142		(3,767	)
Other comprehensive income		-		-		-		-			-			6		6
Net loss for the period		-		-		-		-			(676	)		-		(676	)
BALANCE AT JUNE 30, 2023 (unaudited)		965,479,039		96		24,892		39			(27,930	)		131		(2,772	)
Balance		965,479,039		96		24,892		39			(27,930	)		131		(2,772	)
Issuance of shares for services		225,000		- *		9		(5	)		-			-		4
Share based compensation to service providers		-		-		-		21			-			-		21
Share based compensation		-		-		166		-			-			-		166
Other comprehensive income		-		-		-		-			-			13		13
Net loss for the period		-		-		-		-			(121	)		-		(121	)
BALANCE AT SEPTEMBER 30, 2023 (unaudited)		965,704,039		96		25,067		55			(28,051	)		144		(2,689	)
Balance		965,704,039		96		25,067		55			(28,051	)		144		(2,689	)

* Represents amount less than $1 thousand

CITRINE GLOBAL, CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(U.S. dollars in thousands, except share and per share data

	Common stock				Additional paid-in			Stock to be			Accumulated			Accumulated other comprehensive			Total stockholders’
	Stock		Amount		capital			issued			deficit			income			deficit
BALANCE AT DECEMBER 31, 2021		942,568,006		94		22,073			44			(23,757	)		106			(1,440	)
BALANCE AT DECEMBER 31, 2022		943,703,873		94		23,248			474			(26,402	)		115			(2,471	)
CHANGES DURING THE PERIOD OF THREE MONTHS ENDED MARCH 31, 2022:
CHANGES DURING THE PERIOD OF THREE MONTHS ENDED MARCH 31, 2023:
Extinguishment of convertible note		-		-		(162	)		-			-			-			(162	)
Issuance of shares under share purchase agreement (note 4)		9,259,250		1		443			(444	)		-			-			-
Warrants issued in connection with convertible notes		-		-		100			-			-			-			100
Issuance of shares under share purchase agreement		9,259,250		1		443			(444	)		-			-			-
Share based compensation		-		-		32			-			-			-			32
Issuance of shares for credit facility		3,232,016		-*		123			-			-			-			123
Share based compensation to service providers		283,900		-*		-*			4			-			-			4
Warrants issued in connection with convertible notes		-		-		268			-			-			-			268
Share based compensation		-		-		269			-			-			-			269
Other comprehensive income		-		-		-			-			-			10			10
Net loss for the period		-		-		-			-			(852	)		-			(852	)
BALANCE AT MARCH 31, 2023 (unaudited)		956,479,039		95		24,351			34			(27,254	)		125			(2,649	)
Balance		956,479,039		95		24,351			34			(27,254	)		125			(2,649	)
Issuance of shares for services		9,000,000		1		332			-			-			-			333
Share based compensation to service providers		-		-		-			5			-			-			5
Share based compensation		-		-		209			-			-			-			209
Other comprehensive income		-		-		-			-			-			6			6
Net loss for the period		-		-		-			-			(~~729~~676	)		-			(~~729~~676	)
BALANCE AT MARCH 31, 2022 (unaudited)		942,568,006		94		22,043			44			(24,486	)		112			(2,193	)
BALANCE AT JUNE 30, 2023 (unaudited)		965,479,039		96		24,892			39			(27,930	)		131			(2,772	)
Share based compensation		-		-		35			-			-			-			35
Balance		965,479,039		96		24,892			39			(27,930	)		131			(2,772	)
Other comprehensive income		-		-		-			-			-			(5	)		(5	)
Net loss for the period		-		-		-			-			(6	)		-			(6	)
BALANCE AT JUNE 30, 2022 (unaudited)		942,568,006		94		22,078			44			(24,492	)		107			(2,169	)
Balance		942,568,006		94		22,078			44			(24,492	)		107			(2,169	)
Issuance of shares		535,867		- *		14			(14	)		-			-			-
Issuance of shares under share purchase agreement		535,867		- *		14			(14	)		-			-			-
Issuance of shares to services providers		600,000		- *		- *			-			-			-			-
Share based compensation to service providers		600,000		- *		- *			-			-			-			-
Share based compensation		-		-		335			-			-			-			335
Issuance of warrants		-		-		98			-			-			-			98
Warrants issued in connection with convertible notes		-		-		55			-			-			-			55
Modification of warrants in connection with convertible loan restructuring		-		-		354			-			-			-			354
Other comprehensive income		-		-		-			-			-			6			6
Net loss for the period		-		-		-			-			(1,176	)		-			(1,176	)
BALANCE AT SEPTEMBER 30, 2022 (unaudited)		943,703,873		94		22,934			30			(25,668	)		113			(2,497	)
Balance		943,703,873		94		22,934			30			(25,668	)		113			(2,497	)

*	Represents amount less than $1 thousand

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

CITRINE GLOBAL, CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands, except share and per share data)

	Nine months ended
	Six months ended
	September 30,
	June 30,
	2023			2022
	2024			2023
	(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		(1,~~649~~502	)		(1,~~911~~528	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		2			2
Depreciation and amortization		-			1
Finance expenses, net		1			52
Financial expenses with respect to convertible notes and loans		282			575
Financial expenses with respect to convertible notes and loans – related parties		34			467
Share based payment		~~871~~173			~~402~~487
Fair value adjustment of option to purchase MyPlant shares		~~(285~~-	)		-73
Fair value adjustment of option to purchase IBOT shares - (64)		747			-
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		64134			~~(26~~33	)
Accounts payable and accrued expenses		566			511
Accounts payable and accrued expenses – related parties		455			728
Net cash used in operating activities		(148	)		(442	)
Accounts payable and accrued expenses		(72	)		(360	)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used in operating activities		(30	)		(97	)
Purchase of property and equipment		-			(4	)
Net cash used in investing activities		-			(4	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short term loan		-			80
Proceeds from short-term loan		50			-
Proceeds from issuance of convertible notes		-			280
Repayment of short-term loan		(24	)		-
Proceeds under credit facility, net		130			-
Proceeds under credit facility		-			51
Net cash provided by financing activities		~~130~~26			~~360~~51
Effect of exchange rates on cash and cash equivalents		(1-*	)		(71	)
Net decrease in cash and cash equivalents		(194	)		(9347	)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD		77			280
CASH, CASH EQUIVALENTS AT BEGINNING OF PERIOD		7			77
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD		58			187
CASH, CASH EQUIVALENTS AT END OF PERIOD		3			30
Supplemental disclosure of cash flow information:
Non-cash transactions:
Fair value of convertible component in convertible loan		-			(48	)
Convertible component in convertible notes classified as equity		13
Warrants issued in connection with convertible notes		~~(268~~-	)		(~~155~~268	)
Issuance of shares for credit facility		~~123~~-			-123
Extinguishment of convertible notes and loans		~~(83~~-	)		(~~162~~83	)
Issuance of shares for future services		~~139~~-			-222

*	Represents amount less than $1 thousand

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

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~~OTC 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~~August 2120, 2020, the Israeli Subsidiary ~~began to work with certain Company shareholders~~, ~~Beezz~~Beezhome ~~Home~~ Technologies Ltd. ~~(“Beezzhome”)~~, in ~~which~~a ~~Ora~~company ~~Elharar~~owned ~~Soffer,~~and controlled by the Company’s ~~chairperson~~Chief ~~and~~Executive Officer ~~CEO holds shares,~~ and Golden Holdings Neto Ltd., a company in which Ilan Ben-~~Ishai~~Ishay, a former director of the Company, holds shares, ~~have been working towards establishing an Operational Innovation Center focuses on plant~~incorporated based wellness and pharma products and solutions. 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 20, 2020, the Israeli Subsidiary, Beezz Home Technologies Ltd., and Golden Holdings Neto Ltd. incorporated Cannovation. Israeli Subsidiary holds 60% of Cannovation’s shares, while each of Beezhome ~~Beezz Home~~ Technologies Ltd. and Golden Holdings Neto Ltd. holds 20% of its shares.

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 affiliate) an Israeli nutritional supplements’ company developing and manufacturing botanical formulas and nutritional supplements for custom & contract manufacturing for leading botanical companies (“iBOT”). The principal shareholders and control persons of iBOT are the Company’s Chief Executive Officer, President and Chairperson. 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, ISO 9001-certified and HACCP certified by IQC. 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% owned subsidiary Cannovation Center Israel, the Company entered into an agreement with iBOT pursuant to which iBOT agreed to manufacture a line of nutritional supplements for Cannovation Center Israel, including packaging and storage.

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 iBot 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.

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 million or which will result 51% in a change in control in iBOT following such issuance. In March 2023, the Company and iBOT agreed to further extend to December 31, 2023 such right see note 8(i)

CITRINE GLOBAL, CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 1 – GENERAL (cont.)

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”). Pursuant to the Reverse Stock Split, each fifty or seven hundred shares of common stock (or any whole number within such range), as shall be determined by the Board at a later time, will be automatically converted, without any further action by the stockholders, into one share of common stock. No fractional shares of common stock will be issued as the result of the Reverse Stock Split. Instead, each stockholder of the Company will be entitled to receive one share of common stock in lieu of the fractional share that would have resulted from the Reverse Stock Split. The Reverse Stock Split Certificate of Amendment will be effective upon receipt of approval from the Financial Industry Regulatory Authority (“FINRA”) and the filing with the Secretary of the State of Delaware, both of which were not completed as of the date of the approval of the financial statements.

Financial support

~~The~~On ~~Company~~March ~~has~~6, ~~not~~2023 ~~yet~~Cannovation toand ~~generate~~S.R. ~~revenues~~Accord ~~and~~Ltd., isan ~~dependent~~Israeli oncompany ~~raising~~(“Lender”), ~~funds~~entered ~~from~~into ~~its~~an ~~current~~18-month ~~shareholders~~credit orfacility ~~from~~agreement (the ~~other~~“Credit ~~sources.~~Facility”) Onpursuant ~~April 13,~~to ~~2021,~~which ~~Citrine~~Lender Shas Acommitted Lto fund Cannovation in an aggregate amount of 3,000,000 NIS on(approximately ~~behalf~~$857,000), as needed. At the time of ~~itself~~each ~~and~~draw ~~its~~down, ~~affiliates~~Cannovation and ~~related~~Lender ~~parties,~~will ~~has~~determine ~~furnished~~the maturity date of the ~~Company~~loan. ~~with~~All anamounts ~~irrevocable~~drawn ~~letter~~under the Credit Facility will bear interest at an monthly rate of ~~obligation~~1.7%. Cannovation has the right to ~~financially~~pre-pay ~~support~~the entire amount outstanding under the ~~Company~~Credit ~~until~~Facility ~~June~~at ~~30,~~any ~~2022~~time. OnAs ~~March~~security 17for any loans under the Credit Facility, ~~2022~~Cannovation granted the Lender a first priority lien on its rights to the 125,000 sq ~~Citrine~~ft S(11,687 Asq Lmeters) ~~Investment~~of &industrial ~~Holding~~land ~~Ltd~~in Yerucham (see note 4(1) below). The lien will become effective only if Cannovation utilizes the Credit Facility. If the market value of the Premises ~~extended~~is ~~this~~less ~~support~~than ~~through~~the ~~June~~amount 30outstanding under the Credit Facility, ~~2023~~then Lender will be entitled to additional security including additional shares of Citrine Global common stock, on such terms and conditions as the parties may agree. OnAs ~~August~~additional 14security for any payments due to Lender, ~~2022~~Israeli Subsidiary, ~~Citrine~~(ii) SBeezhome Aand L(iii) ~~Investment~~Netto &Holdings, ~~Holding~~an ~~Ltd.~~unaffiliated ~~further~~entity ~~extended~~under ~~this~~the ~~support~~partial control of Ilan Ben ~~through~~Ishay, ~~June~~a 30director on the board of Cannovation, ~~2024~~as well as each of Ms. Elharar Soffer and Mr. Ben Ishay in their personal capacities, have provided guarantees for the repayment of any amounts that may be owing to Lender under the Credit Facility. Cannovation has agreed to indemnify Ms. Elharar Soffer and Mr. Ben Ishay for any losses they incur as a result of the guarantee.

InAs ~~addition,~~of onthe ~~March~~date 6,of ~~2023~~this ~~Cannovation and S.R. Accord Ltd.~~report, ~~an Israeli company (“Lender”), entered into an 18-month credit facility agreement (the “Credit Facility”) pursuant to which Lender has committed to fund~~ Cannovation inutilized ~~an aggregate amount of 3~~NIS1,000,000 ~~NIS~~ (~~approximately~~ $~~857~~280,000), ~~as needed. At the time~~ of ~~each draw down, Cannovation and Lender will determine~~ the ~~maturity date~~credit ~~of the loan~~line. All amounts drawn under the Credit Facility will bear interest at an monthly rate of 1.7%. Cannovation has the right to pre-pay the entire amount outstanding under the Credit Facility at any time. As security for any loans under the Credit Facility, Cannovation granted the Lender a first priority lien on its rights to the 125,000 sq ft (11,687 sq meters) of industrial land in Yerucham. The lien will become effective only if Cannovation utilizes the Credit Facility. If the market value of the Premises is less than the amount outstanding under the Credit Facility, then Lender will be entitled to additional security including additional shares of Citrine Global common stock, on such terms and conditions as the parties may agree. As additional security for any payments due to Lender, (i) the Israeli Subsidiary, (ii) Beezzhome and (iii) Netto Holdings, an unaffiliated entity under the partial control of Ilan Ben Ishay, a director on the board of Cannovation, as well as each of Ms. Elharar Soffer and Mr. Ben Ishay have, in their personal capacities, provided guarantees for the repayment of any amounts that may be owing to Lender under the Credit Facility. The Company, CTGL – Citrine Global Israel Ltd. and Cannovation have agreed to indemnify Ms. Elharar Soffer and Mr. Ben Ishay for any losses they incur as a result of the personal guarantees.

~~On March~~In 7,August ~~2023~~2025, SR Accord extended the ~~Company~~credit facility ~~issued~~agreement towith ~~the~~Cannovation ~~Lender~~Center ~~and~~Israel aLtd. ~~consultant~~(renamed ~~3,232,016 shares~~SkyTech ofOrion ~~the~~Ltd.) ~~Company’s~~until ~~common~~March ~~stock~~31, ~~as a~~2027. ~~commitment~~The ~~fee~~facility inis ~~respect~~supported by guarantees of ~~the~~CTGL ~~provision~~Citrine ofGlobal ~~the~~Israel ~~Credit~~Ltd. ~~Facility~~and ~~(valuated~~Citrine atGlobal ~~$123 thousand)~~Corp., Asas ofwell ~~the~~as ~~date~~personal ofguarantees ~~this~~signed ~~report~~by Ora Elharar-Soffer, ~~Cannovation~~the ~~utilized~~Company’s ~~$172~~CEO,~~000~~ and Lior Asher, a director of ~~the~~SkyTech ~~credit~~Orion ~~line~~Ltd.

~~The Company~~With ~~has~~respect ~~no significant firm commitments that require it~~ to ~~remit cash and can control~~ the ~~level~~personal guarantees of ~~expenses~~Ora itElharar-Soffer ~~incurs.~~and ~~Based~~Lior onAsher, ~~the Company’s~~Cannovation ~~current~~Center ~~cash~~Israel ~~balances,~~Ltd.( ~~and~~SkyTech ~~the~~Orion ~~access~~Ltd to) ~~the~~CTGL ~~Credit~~Citrine ~~Facility~~Global ~~noted~~Israel ~~above~~Ltd., ~~management~~and ~~believes the Company will have sufficient~~Citrine ~~funds~~Global ~~for its plans for the next twelve months from the issuance of these financial statements~~Corp. Ashave ~~the~~confirmed, ~~Company~~in isline ~~embarking~~with onprior ~~its~~Board ~~business plan~~resolutions, ittheir isundertaking ~~incurring~~to ~~losses.~~provide Itindemnification ~~cannot~~and ~~determine~~comprehensive ~~with~~protections to ~~reasonable~~the ~~certainty~~guarantors ~~when~~See ~~and~~also ifNote it6D ~~will have sustainable profits~~below.

~~Following~~The Company ~~the~~has ~~war~~no ~~involving~~significant ~~Israel,~~firm oncommitments ~~October 7~~that ~~2023,~~require ~~there~~it ~~has~~to ~~been~~remit acash ~~decrease~~and incan ~~Israel~~control the level of expenses it incurs. Based on the Company’s ~~economic~~current cash balances, and ~~business~~the ~~activity.~~access ~~The~~to ~~security~~the ~~situation~~Credit ~~has~~Facility ~~led~~noted above, ~~inter~~the ~~alia,~~Company tobelieves ait ~~disruption~~will have sufficient infunds ~~the~~for ~~chain~~its ofplans ~~supply~~for ~~and~~the ~~production,~~next atwelve ~~decrease~~months infrom the ~~volume~~issuance of ~~national~~these ~~transportation,~~financial astatements. ~~shortage~~As inthe ~~manpower~~Company asis ~~well~~embarking ason aits ~~decrease~~business inplan, ~~the~~it ~~value~~is ofincurring ~~financial~~losses. ~~assets~~It ~~and~~cannot adetermine ~~rise~~with inreasonable ~~the~~certainty ~~exchange~~when ~~rate~~and ofif ~~foreign~~it ~~currencies~~will inhave ~~relation~~sustainable ~~to the shekel~~profits.

At this time, the Company has assessed, on the basis of the information it has as at the date of approval of these financial statements, that the current events and the escalation in security in Israel, will not have a material effect on the business plans of the Company in the short term. In addition, the situation may result difficulties in management’s efforts to seek additional financing arrangements. Since this is an event that is not under the control of the Company, and matters such as the fighting continuing or stopping may affect the Company’s assessments, as at the reporting date the Company is unable to assess the extent of the effect of the Iron Swords War on its business activities and on the business activities of its subsidiaries, and on their medium and long term results. The Company is continuing to regularly follow developments on the matter and will continue to examine the effects on its operations and the value of its assets.9

CITRINE GLOBAL, CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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~~six and three months ended ~~September~~June 30, ~~2023~~2024. However, these results are not necessarily indicative of results for any other interim period or for the year ~~ended~~ ended December 31, ~~2023~~2024.

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, ~~2022~~2023.

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 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:

12Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.

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:~~11

SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS

	Balance as of September 30, 2023
	Level 1		Level 2		Level 3		Total
	US$ in thousands
Assets:
Option to Purchase MyPlant shares		-		-		576		576
Total assets		-		-		576		576
Liabilities:
Convertible component in convertible notes		-		-		92		92
Total liabilities		-		-		92		92

CITRINE GLOBAL, CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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

	Balance as of December 31, 2022
	Level 1		Level 2		Level 3		Total
	US$ in thousands
Assets:
Option to Purchase MyPlant shares		-		-		291		291
Total assets		-		-		291		291
Liabilities:
Convertible component in convertible notes		-		-		161		161
Total liabilities		-		-		161		161

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 185

~~The~~ SCHEDULE ~~following~~OF ~~table~~FAIR ~~presents~~VALUE ~~the~~ON ~~changes~~FINANCIAL ASSETS inAND ~~fair value of the level 3 assets and liabilities for the period ended September 30, 2023:~~LIABILITIES


	Balance as of December 31, 2023
	Level 1		Level 2		Level 3		Total
	US$ in thousands
Assets:
Option to Purchase IBOT shares		-		-		747		747
Total assets		-		-		-		-

Liabilities:		-		-		40		40
Convertible component in convertible notes		-		-		40		40

The following table presents the changes in fair value of the level 3 assets and liabilities for the period ended June 30, 2024:

	Changes in Fair value
	US$ in thousands
Assets:
Outstanding at December 31, 2022		291
Outstanding at December 31, 2023		747
Changes in fair value		~~285~~185
Outstanding at September 30, 2023		576
Expired		(932	)
Outstanding at June 30, 2024		-
Ending balance		-

	~~Changes in Fair value~~	Changes in Fair value
	~~US$ in thousands~~	US$ in thousands
Liabilities:
Outstanding at December 31, 2022		161
Outstanding at December 31, 2023		40
Initial recognition of convertible component as part of convertible notes issued		8
Convertible component in convertible notes classified as equity		13
Changes in fair value		(7727	)
Outstanding at September 30, 2023		92
Outstanding at June 30, 2024		-
Ending balance		-

~~Credit line issuance costs~~12

Costs associated with entering into a revolving line of credit or revolving-debt arrangement are costs incurred in exchange for access to capital. These fees are paid regardless of whether the funds are ever drawn down. Such costs are recorded as such on the balance sheet as prepaid expenses. Upon drawing down a portion of the credit line, the applicable portion of the costs related to that draw down is presented as a direct deduction from the carrying value of the debt when drawn and amortized as finance expenses using the effective interest method.

Recent Accounting Pronouncements

New pronouncements issued but not effective as of September 30, 2023 are not expected to have a material impact on the Company’s consolidated financial statements.

CITRINE GLOBAL, CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 3 – STOCK OPTIONS

On March 5, 2023, the Board of the Company determined that in the event that the Company’s stock is listed on the Nasdaq Stock Market, then one half of the awarded but unvested option grants made in each of August 2021 and in August 2022, including to officers, directors, will immediately vest at such time. In addition, the Board also determined to provide that following the termination of services by an officer, director or a selected service provider for any reason other than cause, such person shall have a one year period from the date of termination to exercise any option that was vested at the time of the termination of services.

The following table presents the Company’s stock option activity for employees and directors of the Company for the year ended ~~September~~June 30, ~~2023~~2024:

SCHEDULE OF STOCK OPTION ACTIVITY

	Number of Options			Weighted Average Exercise Price ($)
Outstanding at December 31, 2022		122,529,342			0.026
Outstanding at December 31, 2023		122,529,342			0.026
Granted		-			-
Exercised		-			-
Forfeited or expired		-(1,178,210	)		-
Outstanding at September 30, 2023		122,529,342			0.026
Outstanding at June 30, 2024		121,351,132			0.026
Number of options exercisable at September 30, 2023		56,692,978			0.035
Number of options exercisable at June 30, 2024		81,126,406			0.029

The stock options outstanding as of ~~September~~June 30, ~~2023~~2024, have been separated into exercise prices, as follows:

SCHEDULE OF STOCK OPTIONS OUTSTANDING

Exercise price		Stock options outstanding	~~Stock options outstanding~~		Weighted average remaining contractual life – years	~~Weighted average remaining contractual life – years~~		Stock options vested	~~Stock options vested~~
$		As of June 30, 2024	~~As of September 30, 2023~~
0.0011	~~0.0011~~		46,762	~~46,762~~		2.50	~~3.25~~		46,762	~~46,762~~
0.02	~~0.02~~		41,237,350	~~42,415,560~~		1.11	~~1.86~~		24,546,042	~~14,138,520~~
0.022	~~0.022~~		47,128,400	~~47,128,400~~		1.11	~~1.86~~		29,042,035	~~15,709,468~~
0.05	~~0.05~~		32,938,620	~~32,938,620~~		2.55	~~3.43~~		27,491,567	~~26,798,228~~
				122,529,342			2.54			56,692,978
			121,351,320						81,126,406

Compensation expense recorded by the Company in respect of its stock-based compensation awards for the ~~nine~~six and three months ended ~~September~~June 30, ~~2023 were~~2024 were $~~644~~173 ~~thousands~~ thousand and $~~166~~82 ~~thousands~~thousand, respectively, and are included in General and Administrative expenses in the Statements of Operations.

15As of June 30, 2024, there was $159 of total unrecognized compensation cost related to non-vested options. The cost is expected to be recognized over a weighted average period of 1.25 years.

The aggregate intrinsic value of the awards outstanding as of June 30, 2024 is $0. These amounts represent the total intrinsic value, based on the Company’s stock price of $0.0115 as of June 30, 2024, less the weighted exercise price.

CITRINE GLOBAL, CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 4 -– ~~INVESTMENTS~~RELATED ~~VALUED UNDER THE MEASUREMENT ALTERNATIVE~~PARTIES

A. Transactions On December 30, 2022, the Company, MyPlant Bio Ltd., a company incorporated under the laws of the State of Israel (“MyPlant”), Cannasoul Analytics Ltd., a company incorporated under the laws of Israel (“Cannasoul”), and ~~PurPlant~~balances ~~Inc.,~~with arelated company duly incorporated under the laws of Canada (“PurPlant”) (Cannasoul and PurPlant are collectively referred to as the “Shareholders”), and Professor Dedi Meiri, an Israeli individual (“Prof Meiri”) entered into the Share Purchase and Option Agreement (the “Share Purchase and Option Agreement”) for the purchase by the Company of up to 55% of MyPlant’s issued and outstanding share capital on a fully diluted basisparties

~~The Company~~ SCHEDULE ~~purchased~~OF ~~from~~TRANSACTION ~~the~~AND ~~Shareholders~~BALANCE anWITH ~~aggregate~~RELATED of 15,211 ordinary shares of MyPlant (the “MyPlant Shares”) representing, on a fully diluted basis, 10% of the outstanding MyPlant Shares, in consideration for the payment of $444,444 by the issuance by the Company to the selling Shareholders of an aggregate of 9,259,250 shares of the Company’s common stock.PARTIES

In addition, under the Share Purchase and Option Agreement, the Company granted an option by the MyPlant shareholders to purchase an additional 35% of MyPlant Shares, on a fully diluted basis (the “Shareholders Option”), in consideration of $1,555,556 payable by the issuance of up to 32,407,417 shares of our common stock to the MyPlant shareholders, and a separate option by MyPlant to purchase an additional 10% of the MyPlant Shares, on a fully diluted basis (the “MyPlant Option”), in consideration of $444,444, which is payable, in the Company’s sole discretion, in cash or in the issuance to MyPlant of up to 9,259,250 shares of our common stock.


	Six months ended June 30				Three months ended June 30
	2024		2023		2024		2023
	U.S. dollars (in thousands)

Research and development expenses:
Directors compensation and fees to officers		-		57		-		28
		-		57		-		28

General and administrative expenses:
Directors compensation and fees to officers (*)		455		728		222		334
(*) Share based compensation		173		478		82		209

Financing expenses (income), net:
Related to convertible loan terms		34		293		24		25

~~Said options are exercisable through September 30, 2023 (the “Option Expiry Date”)~~B. ~~If both the shareholders Option and the Company~~ ~~Options~~Balances ~~are~~with ~~exercised,~~related the Company will hold 55% of MyPlant Shares, on a fully diluted basis. Under the Share Purchase and Option Agreement, the Company is authorized to continue its due diligence through the Option Expiry Date. The number of shares is subject to adjustment in respect of any stock split or other recapitalization of the Company.parties:

The transactions under the Share Purchase and Option Agreement are based on a MyPlant company valuation of approximately $4.45 million. The Company is authorized at any time on or before the Option Expiry Date to obtain an independent third-party valuation of MyPlant. If it is determined by such third party valuation that the MyPlant valuation is less than $4.45 million then the consideration payable in respect of the exercise price of the options will be accordingly adjusted, provided however that in any case MyPlant’s valuation in the transaction shall not be below US$1,000,000.

	As of June 30,		As of December 31,
	2024		2023

Current Liabilities:
Accounts payable		204		180
Accrued compensation		2,175		1,898
Current Liabilities		2,375		2,078
Non-current Liabilities:
Convertible notes		2,260		2,202

On September 28, 2023, the Company and MyPlant entered into an amendment of the Share Purchase and Option Agreement to extend to December 31, 2023 the Option Expiry Date available to the Company to purchase an additional 45% of MyPlant’s share equity, on a fully diluted basis. All other terms and conditions of the Share Purchase and Option Agreement remain in full force and effect.14

The options to purchase MyPlant shares were also accounted using the measurement alternative. Since the options’ value are subject to the changes in Citrine shares’ value, there are indicators to a change in the options’ value at each reporting date, and therefore the following valuation method was implemented.

CITRINE GLOBAL, CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 45 -–EVENTS ~~INVESTMENTS~~DURING ~~VALUED~~AND ~~UNDER~~AFTER THE ~~MEASUREMENT~~REPORTING ~~ALTERNATIVE (cont.)~~PERIOED

~~Fair Value~~A. ~~Proportional~~On ~~Allocation~~February 9, 2024, the Company issued a Promissory Note (the “Note”) in favor of 1800 Diagonal Lending LLC, a Virginia limited liability company (the “Lender”), in the principal amount of $63,250. The Company received $50,000 in net proceeds from Lender due to the original issue discount on the Note. The Note bore a one-time interest charge of 15% per annum, payable with outstanding principal in nine (9) payments of $8,081.89 for a total payback to the Lender of $72,737.00. The Note was due in full on November 15, 2024. Any amount of the principal or interest on the Note which is not paid when due is subject to a default interest at the rate of twenty two percent (22%) per annum from the due date until the same is paid.

~~The Company~~As ~~estimated the fair value~~ of ~~Shareholders~~December ~~Option~~31, ~~using~~2024, the ~~Monte~~Company ~~Carlo~~repaid ~~option~~the ~~pricing~~entire ~~model~~outstanding ~~using~~amounts on the ~~following weighted average assumptions:~~note.

~~SCHEDULE~~B. OFOn ~~FAIR~~August ~~VALUE~~2, OF2024, ~~SHAREHOLDERS~~the ~~OPTION~~Company ~~USING~~and ~~VALUATION~~X ~~ASSUMPTIONS~~Group Fund of Funds Limited Partnership formed under the laws of Michigan (“X Group”) entered into a term sheet agreement-in-principle pursuant to which the X Group agreed to purchase, and Citrine Global agreed to sell, units of Citrine Global’s securities where each unit (each a “Unit”) is comprised of (i) one (1) share of common stock and (ii) a warrant, exercisable through the earlier of December 31, 2024 or such time as Citrine Global is cleared for listing on a U.S. National exchange, to purchase an additional one share of common stock at a per share exercise price of $0.01. The warrant instrument will include a standard cashless exercise provision The purchase price per Unit is $0.01 for an aggregate purchase price of $250,000 which is payable as follows: (i) $100,000 by no later than August 31, 2024 and (ii) $150,000 by no later than September 30, 2024. In consideration of $250,000 Initial Investment, investor Group will be entitled to 25,000,000 shares of Citrine Global’s common stock.

	December 31, 2022			September 30, 2023
Dividend yield		0	%		0	%
Risk-free interest rate		4.71	%		4.85	%
Expected term (years)		0.78			0.25
Company’s volatility		114.80	%		36.97	%
MyPlant share price (U.S. dollars)		10.04			29.22
MyPlant volatility		55.29	%		67.55	%
Alternative investment measurement input		55.29	%		67.55	%

As of the date hereof, the Company has received $21,000 from the Group. As the X Group did not remit the agreed amount within the approved timeframes, the agreement lapsed.

~~The fair~~C. ~~value~~On ofFebruary ~~the~~22. ~~Shareholders~~2024, ~~Option~~Mr. asDoron ofBirger ~~December~~resigned ~~31,~~from ~~2022~~his ~~and~~position ~~September~~as ~~30,~~a ~~2023~~director ~~was~~on ~~estimated~~the atBoard ~~$291 thousands~~of ~~and~~the ~~$576 thousands, respectively~~Company.

~~Based on~~D. On September 2024, the ~~above~~Company renewed its short term loan with S.R. Accord Ltd. in the amount of approximately NIS 660,000 (approximately $176,000). As part of the ~~fair~~renewal, ~~value~~Mr. ~~proportion~~Lior ~~allocation~~Asher signed as a personal guarantor, joining Ms. Ora Elharar Soffer as guarantor. In addition, the Company, its Israeli subsidiary CTGL – Citrine Global Israel Ltd., and Beezhome Technologies Ltd., a private company wholly owned by Ms. Ora Elharar Soffer, signed the agreement. While Netto Holdings Ltd. and Mr. Ilan Ben Ishay had originally undertaken to provide personal guarantees, they had not executed such guarantees as of ~~December~~that date. All collateral under the Credit Facility remained in place, including a first-priority lien over the Company’s rights and the 125,000 sq. ft. (11,687 sq. meters) industrial parcel in Yerucham, Israel, as well as additional collateral intended to secure repayment of the loan and to cover any damage, debt, or obligation arising from the Credit Facility. The Company, together with CTGL – Citrine Global Israel Ltd. and Cannovation Center Israel Ltd. (now SkyTech Orion Ltd.), undertook to fully indemnify both Ms. Elharar Soffer and Mr. Lior Asher for any liability, damage, or loss that may result from their personal guarantees. On March 31, ~~2022~~2025, the total amount of the short term loan was increased to NIS 1,000,000 (approximately $280,000), with all guarantees and collateral remaining in place. On August 2025, SR Accord extended the credit facility agreement with Cannovation Center Israel Ltd. (renamed SkyTech Orion Ltd.) until March 31, 2027. The facility is supported by guarantees of CTGL Citrine Global Israel Ltd. and Citrine Global Corp., as ~~follows:~~well as personal guarantees signed by Ora Elharar-Soffer, the Company’s CEO, and Lior Asher, a director of SkyTech Orion Ltd. With respect to the personal guarantees of Ora Elharar-Soffer and Lior Asher, Cannovation Center Israel Ltd.( SkyTech Orion Ltd ) CTGL Citrine Global Israel Ltd., and Citrine Global Corp. have confirmed, in line with prior Board resolutions, their undertaking to provide indemnification and comprehensive protections to the guarantors.

~~SCHEDULE~~E. OFOn ~~FAIR~~September ~~VALUE~~15, ~~PROPORTION~~2024, ~~ALLOCATION~~Mr. Ilan Ben Ishay resigned from his position as a director on the Board of subsidiary CTGL Citrine Global Israel Ltd. On October 1, 2024, Mr. Ilan Ben Ishay resigned from his position as a director on the Board of the company subsidiary Cannovation Center Israel Ltd.

	December 31, 2022
Shareholders option	$	291
MyPlant’s shares		153
	$	444

Under the Share Purchase and Option Agreement, MyPlant granted to the Company the exclusive right to utilize MyPlant’s activities as specified in the agreement, including without limitation, the screening platforms using cell line models for certain diseases and conditions to detect effective plant materials and/or other substances for the treatment of these conditions and a and a right of first opportunity to commercialize intellectual property developed by MyPlant that is in the Company’s (or its subsidiaries’) field of business, provided that, if by December 31, 2023 the Company does not exercise either of the Shareholders Option or the MyPlant Option and/or enter into a service agreement with MyPlant, then the exclusive rights shall terminate but the right of first opportunity to commercialize intellectual property developed by MyPlant shall continue thereafter until June 30, 2024, unless such rights have been extended beyond such date under the terms to be agreed in the service agreement entered into by the Company and Citrine Global. In addition, under the Share Purchase and Option Agreement, Cannasoul, MyPlant’s majority Shareholder, agreed to not compete with MyPlant’s activities.

The Company was granted observer rights on the MyPlant board of Directors (the “MyPlant Board”). Following the exercise by Citrine Global of the Shareholders Option, the MyPlant Board shall be comprised of four (4) directors of which MyPlant will be authorized to designate two of such directors.

CITRINE GLOBAL, CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 5 –EVENTS ~~CONVERTIBLE~~DURING ~~NOTES~~AND AFTER THE REPORTING PERIOED (cont.)

AF. OnDuring ~~September~~2024 ~~30,~~and ~~2022~~early 2025, the Company ~~received a loan from Citrine S A L Hi Tech 7 LP, an Israeli limited partnership~~ and anits ~~affiliated~~subsidiaries ~~entity,~~entered ininto ~~the~~a ~~principal~~series ~~amount~~ of ~~$80,000.~~consulting ~~The loan bear interest at 12% per annum~~ and ~~was~~investment ~~originally~~agreements ~~scheduled~~with toMr. ~~mature~~Lior ~~on December 15~~Asher, ~~2022,~~acting ~~but~~personally ~~the~~and ~~maturity~~through ~~date~~Deer ~~was~~Light ~~extended to May 31, 2024~~Ltd. The ~~principal~~agreements ~~and interest payment on the loan~~ are tosummarized ~~be made in New Israeli Shekels (NIS) at the exchange rate which was in effect on the date on which the loan was advanced.~~below:

● On ~~January~~ 30September 1, ~~2023 the Company and each of Citrine High Tech 7 LP (“LP 7”)~~2024, ~~Citrine~~Deer 8Light LPLtd ~~(“LP~~entered 8into “)consulting ~~and~~agreements ~~Citrine 9 LP (“LP 9”; together~~ with LPthe 7Company and LPits 8,subsidiaries. ~~the~~Under ~~“Lending~~these ~~LP”)~~agreements, ~~the~~Deer ~~lending~~Light ~~entities~~Ltd ~~under~~is ~~and~~engaged ~~parties~~ to ~~the~~provide ~~Convertible Note~~strategic ~~Purchase~~planning, ~~Agreement~~business ~~entered~~development, ~~into~~innovation ~~by the Company and several related parties in April 2020~~scouting, asfunding ~~subsequently amended (the “CL Agreement”)~~facilitation, ~~have~~and ~~entered~~project ~~into~~management anservices. ~~agreement~~The ~~(the~~total ~~“Agreement”)~~monthly ~~pursuant~~retainer tofees ~~which~~under ~~they~~these ~~have~~agreements ~~agreed~~amount to ~~extend~~USD ~~the maturity date on all outstanding convertible loans in the principal amount of $1~~11,~~800,~~000 ~~under~~(plus ~~the CL Agreement to May 31~~VAT), ~~2024.~~as ~~See~~detailed ~~note 8(ii).~~below:

In- ~~addition~~$2,500 ~~under~~per ~~the~~month ~~Agreement~~from the Company and the Lending LPs have also agreed that if the Company’s common stock is listed on the Nasdaq Stock Market, then the Company, in its sole discretion, shall determine to convert, in whole or in part, the outstanding amount of the above mentioned notes to shares of the Company’s common stock at a conversion price equal to the price paid by the public investors for the common stock in the offering accompanying the listing.

~~The~~- ~~Company concluded that the above mentioned change in terms constitutes a trouble debt restructuring~~$3, ~~due to its financial condition and~~500 ~~the~~per ~~relief~~month ~~that~~from ~~the~~CTGL ~~abovementioned~~Citrine ~~changes~~Global ~~provided~~Israel Ltd.

~~Therefore,~~- ~~the~~$5,000 ~~Company~~per ~~concluded~~month ~~that~~from ~~the~~Cannovation ~~change~~Center inIsrael ~~terms should be accounted for as a modification~~Ltd. ~~A new effective interest rate was established based on the carrying value of the debt and the revised cash flows.~~

OnHowever, ~~May~~all 9,payments ~~2023,~~under ~~the~~these ~~Company’s~~agreements ~~Board~~are ~~determined~~deferred ~~to provide that~~ until the earlier of: ~~the satisfaction in full of the convertible loans or the termination of the exercise period of the warrants for an aggregate of 62,178,554 shares previously issued to the Lending LPs~~ (~~the “Warrants”~~i), if the ~~Company’s common stock were to be listed on the Nasdaq Stock Market and the per share public price of the offering accompanying such~~ listing ~~is less than the then current exercise price~~ of ~~the~~Citrine ~~Warrants,~~Global ~~then~~Corp ~~the~~on ~~Warrant~~a ~~exercise price~~recognized ~~shall~~U.S. ~~be adjusted to that of the public offering price, provided that if such listing and accompanying offering do not occur by~~stock ~~September~~exchange; ~~30,~~(ii) ~~2023,~~successful ~~then~~fundraising ~~the exercise price~~ of ~~the Warrants shall remain~~ at ~~its~~least ~~then current exercise price or may be adjusted to a lower exercise price as determined by Company’s Board and in agreement with the Lending LPs~~USD2.5 Asmillion ~~the~~from ~~offering~~external ~~has~~sources; ~~not~~or ~~been~~(iii) ~~achieved by June 26, 2023,~~ the ~~Board~~Company ~~decided~~achieving ~~that~~positive ~~the Warrant exercise price shall remain unchanged at $0.05 and also provide that the upon the implementation~~operational ofcash ~~the reverse split~~flow, ~~the~~confirmed ~~Warrants per share exercise price would be unaffected~~ by the ~~reverse~~board ~~split and would remain at $0.05 though the number~~ of ~~warrant~~directors ~~shares~~(“Payment ~~would be subject to the reverse stock split~~Event”).

B.In addition Onto ~~January~~cash 30compensation, ~~2023~~the ~~Citrine~~Company Smay Aaward Lequity-based Hicompensation ~~Tech~~under 7future LPequity ~~agreed~~incentive ~~to change the terms of this loan~~plans, ~~which~~subject ~~amounted~~ to ~~$83,000~~board approval. ~~(including~~One ~~accrued interest)~~ such ~~that~~equity ~~such~~grant ~~terms~~will ~~shall~~approve beby ~~adjusted~~company, ongranting aoptions ~~pro-rata basis,~~ to ~~those~~purchase ~~terms~~41,762,976 ~~applicable~~common toshares, ~~the~~with ~~Company’s~~a ~~convertible~~two-year ~~notes~~vesting schedule ~~then~~and ~~outstanding~~50% ~~under~~acceleration ~~the~~upon ~~Convertible~~uplisting. ~~Note~~As ~~Agreement~~of ~~(as~~this ~~detailed~~report, inthe ~~note~~options 5not Aissued ~~above)~~yet.

~~As provided~~● ~~for~~On ~~under~~January ~~the~~7, ~~terms~~2025, ofDeer ~~the~~Light ~~Convertible~~Ltd ~~Note~~signed ~~Agreement,~~an ~~Citrine~~investment 7agreement ~~will~~with beCitrine ~~issued~~Global 6Corp,~~666,667~~ ~~warrants~~under ~~for~~which ~~shares~~it ofcommitted ~~common~~to ~~stock~~invest USD 137, ~~where~~000 ~~the~~in ~~Series~~exchange Afor ~~and~~13.7 Bmillion common shares and warrants ~~are~~to ~~exercisable~~purchase ~~through~~an ~~August~~additional 9,13.7 ~~2027~~million shares at an exercise price of $0.0501 per share. The warrants are exercisable by December 31, 2025, or upon uplisting to a national stock exchange, whichever comes first. The investment is to be completed no later than March 15, 2025, and may be partially executed through direct supplier payments. The investment is to be completed no later than March 15, 2025 , and may be partially executed through direct supplier payments. The investment is to be completed no later than March 15, 2025 , and may be partially executed through direct supplier payments.

~~The Company concluded that the change in term does not constitute a trouble debt restructuring~~G. ~~Thereafter,~~Government ~~the~~Grant ~~Company~~to ~~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.~~Cannovation

18As previously disclosed, Cannovation, holds development rights to 11,687 square meters of industrial parcel of land in Yerucham, Israel (the “Land”) to build the Cannovation Center, at a subsidized price and exempt from a tender procedure typically required under Israeli law, to include factories, laboratories, logistics and a distribution center for the botanical industry.

On January 12, 2025, Cannovation Center Israel Ltd, the Israeli subsidiary of CTGL Citrine Global., received official notification from the Israeli Ministry of Economy and Industry that it had been awarded a government grant in the amount of NIS 12.5 million (approximately USD 3.4 million). The grant, in the amount of NIS 12.5 million (approximately USD 3.4 million), is structured as reimbursements of approximately 37.5% of the Company’s eligible expenses, including construction, equipment, services, and other costs submitted in connection with the establishment of the SkyTech Innovation and Production Center. The grant was awarded as part of a national strategic program supporting the defense sector. The funds are designated for the establishment of the SkyTech Innovation and Production Center in the city of Yerucham, Israel, on land that had previously been allocated to the subsidiary by the State of Israel as part of a prior grant for the construction of an Operational Innovation Center. This new grant is in addition to the prior allocation and supports the construction of approximately 5,000 square meters of facilities on the 11.7-dunam (about 2.89 acres) plot. The Center will include assembly lines, R&D laboratories, testing facilities, and an advanced production system focused on developing and manufacturing defense-grade UAV and drone solutions.

On May 13, 2025, the Israeli subsidiary Cannovation Center Israel Ltd. changed its name to SkyTech Orion Ltd.

CITRINE GLOBAL, CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 5 –EVENTS ~~CONVERTIBLE~~DURING ~~NOTES~~AND AFTER THE REPORTING PERIOED (cont.)

The following are the data and assumptions used:

Further to Note 3C to the financial statements as of December 31, 2023, on April 22, 2025, the Company issued 70,370,370 shares to IBOT.

On December 31, 2024, the Company completed the conversion of outstanding convertible loan principal amounts totaling $1,764,106 into equity, pursuant to previously executed agreements with Citrine LP 7, LP 8, and LP 9. The aggregate principal was converted into 176,010,600 shares of common stock at a conversion price of $0.01 per share, and an equal number of warrants to purchase common stock were issued under the same terms.

Further to Note 6K to the financial statements as of December 31, 2023, the conversion price was amended to $0.01, in accordance with the terms of the investment in note 5F above.

In addition, the Company issued warrants to purchase 176,010,600 shares of common stock under the same terms, exercisable at an exercise price of $0.01 per share and exercisable until the earlier of December 31, 2025, or the Company’s listing on a U.S. national stock exchange.

~~SCHEDULE~~J. OFOn ~~FAIR~~June ~~VALUE~~26, ~~DATA~~2025, ~~AND~~Citrine ~~ASSUMPTIONS~~Global OFCorp. ~~WARRANTS~~ changed its name to SkyTech Global Corp. in Delaware, reflecting its strategic focus on UAV and drone solutions. K. On January 23, 2025, a shareholders’ meeting of Cannovation Center Ltd. was held with the participation of all shareholders: CTGL Citrine Global Israel Ltd., holding 60% (a subsidiary of Citrine Global Corp.), Beezhome Technologies Ltd. (owned by Ms. Ora Elharar Soffer, the Company’s CEO), holding 20%, and Golden Holdings Finance, holding 20%. All shareholders were given the opportunity to support the Company, including by providing personal guarantees for existing loans as well as for obligations under the government grant. CTGL Citrine Global Israel Ltd. expressed its support, and Beezhome Technologies Ltd., through its owner and the Company’s CEO, Ms. Ora Elharar Soffer, personally signed guarantees in connection with the existing loans and the government grant commitments, thereby providing the direct backing required to advance the Company’s activities. On May 29, 2025, after the period granted to Golden Holdings Finance had passed, and since it did not provide any support or personal guarantees, the Company executed the resolution. Pursuant to this resolution, new shares were allocated to CTGL Citrine Global Israel Ltd., increasing its holdings to 69.5%, and to Beezhome Technologies Ltd., increasing its holdings to 29.5%. As a result, the holdings of Golden Holdings Finance in Cannovation were diluted to approximately 1%. L. On April 8, 2025, in accordance with the grant requirements, a digital bank guarantee in the amount of NIS 625,000 (approximately USD 187,000) was issued by Bank Mizrahi. The guarantee is backed by an unlimited personal guarantee from Ms. Ora Elharar Soffer and a limited personal guarantee from Mr. Meir Aharon, who, through his consulting and construction company, has been engaged to build the SkyTech Center in Yerucham. M. The Company became a delinquent filer during Q2 due to delays in the required public filings. As a result, trading in the Company’s shares was restricted, and there is currently no active market for the Company’s securities. Due to the lack of an active market, the Company determined that the shares underlying the conversion option in its notes are no longer readily convertible to cash. Therefore, the embedded conversion features no longer meets the definition of a derivative per ASC 815 and were classified as equity. O. On June 3, 2025, Nanomedic Technologies Ltd. (“Nanomedic”) notified that it had completed a financing round of approximately $3,000,000. Based on this financing round the Company recorded an impairment loss of approximately $431,000 during the period. Following the impairment, the carrying amount of the investment as of June, 30, 2025 is approximately $18,000.

Warrants A
Dividend yield (%)	0	%
Risk-free interest rate (%)	3.75	%
Expected term (years)	4.36
Volatility	160.5	%
Share price (U.S. dollars)	0.044
Exercise price (U.S. dollars)	0.05
Fair value of the conversion feature (U.S. dollars in thousands)	134

Warrants B
Dividend yield (%)	0	%
Risk-free interest rate (%)	3.75	%
Expected term (years)	4.36
Volatility	160.5	%
Share price (U.S. dollars)	0.044
Exercise price (U.S. dollars)	0.05
Fair value of the conversion feature (U.S. dollars in thousands)	134

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Since~~Forward-looking the original and new debt instruments are substantially different, the original debt was derecognized and the new debt was recorded at fair value, with the difference recognized as an extinguishment loss.Statements

~~The~~This ~~extinguishment~~Quarterly ~~resulted~~Report inon aForm ~~loss~~10-Q contains certain forward-looking statements within the meaning of ~~$266~~the ~~thousands~~Private Securities Litigation Reform Act of 1995 and other Federal securities laws, ~~included~~and inis subject to the safe-harbor created by such Act and laws. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of ~~operations~~such terms, or other variations thereon or comparable terminology. The statements herein and their implications are merely predictions and therefore inherently subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results, performance levels of activity, or our achievements, or industry results to be materially different from those contemplated by the forward-looking statements. Except as required by law, we undertake no obligation to release publicly the result of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Further information on potential factors that could affect our business is described under the heading “~~Expenses~~Risk ~~related~~Factors” in Part I, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the Securities and Exchange Commission, or the SEC, on TH, 2025. Readers are also urged to ~~convertible~~carefully review and consider the various disclosures we have made in that report. As used in this quarterly ~~loan~~report, the terms “we”, “us”, “our”, the “Company” and “Citrine” mean Citrine Global, Corp. and our wholly-owned subsidiary CTGL -Citrine Global Israel Ltd. unless otherwise indicated or as otherwise required by the context.

~~The components of the new loan were valuated as follows:~~Overview

~~Conversion feature~~Management Update and Business Review

InThe ~~accordance~~Company’s ~~with~~entire ~~ASC~~executive ~~815-15-25~~leadership, ~~the~~strategic ~~conversion feature was considered a liability classified embedded derivative instrument~~management, and iscore ~~to be~~operations ~~recorded~~are atbased ~~its~~in ~~fair value separately from the convertible notes~~Israel, ~~within~~operating ~~non-current~~through ~~liabilities~~its ~~in the Company’s balance sheet.~~wholly ~~The~~owned ~~conversion~~subsidiary ~~component~~CTGL isCitrine ~~then~~Global ~~remeasured~~Israel atLtd. ~~fair~~and ~~value~~its atmajority-owned ~~each~~subsidiary ~~reporting~~Cannovation ~~period~~Center ~~with~~Israel ~~the resulting gains or losses shown in the statements of operations~~Ltd.

~~The~~On ~~fair~~October ~~value~~7, 2023, a large-scale war broke out in Israel, resulting in a sustained period of national crisis. The war caused widespread uncertainty and instability in the ~~convertible~~country, ~~component~~disrupted ~~was~~the ~~estimated~~Israeli byeconomy, ~~third~~and ~~party~~affected ~~appraiser~~the asCompany’s ~~weighted~~operations, ~~average~~During the first quarter of 2024, the ~~two~~Company ~~possible~~continues ~~scenarios~~to experience significant disruptions as a result of ~~the~~this ongoing conflict. The Company has focused ~~total~~on ~~convertible~~carefully ~~notes~~monitoring ~~amount~~the ~~conversion~~situation, ~~(20%~~reviewing ~~probability~~its ~~for~~financial ~~scenario~~position, 1and evaluating the status of its assets and ~~80%~~holdings ~~probability~~in ~~for~~light of ~~scenario~~the ~~2):~~challenging environment.

~~The~~Management ~~scenario~~is inactively ~~which~~assessing the ~~convertible~~potential ~~loan~~impacts ~~would~~of bethe ~~converted~~war ~~prior~~on tothe ~~its~~Company’s ~~maturity~~operations, ~~(scenario~~investments, 1)and ~~was~~liquidity. ~~estimated~~This byincludes analyzing ~~the~~risks ~~appraiser~~to ~~using~~ongoing activities, ensuring the ~~Black-Scholes~~ ~~option~~stability ~~pricing~~of ~~model~~existing assets, toand ~~compute~~preparing ~~the~~for ~~fair~~different ~~value~~scenarios ofthat may arise depending on the ~~derivative~~duration and tointensity ~~market~~of the ~~fair~~conflict. ~~value~~The ofCompany ~~the~~has ~~derivative~~also atpursued ~~each~~planned business initiatives, ~~balance~~including ~~sheet~~efforts ~~date.~~to ~~The~~expand ~~following~~international ~~are~~sales ~~the~~channels ~~data~~with ~~and~~a ~~assumptions~~particular ~~used~~focus ason ofthe ~~issuance~~U.S. ~~dates~~market, ~~and~~although asexecution ofhas ~~the~~been impacted ~~balance~~by ~~sheet~~the ~~date:~~challenging environment.

~~SCHEDULE~~The Company OFholds ~~FAIR~~the ~~VALUE~~following OFequity ~~CONVERTIBLE~~interests ~~FEATURE~~and ~~USING~~real ~~VALUATION~~property ~~ASSUMPTIONS~~assets:

	January 30, 2023
Dividend yield (%)		0	%
Risk-free interest rate (%)		4.56	%
Expected term (years)		1.33
Volatility		123.5	%
Share price (U.S. dollars)		0.044
Exercise price (U.S. dollars)		0.05

Equity Interest – 100% in CTGL Citrine Global Israel Ltd.

The Company holds 100% of the equity in CTGL Citrine Global Israel Ltd.

Equity Interest – 60% in Cannovation Center Israel Ltd. (subsequently renamed SkyTech Orion Ltd.)

Through its wholly owned subsidiary, CTGL Citrine Global Israel Ltd., the Company holds a 60% equity interest in Cannovation Center Israel Ltd. (now operating as SkyTech Orion Ltd.).

Real Property Asset – Land in Yerucham, Israel (11,687 sqm / 125,000 sq. ft.)

In February 2022, Cannovation Center Israel Ltd. acquired approximately 11,687 square meters of industrial land in Yerucham, southern Israel, under a Development Agreement with the Israel Lands Authority (“ILA”). The agreement requires development within four years (with possible extensions subject to ILA approval). Upon completion, the Company will be granted a 49-year renewable lease, considered equivalent to ownership rights under Israeli public land law. The property is designated for the establishment of an Operational Innovation Center.

Equity Interest – 19% in iBOT Israel Botanicals Ltd.

The Company holds a 19% equity interest in iBOT, a GMP-certified facility approved by the Israeli Ministry of Health, focused on nutritional supplements and wellness products.

Equity Interest – 10% in MyPlant Bio Ltd.

The Company holds a 10% equity interest in MyPlant Bio Ltd., a company specializing in botanical science and plant-based innovation.

Operational Innovation Centers’ Platform

The Company has a proprietary Operational Innovation Centers Platform, This modular and scalable infrastructure model supports the Company’s business growth by enabling the delivery of end-to-end solutions across its areas of activity, including product development, production, and commercialization. The platform is operated through the Company’s Israeli subsidiary, , with the goal of establishing specialized innovation centres that support both internal operations and external strategic collaborations.

Each innovation center functions as an integrated operational ecosystem offering a wide range of core capabilities, including:

	●	Research and development laboratories
	●	Manufacturing and product formulation infrastructure
	●	Quality assurance and testing
	●	Import/export and logistics support
	●	Distribution and go-to-market operations
	●	Services for both the Company’s proprietary product lines and third-party clients

The platform is a high-tech and biotech operational infrastructure, targeting key sectors that require advanced production facilities, innovation, and growth-oriented ecosystems, and represents a unique business model designed to realize its full potential and support global growth and expansion.

Other Assets

The Company may also hold additional assets and equity interests reflected in its consolidated financial statements, including intangible assets such as intellectual property, goodwill, and proprietary technologies, as well as products developed for commercialization.

Business Overview

We are a plant-based wellness & pharma solutions company with a vision of becoming a leading company in these fields and improving people’s health and quality of life worldwide. Our mission is to leverage the power of plant-based solutions from nature to help improve people’s health and quality of life.

The global health and wellness market is expected to reach USD 7.6 trillion by 2030, growing at a CAGR of 5.5% from 2021 to 2030 ¹with growing awareness of health and wellness solutions for improving people’s quality of life².

We believe the power of plant-based solutions from nature can help improve people’s health and quality of life. Our business activity is primarily composed of developing wellness and pharma solutions, focused on science backed plant-based products to improve quality of life and complementary solutions for balancing side effects caused by using medicines, treatments, or an unbalanced lifestyle.

We have built an end-to-end strategy to bring to market on a global scale innovative plant-based wellness and pharma solutions covering the whole spectrum from innovation, research and development, product development, infrastructure for production and manufacturing, distribution, marketing and sales.

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

We have formulations that include wellness plant-based products and nutritional supplements for improving quality of life and complementary products for balancing selected side effects caused by medicines, treatments, or an unbalanced lifestyle. The products arrive in multiple form factors, such as sprays, powders, tablets, capsules, and tinctures.

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

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

The product lines include the following categories:

1. The Oral Cavity Care Family Line

The Oral Cavity Care Family Line includes the SmokLy ^TM and DryLess ^TM series of sprays for the oral cavity targeting to balance the dry mouth side effect (xerostomia) that may result from using medicines, smoking or treatments.

Oral Cavity Dry-Mouth -Side-Effect

Research shows that the overall estimated prevalence of dry mouth is over one in four people in the general population with higher prevalence rates observed in studies conducted with elderly people demonstrating that oral cavity-related symptoms are linked to different factors, such as using medicines, treatments, aging, an unbalanced or unhealthy lifestyle, various chronic diseases, psychological reasons, stress, and more³.

It is important to maintain the saliva level in the mouth to prevent problems and damage, as saliva plays a key role in maintaining health in the oral cavity. Saliva contains calcium and phosphorous which protects teeth, helps the digestive system, prevents bad smell through balancing the acidity that comes from food and bacteria, has enzymes that help break down food, washes food scraps and bacteria, and helps speech as pronunciation of movements and syllables is done with saliva and tongue.

The Dry Mouth Treatment Market is expected to reach $1.81 billion by 2032⁴.

2. The Medicinal Mushrooms Family Line:

The Medicinal Mushrooms Family Line is based on researched medicinal mushrooms that have been used for thousands of years in traditional medicine and have been proven to be efficient for various medicinal uses. Medicinal Mushrooms were found to have a wide potential in the treatment and prevention of diseases, including protection of the heart, antioxidant activity, balancing and strengthening the immune and digestive systems, lowering cholesterol and balancing blood sugar. Furthermore, it has been shown to protect other important organs such as the liver, with anti-cancer activity.

The Medicinal Mushrooms Family Line includes synergistic combinations of research-based medicinal mushrooms and herbs composed in an herbalist method and made of purely natural ingredients.

The products contain dry form, concentrated powders and extracts of mushrooms and herbals researched and found to benefit headaches, changes in blood pressure, anxiety, fatigue, and sleep disorders. We are harnessing the power of medicinal mushrooms to restore nutritional balance and strengthen the immune system and other body systems.

3. The Booster (Energy & Sports) Family Line

The Booster Family Line contains unique research-based ingredients and herbal extracts with a high concentration of antioxidants composed in an herbalist method. The Booster Family Line products create a synergistic combination of researched plants and natural ingredients that have been shown to have health supportive anti-inflammatory properties, which strengthen the immune system and contribute to an improved overall feeling. Imbalance in the body, resulting from poor diet and unhealthy lifestyle, chronic diseases, weakness of the immune system, and side effects of medicines and treatments may lead to recurrent infections, chronic coughing, weakness, and gastrointestinal disorders. The Booster Family Line includes herbal syrups that are suitable for morning drinking preventively and target to support daily overload as energy and booster products. The Product Line for Sports & Energy contains research-based herbal formulas including powders and extracts of researched plants that have been demonstrated to have effects of enhancing exercise and athletic performance and include ingredients that improve strength or endurance, increase exercise efficiency, achieve a performance goal more quickly, and increase tolerance for more intense training. These products can be used to prepare the body for exercise, reduce the chance of injury during training, and enhance recovery from exercise. The products come in a variety of forms, including tablets, capsules, liquids, powders, and bars.

³ American Dental Association (ADA) Science & Research Institute, LLC Oral Health Topic: Xerostomia, Department of Scientific Information, Evidence Synthesis & Translation Research. Feb 2021

⁴ Dry Mouth Treatment Market Outlook (2022-2032), Persistence Market Research, 2021

~~CITRINE~~4. ~~GLOBAL,~~The ~~CORP.~~Balance & Calm Family Line

~~NOTES~~The TOBalance ~~CONDENSED~~& ~~CONSOLIDATED~~Calm ~~FINANCIAL~~Family ~~STATEMENTS~~Line ~~(unaudited)~~contains research-based herbal formulas composed in an herbalist method including powders and extracts of researched plants that have been demonstrated to have health supporting effects of calming the digestive system, reducing anxiety and fatigue, and improving sleep quality.

~~NOTE~~The 5Balance –& ~~CONVERTIBLE~~Calm ~~NOTES~~Family ~~(cont~~Line serves as support for the digestive system, balancing and strengthening the body, calming and improving sleep quality.) Modern lifestyles that include many tasks and heavy stress, with a non-optimal diet, can lead to fatigue, restlessness, pain, and a particularly sensitive digestive system. All of these can also be side effects of taking various medications and having an unbalanced lifestyle. Continuous stress releases toxic substances in the body, which over time can cause significant health problems. Studies showed that reducing stress improves sleep quality through affecting the nervous system. The Balance & Calm Family Line targets to restore and maintain emotional and body balance and calm the digestive and other systems of the body.

~~The scenario in which the Company would raise at least $~~5 ~~million prior to conversion of the convertible loan (scenario 2) was estimated~~. byThe ~~the~~Personal ~~appraiser~~Protection at& noHealth ~~fair~~Supportive ~~value~~Family ~~since it was estimated that along with such raise the convertible loans would be converted at market price.~~Line:

The ~~fair~~Personal ~~value~~Protection & Health Supportive Family Line contains research-based balanced combinations of ~~the~~plants, ~~convertible~~vitamins ~~component~~and ~~was~~minerals composed ~~estimated~~in byan herbalist method, which together form a shell that supports the ~~third-party~~proper ~~appraiser~~functioning ~~after~~of many body systems, giving ~~effect~~an incentive to the ~~weighted~~immune ~~average~~system and preventing contagion with viruses and bacteria. In the current reality of pandemics and the widespread use of ~~two~~medicines ~~possible~~and ~~scenarios~~treatments aswe ofbelieve ~~issuance~~it ~~dates~~is ~~was~~important $8to ~~thousands~~balance and nurture different body systems and to strengthen the immune system.

~~Warrants~~6. The Digestion & Weight Management Family Line

The ~~fair~~Product ~~value~~Line offor ~~the~~Digestions ~~warrants~~& asWeight Management contains research-based herbal formulas including powders and extracts of ~~January~~researched plants ~~30,~~that ~~2023~~have ~~was~~been ~~estimated~~demonstrated atto ~~$268~~have ~~thousands~~effects ~~using~~on the ~~Black-Scholes~~digestive ~~option-pricing~~system, ~~model~~metabolism and isappetite and include ingredients that improve ~~presented~~weight ~~within~~management ~~the~~and ~~consolidated~~include ~~statements~~ingredients with thermogenic, lipotropic, satiety, and other metabolic effects demonstrating improved markers of ~~changes~~metabolic inhealth, ~~shareholders~~such ~~equity~~as glucose, lipids, and blood pressure. These products can be used to support various digestive system health conditions and limited calory diet intake without suffering from nutritional deficiencies, successful weight management, which includes not only weight loss but also weight loss maintenance (~~deficit~~i.e., limiting weight regain); control of appetite, and more.

C7. The AsVitamins of& ~~September~~Minerals ~~30,~~Family 2023, 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 (20% probability for scenario 1 and 80% probability for scenario 2):Line

~~The~~Vitamins ~~scenario~~and inminerals ~~which~~are ~~the~~essential ~~convertible~~organic ~~loans~~compounds ~~would~~that beare ~~converted~~required ~~prior~~in order to ~~its~~maintain ~~maturity~~good ~~(scenario~~health 1)and ~~was~~overcome ~~estimated~~various byinfections ~~the~~and ~~appraiser using the~~retain ~~Black-Scholes~~a ~~option~~good ~~pricing~~health ~~model,~~condition. toThey ~~compute~~are ~~the~~involved ~~fair~~in ~~value~~a variety of ~~the~~metabolic ~~derivative~~processes and tomany ~~market~~physiological ~~the~~systems ~~fair value of the derivative at each balance sheet date. The following are the data~~ and ~~assumptions~~functions ~~used~~in ~~as of~~ the ~~balance sheet date:~~body.

	September 30, 2023
Dividend yield		0	%
Risk-free interest rate		4.85	%
Expected term (years)		0.67
Volatility		143	%
Share price (U.S. dollars)		0.02
Exercise price (U.S. dollars)		0.05
Fair value of the conversion feature (U.S. dollars in thousands)		255
Weighted fair value based on scenario probability (U.S. dollars in thousands)		51

The Vitamins & Minerals Product Line is based on researched substances that have been proven to be efficient for various medicinal uses. They contain research-based balanced combinations of vitamins and minerals composed in an herbalist method, which support the proper functioning of many body systems, and specifically the immune system to prevent contagion with viruses and bacteria, support a healthy digestive system, cognitive functions, and more.

The scenario in which the Company would raise at least $5 million prior to conversion of the convertible loan (scenario 2) was estimated by the appraiser at no fair value since it was estimated that along with such raise the convertible loans would be converted at market price.

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, 2023 was $51 thousands.

~~CITRINE~~About ~~GLOBAL,~~Our ~~CORP.~~Operational Innovation Centers’ Platform

~~NOTES~~One TOof ~~CONDENSED~~the ~~CONSOLIDATED~~Company’s ~~FINANCIAL~~most ~~STATEMENTS~~significant ~~(unaudited)~~strategic assets is its government-supported industrial land located in Yerucham, Israel, held through its subsidiary, Cannovation Center Israel Ltd.

~~NOTE~~The 6property –covers ~~OTHER~~approximately ~~EVENTS~~11,687 ~~DURING~~square ~~THE~~meters ~~PERIOD~~(125,000 square feet) and was secured as part of Israel’s national industrial development initiative. Approximately 90% of the acquisition cost was subsidized by government programs aimed at promoting regional development and technological advancement. The site is designated for the establishment of an Operational Innovation Center in the city of Yerucham.

A.In line Onwith ~~March 6, 2023 Cannovation and S.R. Accord Ltd., an Israeli company (“Lender”), entered into an 18-month credit facility agreement (~~the ~~“Credit~~Company’s ~~Facility”)~~infrastructure ~~pursuant to which Lender has committed to fund Cannovation in an aggregate amount of 3,000,000 NIS (approximately $857,000), as needed. At the time of each draw down, Cannovation~~ and ~~Lender~~scalability will determine the maturity date of the loan. All amounts drawn under the Credit Facility will bear interest a monthly rate of 1.7%. Cannovation has the right to pre-pay the entire amount outstanding under the Credit Facility at any time. As security for any loans under the Credit Facilitystrategy, ~~Cannovation granted the Lender~~ a ~~first~~key ~~priority lien on its rights to the 125,000 sq ft (11,687 sq meters) of industrial~~ land asset in Yerucham ~~(the “Premises”). The lien will become effective only if Cannovation utilizes the Credit Facility. If the market value of the Premises is less than the amount outstanding under the Credit Facility~~, ~~then Lender will be entitled to additional security including additional shares of Citrine Global common stock~~Israel, onwas ~~such~~designated ~~terms and conditions as the parties may agree. As additional security~~ for ~~any payments due to Lender, (i)~~ the ~~Israeli Subsidiary, (ii) Beezzhome and (iii) Netto Holdings, an unaffiliated entity under the partial control~~ development of ~~Ilan Ben Ishay,~~ a ~~director~~proprietary onOperational ~~the~~Innovation ~~board~~Center ~~of Cannovation, as well as each of Ms~~Platform. Elharar Soffer and Mr. Ben Ishay have, in their personal capacities, provided guarantees for the repayment of any amounts that may be owing to Lender under the Credit Facility. The Company, CTGL Citrine Global Israel Ltd. and Cannovation have agreed to indemnify Ms. Elharar Soffer and Mr. Ben Ishay for any losses they incur as a result of the guarantee.

OnThis ~~March~~modular 7,and ~~2023,~~scalable ~~the~~infrastructure ~~Company~~model ~~issued~~was intended to ~~the~~support ~~Lender 2,154,677 shares of~~ the Company’s ~~common~~business ~~stock~~growth aby ~~commitment~~enabling ~~fee~~the indelivery ~~respect~~ of ~~the~~end-to-end ~~provision~~solutions ofacross ~~the~~its ~~Credit~~areas ~~Facility. The Company determined the value~~ of ~~the~~activity, ~~shares~~including ~~issued~~product ~~at $82~~development,~~000~~ ~~based on the share price at the agreement date of which $17~~production,~~000~~ ~~were recorded as finance expenses~~ and ~~the remaining were recorded as pre-paid expenses~~commercialization.

OnThe ~~March~~platform ~~18,~~was ~~2023,~~initiated ~~the~~and ~~Company~~developed ~~issued~~under tothe aleadership ~~consultant 1,077,339 shares~~ of the Company’s ~~common~~Israeli ~~stock~~subsidiary, inCannovation ~~respect~~Center ofIsrael ~~the provision of~~Ltd., ~~the~~with ~~Credit Facility. The Company determined~~ the ~~value~~goal of ~~the~~establishing ~~shares~~specialized ~~issued~~innovation atcenters ~~$41,000~~to ~~based~~support onboth ~~the~~internal ~~share~~operations ~~price at the agreement date of which $9,000 were recorded as finance expenses~~ and ~~the~~external ~~remaining~~strategic ~~were recorded as pre-paid expenses~~collaborations.

OnEach ~~August~~innovation 1,center ~~2023,~~was ~~the~~envisioned ~~board~~as ofan ~~directors~~integrated ofoperational ~~Cannovation,~~ecosystem ~~the~~offering ~~Company majority owned subsidiary, authorized~~ a ~~draw~~wide ~~down~~range ~~under the previously disclosed credit facility with S.R. Accord Ltd. in the approximate amount~~ of ~~approximately~~core ~~$120~~capabilities,~~000~~ ~~to be utilized for the company operations~~including:

~~As required~~● ~~under~~Research ~~the credit facility, Cannovations’s shareholders gave guarantees~~ and each of Ms. Elharar Soffer, the Company’s CEO and a director, and Ilan Ben Ishay, a director of Cannovation, gave personal guarantees, for the drawdown. In addition, as required under the credit facility, Cannovation granted a security interest on Cannnovation’s rights under the development ~~agreement with the Israel Lands Authority with respect to Cannovations’s facility in Yerucahm, in Southern Israel. As of the date of this report, the draw down request is being processed.~~laboratories

~~During the~~● ~~period~~Manufacturing ofand ~~nine~~product ~~month~~formulation ~~ended September 30, 2023, Cannovation utilized $172,000 out of the credit line.~~infrastructure

●

Quality assurance and testing

●

Import/export and logistics support

●

Distribution and go-to-market operations

●

Services for both the Company’s proprietary product lines and third-party client

As part of our strategic focus on the botanical wellness and pharma sector, we plan to establish Green Vision Center as the first Operational Innovation Center within our platform.

The center is planned to be built in Yerucham, Israel, and will serve as a dedicated hub for the development, manufacturing, and global commercialization of plant-based wellness and pharma products.

We have secured a government-supported land grant for approximately 11,687 square meters (about 125,000 square feet) of industrial land in Yerucham, a city in southern Israel, with about 90% of the acquisition cost subsidized through Israel national programs that promote industrial development.

However, following the outbreak of the war in Israel on October 7, 2023, and the resulting impact on the overall business environment, the strategic focus of the platform entered a period of uncertainty. Management initiated a review of the Company’s industrial land asset in Yerucham and began assessing its potential utilization and suitability under the new circumstances, taking into account the heightened uncertainty affecting Israel’s economic and operational landscape.

Strategic Alliance and Equity Interest in iBOT Israel Botanicals Ltd.

The Company has a strategic alliance and manufacturing agreement with iBOT Israel Botanicals Ltd., an affiliated company and a GMP-certified manufacturing facility approved by the Israeli Ministry of Health. Under this alliance, iBOT supports the development and manufacturing of the Company’s nutritional supplement product lines.

On December 31, 2023, the Company acquired a 19% equity stake in iBOT on a fully diluted basis, in exchange for 70,370,370 shares of the Company’s common stock, issued at a price of $0.027 per share, reflecting a $10 million valuation based on an independent third-party valuation report.

As part of the agreement, the Company received an option to increase its holdings to 51% by June 30, 2024, through additional consideration in shares (at the same share price) and cash to support iBOT’s 24-month operating budget.

In June 2024, following the outbreak of war in Israel and the resulting economic uncertainty and shift in strategic priorities, the Company’s Board of Directors resolved not to exercise the option. The option has since expired, and the Company retains its current 19% equity interest in iBOT.

Alliance and Equity Interest in MyPlant Bio Ltd.

A botanical drug discovery company utilizing advanced plant-screening technologies. The Company holds a 10% equity stake in MyPlant Bio, which specializes in identifying therapeutic properties in plant extracts using disease-specific cell models.

IP Strategy and R&D Roadmap

Our IP strategy and R&D roadmap include developing plant-based wellness and pharma solutions, building our patent portfolio, conducting clinical trials, advancing products through regulatory approvals, and bringing innovative products to market.

~~CITRINE~~Creating ~~GLOBAL,~~a ~~CORP.~~Global Network & Growth Strategy

~~NOTES~~We TOposition ~~CONDENSED~~our ~~CONSOLIDATED~~product ~~FINANCIAL~~lines ~~STATEMENTS~~to ~~(unaudited)~~capture market share in the nutritional supplements market that is expected to reach $625 billion by 20305.

~~NOTE~~A 6core –part ~~OTHER~~of ~~EVENTS~~our ~~DURING~~strategy ~~THE~~includes ~~PERIOD~~building ~~(cont~~a worldwide network with local teams, partners, subsidiaries, Green Vision Centers, strategic partnerships, collaborations, and mergers & acquisitions of technology and distribution companies.)

~~B. On May 25~~Initially, we ~~2023,~~are ~~the~~planning ~~Company~~to ~~issued~~build ainfrastructure ~~consultant~~for ~~9,000,000~~business ~~shares~~development ofand ~~the~~sales ~~Company’s~~with ~~common~~local ~~stock~~teams in ~~respect~~North ofAmerica ~~IRPR services. The Company determined the value of the shares issued at $333,000 based on the share price at the agreement date of which $111,000 were recorded as marketing, general~~ and ~~administrative expenses and the remaining were recorded as pre-paid expenses~~Europe.

~~NOTE~~Our 7strategy –includes ~~RELATED~~various ~~PARTIES~~business models that are intended to bring new products to market leveraging, and thereby, maximizing the company’s value, building the company’s intellectual property and growth strategy that includes mergers & acquisitions of technology and distribution companies.

A.The ~~Transactions~~wellness products are sold through different distribution channels which include online digital direct sales, online retailer websites, physical shops and ~~balances~~retailers including food, drug, and mass merchandise retail networks. We are currently focused on building a B2B distribution network worldwide with ~~related~~select ~~parties~~local partners who will be handling import, distribution, marketing, and sales while adhering with local regulations.

~~SCHEDULE~~As part OFof ~~TRANSACTION~~its ~~AND~~initial ~~BALANCE~~go-to-market ~~WITH~~strategy, ~~RELATED~~the ~~PARTIES~~Company began beta-testing select products in the Israeli market, with strategic plans for global commercialization focused on the U.S. market. This included preparation for a multi-channel distribution model, encompassing local teams, distributors, e-commerce platforms, physical retail partnerships, and collaborations with global partners.

	2023			2022			2023		2022
	Nine months ended September 30						Three months ended September 30
	2023			2022			2023		2022
	U.S. dollars (in thousands)
Research and development expenses:
Directors compensation and fees to officers		84			81			27		26
General and administrative expenses:
Directors compensation and fees to officers (*)		1,021			791			293		444
(*) Share based compensation		644			349			166		305
Financing expenses (income), net:
Related to convertible loan terms		(282	)		(575	)		75		(582	)

The Global Nutritional Supplements Market

The global nutritional supplements market is expected to reach USD 624.7 billion by 2030 and is expanding growth at a CAGR of 7.1% over the forecast period 2021 to 2030 with plant-based supplements containing natural ingredients and extracts of plants and mushrooms that have a beneficial biological effect⁶. The global superfoods market is expected to reach USD 214.95 billion by 2027 with superfoods being foods that have a very high nutritional density. This means they provide a substantial amount of nutrients and very few calories. They contain a high volume of minerals, vitamins, and antioxidants.

Growth in the nutritional supplements’ market is driven by growing awareness of health and safety in the traditional pharma, food, and beverage industries as well as higher healthcare costs. Authentic consumption has become a major food and beverage trend as consumers increasingly seek natural ingredients. Products such as ginseng, echinacea, ginkgo biloba, and garlic, the top selling botanical products are considered natural remedies for inflammation and infections. This is also driving growth of vitamins and minerals and moving towards natural colorant-based plant juice products, since they provide better and long-lasting protection from viruses and bacteria. In addition, botanicals and nutritional supplements are widely used by people who suffer from diseases related to weight management, clinical nutrition, digestive health (gut health problems), immunity, diabetes, and cardio fitness, either as treatment or prevention⁷.

Regulatory Environment

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

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

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

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

⁵ Research, P., 2022. Nutritional Supplements Market to Hit US$ 624.7 Billion by 2030. [online] GlobeNewswire

⁶ Research, P., 2022. Nutritional Supplements Market to Hit US$ 624.7 Billion by 2030. [online] GlobeNewswire

⁷ PwC “Vitamins and Dietary Supplements Market Overview Report, https://www.pwc.com/it/it/publications/assets/docs/Vitamins-Dietary-Supplements-Market-Overview.pdf

~~CITRINE~~Regulatory ~~GLOBAL,~~Environment ~~CORP.~~for Our Products

~~NOTES~~While TOthe ~~CONDENSED~~number ~~CONSOLIDATED~~of ~~FINANCIAL~~people ~~STATEMENTS~~using ~~(unaudited)~~nutritional supplements and herbal medicine products continues to increase in many countries, the regulations for these products vary by territory. In some countries supplement use is limited to general health and well-being while in other countries they are permitted for use as medicinal products. To date, there is little consensus from country to country on the scope, requirements, definition, or even the terminology in which the nutritional supplement and herbal medicines categories could be classified 8.

~~NOTE~~Our 7products –are ~~RELATED~~regulated ~~PARTIES~~in ~~(cont~~Israel as nutritional supplements and meet all regulatory compliance requirements for nutritional supplements in Israel.) iBOT Israel Botanicals, our manufacturing facility for our products, is approved by the Israeli Ministry of Health and is GMP-certified.

BGood Manufacturing Practice (GMP) is a system for ensuring that products are consistently produced and controlled according to quality standards. ~~Balances~~GMP ~~with~~covers ~~related~~all ~~parties:~~aspects of production from the starting materials, premises, and equipment to the training and personal hygiene of staff. Detailed written procedures are essential for each process that could affect the quality of the finished product. There must be systems to provide documented proof that correct procedures are consistently followed at each step in the manufacturing process - every time a product is made9. The National Food Service (NFS) is the regulatory body at the Israeli Ministry of Health, that is responsible for food and nutritional supplements approval. The NFS strictly examines the safety and quality of each nutritional supplement product that is about to be registered and marketed in Israel10.

	As of September 30,		As of December 31,
	2023		2022
Current Liabilities:
Short term loan		-		82
Accounts payable		180		120
Accrued compensation		1,749		1,384
Current Liabilities		1,926		1,586
Non-current Liabilities:
Convertible notes		2,020		1,814

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

CAs mentioned, we planned to launch the products in the US and other territories after obtaining all relevant regulatory approvals. However, the current war in Gaza ~~Additional~~has ~~information:~~significantly affected the Israeli economy, which has directly impacted our ability to launch our products in the US currently. We shall revise and disclose our business plans in the future given the local situation on the ground.

1.Regulatory Compliance On January 17, 2023, the Board of Citrine Global, appointed Ms. Ora Elharar Soffer to serve as president of the Company. Ms. Elharar Soffer has been continuously serving as the Company’s Chief Executive Officer since May 7, 2020 and as a Company director since February 21, 2020 and as Chairperson of the Board since March 3, 2020. 2. On January 17, 2023, the Board of Citrine Global, appointed Ms. Ilanit Halperin to serve as treasurer and secretary of the Company. Ms. Halperin has been continuously serving as the Company’s Chief Financial Officer since May 7, 2020 and as a Company director since February 21, 2020. 3. On January 18, 2023, Mr. Ilan Ben Ishay resigned from his position as a director on the Board of the Company for ~~personal~~Cannovation ~~reasons.~~Center Mr. Ben Ishay’s resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies and practices 4. On March 16, 2023, the consulting agreement originally entered into as of July 2020 with Ms. Elharar Soffer, the Company’s Chairperson, CEO and President, was amended. The amendment provides for the following: (i) the monthly consulting to which Ms. Elharar Soffer is entitled will increase from $20,000 to $25,000 plus VAT upon a listing of the Company’s stock on the Nasdaq Stock Market, retroactive to January 1, 2023, (ii) the terms contained in her original agreement and all other terms and awards previously approved by the Company’s board relating to her, including payment of her monthly fee and reimbursement of social benefits payments made by Mr Elharar Soffer, shall continue in full force and effect so long as Ms. Elharar Soffer serves as either director and /or executive officer, (iii) all previous awards and bonuses previously made to her were affirmed and (i) Ms. Elharar Soffer has agreed to defer compensation due to her until such time as the Company shall have consummated an investment of at least $1.8 million in the Company’s securities, at which time outstanding amounts due her under the agreement would be paid to her. The amendment also provides that the committee of the Board that will be responsible for setting the compensation terms of senior management shall prepare and present for approval a compensation program for the Consultant that takes into consideration Ms. Elharar Soffer’s role in founding and leading the Company and that such compensation package shall be competitive with compensation programs for top senior executives/founders generally available in the market and which will include, among other things, appropriate bonuses, severance payments and other amenities generally made available in the market to senior executive and that Ms. Elharar Soffer shall receive the most extensive of such compensation terms amongst senior management.Israel

We acquired 125,000 sq ft (11,687 sqm), or approximately three acres, of industrial land in the south of Israel upon which a 65,000 sq. ft. (~5,800 sqm) facility will be built composed of manufacturing plants, laboratories, logistics, import and export, offices, training, conference center, and an international visitor complex. The center will be constructed by a real estate professional project construction company and regulatory consultants in the relevant fields are now being vetted for the required authorizations.

Properties

The address of our primary executive office is 5 Golden Beach, Caesarea Israel zip 3088900. Our website address is www.citrine-global.com.

Through our subsidiary Cannovation Israel Center, in February of 2022, we completed the acquisition of 125,000 sq ft (11,687 sq meters), or approximately three acres, of industrial land in Yerucham, a city in southern Israel, to build the Green Vision Center Israel with Israeli government’s support. Under the Development Agreement entered into with the Israel Lands Authority (“ILA”), Cannovation Ltd. will build and develop the Green Vision Center in accordance with by the time frames, terms and conditions of the agreement. Typically, the initial time frame for completing the development is four (4) years, subject to extensions that the ILA may approve. Upon completion of the development within the time frames and other requirements specified in the Development Agreement, then Cannovation Ltd. will be entitled subject to Israeli law to long term lease agreement (49 years) to the land (equivalent to ownership rights as most of the land in Israel is government owned and when marketed usually the developers are granted with development/long lease rights). Our subsidiary, Cannovation Ltd., holds title to the land under the Development Agreement. As part of our strategic focus on the botanical wellness and pharma sector, we plan to establish an Operational Production and Innovation Center dedicated to the development, manufacturing, and commercialization of plant-based wellness and pharma products.

In addition, Cannovation is expected to benefit from 30% reimbursement of building and equipment costs from the Israeli Ministry of Economy and reduced corporate tax rates under Israel’s industrial development incentive program for the southern region.

⁸ Thakkar, S., Anklam, E., Xu, A., Ulberth, F., Li, J., Li, B., Hugas, M., Sarma, N., Crerar, S., Swift, S., Hakamatsuka, T., Curtui, V., Yan, W., Geng, X., Slikker, W. and Tong, W., 2020. Regulatory landscape of dietary supplements and herbal medicines from a global perspective. Regulatory Toxicology and Pharmacology, 114, p.104647

⁹ISPE organization, Regulatory-Resources - GMP

¹⁰ Israeli Ministry of Health, National Food Services Department Website (NFS)

~~CITRINE~~Significant ~~GLOBAL, CORP.~~Events

~~NOTES~~On TOFebruary ~~CONDENSED~~9, ~~CONSOLIDATED~~2024, ~~FINANCIAL~~the ~~STATEMENTS~~Company issued a promissory note in favor of 1800 Diagonal Lending LLC, a Virginia limited liability company (~~unaudited~~the “Lender”), in the principal amount of $63,250. The Company received $50,000 in net proceeds from Lender due to the original issue discount on the Note. The Note bore a one-time interest charge of 15% per annum, payable with outstanding principal in nine (9) payments of $8,081.89 for a total payback to the Lender of $72,737.00. The Note was due in full on November 15, 2024. Any amount of principal or interest on the Note which is not paid when due is subject to a default interest at the rate of twenty-two percent (22%) per annum from the due date until the same is paid. As of December 31, 2024, the Company repaid the entire outstanding amounts on the note.

~~NOTE~~On 7February –22, ~~RELATED~~2024, ~~PARTIES~~Mr. ~~(cont~~Doron Birger resigned from his position as a director on the Board of the Company.)

C.Subsequent ~~Additional information (cont.)~~Events

5. On August ~~March 16~~2, ~~2023~~2024, the ~~consulting~~Company ~~agreement~~and ~~originally~~X ~~entered~~Group ~~into~~Fund as of ~~July~~Funds ~~2020~~Limited ~~with~~Partnership ~~Ilanit~~formed ~~Halperin,~~under the ~~Company’s~~laws ~~CFO,~~of ~~was~~Michigan ~~amended.~~(“X ~~The~~Group”) ~~amendment~~entered into ~~provides~~a ~~for~~term ~~the~~sheet ~~following:~~agreement-in-principle ~~(i)~~pursuant ~~the monthly consulting~~ to which Msthe ~~Ilanit~~X ~~Halperin,~~Group isagreed ~~entitled~~to ~~will~~purchase, ~~increase~~and ~~from~~Citrine ~~$7,000~~Global agreed to ~~$10~~sell,~~000~~ ~~plus~~units ~~VAT upon a listing~~ of Citrine ~~the Company~~Global’s ~~stock~~securities onwhere ~~the~~each ~~Nasdaq~~unit ~~Stock~~(each ~~Market,~~a ~~retroactive~~“Unit”) tois ~~January~~comprised 1,of ~~2023,~~ (iii) ~~the~~one ~~terms~~(1) ~~contained~~share inof ~~her~~common ~~original~~stock ~~agreement~~ and ~~all~~(ii) a ~~other~~warrant, ~~terms~~exercisable ~~and~~through ~~awards~~the ~~previously~~earlier ~~approved~~of byDecember ~~the~~31, ~~Company’s~~2024 ~~board~~or ~~relating~~such totime ~~her,~~as ~~including~~Citrine ~~payment~~Global ofis ~~her~~cleared ~~monthly~~for ~~fee~~listing ~~and~~on ~~reimbursement~~a ofU.S. ~~social~~National exchange, ~~benefits~~to ~~payments~~purchase ~~made~~an byadditional ~~M.s~~one ~~Halperin,~~share ~~shall~~of ~~continue~~common instock ~~full~~at ~~force~~a ~~and~~per ~~effect~~share soexercise ~~long~~price asof Ms$0.01. ~~Halperin~~The ~~serves~~purchase asprice ~~either~~per ~~director~~Unit ~~and~~is $0.01 ~~/or~~for ~~executive~~an ~~officer,~~aggregate ~~(iii)~~purchase ~~all~~price ~~previous~~of ~~awards~~$250,000 ~~and~~which ~~bonuses~~was ~~previously made~~ to ~~her~~be ~~were~~paid ~~affirmed~~as ~~and~~follows: (i) ~~Ms.~~$100,000 ~~Halperin~~by ~~has~~no ~~agreed~~later tothan ~~defer~~August ~~compensation~~31, ~~due~~2024 toand (ii) ~~her~~$150,000 ~~until~~by ~~such~~no ~~time~~later asthan ~~the~~September ~~Company~~30, ~~shall~~2024. ~~have~~In ~~consummated~~consideration ~~an investment~~ of ~~at least~~ $~~1.8~~250,000 ~~million~~Initial ~~in the Company’s securities~~Investment, atinvestor ~~which~~Group ~~time~~will ~~outstanding amounts due her under the agreement would~~ be ~~paid~~entitled to ~~her. In addition~~ 25,000,000 ~~the~~shares ~~Company~~of ~~undertakes~~Citrine ~~that~~Global’s ~~the~~common ~~committee~~stock. As of the ~~Board~~date ~~that~~hereof, ~~will be responsible for setting~~ the ~~compensation~~Company ~~terms~~has ofreceived ~~senior~~$21,000 ~~management~~from ~~shall~~the ~~prepare and present for approval a compensation program for Ms~~Group. As ~~Halperin~~the ~~that~~X ~~shall~~Group bedid ~~competitive~~not ~~with~~remit ~~compensation~~the ~~programs~~agreed ~~for~~amount ~~senior~~within ~~executives generally available in~~ the ~~market~~approved ~~and which will include~~timeframes, ~~among other things, appropriate bonuses, severance payments and other amenities generally made available in~~ the ~~market~~agreement ~~to senior executives~~lapsed.

~~NOTE~~On 8September –15, ~~SUBSEQUENT~~2024, ~~EVENTS~~Mr. Ilan Ben Ishay resigned from his position as a director on the Board of subsidiary CTGL Citrine Global Israel Ltd. On October 1, 2024, Mr. Ilan Ben Ishay resigned from his position as a director on the Board of subsidiary Cannovation Center Israel Ltd.

~~(i)~~ On November 22024, ~~2023,~~ the ~~Board of Directors the~~ Company ~~determined to seek an agreement with iBOT pursuant to which the Company, would purchase, on an initial basis, a19% equity stake in iBOT with an option to increase the Company~~’s ~~equity holdings to 51%~~subsidiary, onCannovation ~~terms and~~Center ~~conditions~~Israel ~~acceptable to the Company and iBOT~~Ltd. It(“Cannovation”), ~~was~~filed ~~determined~~a ~~that~~debt ~~the~~claim ~~offered~~in ~~purchase price would be based on~~ the ~~discounted~~ ~~pre-company~~insolvency ~~valuation~~proceedings of ~~iBOT~~Golden ~~prepared~~Holdings byNeto anLtd. ~~independent~~(“Golden ~~third party valuator commissioned by the Company of $10,000,000~~Holdings”). ItAt ~~was also determined by~~ the ~~Board~~relevant ~~that consideration for the initial 19% equity stake would be by way of a share exchange with iBOT and the balance of the consideration wo70~~time,~~uld~~ beGolden byHoldings ~~way~~held ~~of combination of shares and cash as agreed to by the Company and iBOT. It was also agreed that~~approximately ~~all~~20% ~~Company share issuance to iBOT would be calculated a per share price~~ of ~~$0.027, representing then the highest closing price of the Company~~Cannovation’s ~~common stock during the preceding 30 day period~~shares.

On November 19, 2023, the Company entered into a binding Letter of Intent (LOI) with iBOT pursuant to which, would purchase, on an initial basis, a19% equity stake in iBOT with an option to increase the Company’s equity holdings to 51%, upon the execution of definitive agreements, initially a 19% equity stake in iBOT in consideration of which the Company will issue to iBOT 70,370,370 shares of the Company’s common stock and iBOT will issue such number of iBOT ordinary shares as shall represent 19% of iBOT’s outstanding equity (following such issuance), on a fully diluted basis., Under the LOI, the Company was also granted an option, exercisable through June 30, 2024 and extendable, at the Company’s option, for an additional six months, to increase the Company’s shareholdings in iBOT to a total of 51% of iBOT’s equity, on a fully diluted basis. The consideration for the increased equity position would be paid by a combination of shares and cash, as agreed by the Company and iBOT, provided that such consideration shall include a cash component that will be sufficient to cover iBOT’s operating budget for a 24 month period. iBOT is authorized to determine whether the Company’s exercise of the option, if any, will be through the issuance by iBOT of new shares to the Company or through the purchase by the Company of the requisite number of shares from existing iBOT shareholders.

(ii) On November 19, 2023, the holders of the convertible loans issued under the Loan Agreement which is comprised of Citrine SAL High Tech 7 LP, Citrine SAL Biotech 8 LP, and Citrine SAL Biotech 9 LP (collectively, the “LPs”) entered into a binding LOI pursuant to which the LPs agreed to extend the maturity date of the convertible loans from May 2024 to December 31, 2024 in consideration of Citrine’s undertaking to adjust the terms of the notes consistent with the terms of a subsequent financing that Citrine entered into in March 2023 with the adjusted terms being on terms mutually agreed to by the Company and iBOT. The adjusted terms and conditions relating to the Note shall be memorialized in a written instrument which may include terms and conditions as Citrine Global and the LPs shall agree to.

~~ITEM~~Pursuant to 2agreements between the parties and as a shareholder, Golden Holdings had committed to support Cannovation, including by signing guarantees on behalf of the company and its controlling shareholder, Mr. ~~MANAGEMENT’S~~Ilan ~~DISCUSSION~~Ben ~~AND~~Ishay, ~~ANALYSIS~~and OFby ~~FINANCIAL~~providing ~~CONDITION~~financial ~~AND~~assistance. ~~RESULTS~~Upon OFGolden ~~OPERATIONS~~Holdings entering insolvency proceedings, such support ceased.

~~Forward-looking~~Accordingly, ~~Statements~~Cannovation filed an official debt claim with the trustee of Golden Holdings in the amount of NIS 1,512,983 (approximately USD 420,000), for amounts it claims are due to it under prior agreements and commitments. The claim was submitted as part of the proceedings before the Haifa District Court and is currently under review by the relevant authorities.

~~This~~During ~~Quarterly~~a ~~Report~~meeting ~~on Form 10-Q contains certain forward-looking statements within the meaning~~ of ~~the~~Cannovation’s ~~Private~~board ~~Securities Litigation Reform Act~~ of ~~1995 and other Federal securities laws~~directors, ~~and~~it iswas ~~subject~~explained to the safe-harbor created by such Act and laws. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of such terms, or other variations thereon or comparable terminology. The statements herein and their implications are merely predictions and therefore inherently subject to known and unknown risks, uncertainties, assumptions and other factors that ~~may~~additional ~~cause~~shareholder ~~actual~~support ~~results,~~was ~~performance levels of activity~~required, orincluding ~~our achievements, or industry results~~signing toguarantees befor ~~materially~~a ~~different~~loan from ~~those contemplated by the forward-looking statements~~S.R. ~~Except~~Accord as ~~required~~well byas ~~law,~~a weguaranteed ~~undertake~~letter nofor ~~obligation to~~a ~~release~~deposit ~~publicly~~related ~~the result of any revision~~ to ~~these~~a ~~forward-looking~~government ~~statements~~grant ~~that~~received ~~may~~by ~~be made to reflect events or circumstances~~Cannovation after the date hereof or to reflect the occurrence of unanticipated events. Further information on potential factors that could affect our business is described under the heading “Risk Factors” in Part I, Item 1A, of our Annual Report on Form 10-K for the ~~fiscal~~ ~~year~~SkyTech ~~ended December 31~~project, ~~2022~~in asaddition ~~filed~~to ~~with~~other ~~the~~company ~~Securities and Exchange Commission, or the SEC, on March 22, 2023~~commitments. ~~Readers~~The ~~are also~~board ~~urged~~resolved to ~~carefully~~request ~~review and consider the various disclosures we have made in~~ that ~~report.~~all AsCannovation ~~used~~shareholders ~~in this quarterly report, the~~support ~~terms~~the ~~“we”~~company, ~~“us”,~~including ~~“our”,~~by ~~the~~signing ~~“Company”~~corporate and ~~“Citrine”~~personal ~~mean Citrine Global, Corp~~guarantees. ~~and our wholly-owned subsidiary CTGL -Citrine Global Israel Ltd. unless otherwise indicated or as otherwise required by the context.~~

~~Overview~~To that end, a mechanism was established whereby shareholders who provided such support, including signing personal guarantees, would be entitled to receive additional share allocations, whereas shareholders who did not provide such support would not receive any new share allocations.

WeIn ~~are~~January 2025, during a ~~wellness~~shareholders’ &meeting, ~~plant-based~~Cannovation ~~pharma~~addressed ~~solutions~~all ~~company~~shareholders, ~~with~~including aGolden ~~vision~~Holdings, requesting such support and the signing of ~~becoming~~personal guarantees. As Golden Holdings did not provide such commitments, new shares were allocated to the existing shareholders CTGL Citrine Global Israel Ltd., a ~~leading~~subsidiary ~~company~~of inCitrine ~~these~~Global ~~fields~~Corp., and ~~improve~~Beezhome ~~people’s~~Technologies Ltd., resulting ~~health~~in ~~and~~Golden ~~quality~~Holdings’ ofownership ~~life~~in ~~worldwide~~Cannovation being reduced to approximately 1%.

~~The~~On ~~global~~September ~~health~~1, 2024, Lior Asher and ~~wellness~~or ~~market~~Deer Light Ltd entered into consulting agreements with the Company and its subsidiaries. On September 1, 2024, Deer Light Ltd entered into consulting agreements with the Company and its subsidiaries. Under these agreements, Deer Light Ltd is ~~expected~~engaged to ~~reach~~provide ~~USD~~strategic 7planning, business development, innovation scouting, funding facilitation, and project management services.6 ~~trillion~~The bytotal ~~2030~~monthly retainer fees under these agreements amount to USD 11,000 ~~growing~~(plus atVAT), as detailed below: - $2,500 per month from the Company , - $3,500 per month from CTGL Citrine Global Israel Ltd , $5,000 per month from Cannovation Center Israel Ltd , However, all payments under these agreements are deferred until the earlier of: (i) the listing of Citrine Global Corp on a ~~CAGR~~recognized U.S. stock exchange; (ii) successful fundraising of 5at least USD2.5% million from ~~2021~~external tosources; ~~20301~~or ~~with~~(iii) the Company achieving positive operational ~~growing~~cash ~~awareness~~flow, confirmed by the board of ~~health~~directors ~~and~~(“Payment ~~wellness~~Event”).In ~~solutions~~addition ~~for~~to ~~improving~~cash ~~people’s~~compensation, ~~quality~~the Company may award equity-based compensation under future equity incentive plans, subject to board approval. One such equity grant will approve by company, granting options to purchase 41,762,976 common shares, with a two-year vesting schedule and 50% acceleration upon uplisting. As of ~~life2~~this report, the options have not been issued yet.

WeAs ~~are~~of ~~witnessing~~September a2024, ~~global~~the ~~movement~~Company renewed its short tem loan with S.R. Accord Ltd. in the amount of ~~health~~approximately ~~and~~NIS ~~wellbeing~~660,000 (approximately ~~becoming~~$176,000). As part of the renewal, Mr. Lior Asher signed as a ~~priority~~personal ~~for~~guarantor, joining Ms. Ora Elharar Soffer as guarantor. In addition, the ~~public~~Company, ~~further~~its ~~emphasized~~Israeli subsidiary CTGL – Citrine Global Israel Ltd., and Beezhome Technologies Ltd., a private company wholly owned by Ms. Ora Elharar Soffer, signed the ~~global~~agreement. ~~COVID~~While Netto Holdings Ltd. and Mr. Ilan Ben Ishay had originally undertaken to provide personal guarantees, they had not executed such guarantees as of that date. All collateral under the Credit Facility remained in place, including a first-19priority lien over the Company’s rights and the 125,000 sq. ft. ~~pandemic~~(11,687 sq. ~~There~~meters) isindustrial ~~increasing~~parcel ~~recognition~~in ~~that~~Yerucham, ~~people~~Israel, ~~need~~as well as additional collateral intended to ~~take~~secure ~~charge~~repayment of ~~their~~the ~~own~~loan and ~~health~~to cover any damage, ~~improve~~debt, or obligation arising from the Credit Facility. The Company, together with CTGL – Citrine Global Israel Ltd. and Cannovation Center Israel Ltd. (now SkyTech Orion Ltd.), undertook to fully indemnify both Ms. Elharar Soffer and Mr. Lior Asher for any liability, damage, or loss that may result from their ~~quality~~personal guarantees. On March 31, 2025, the total amount of ~~life~~the short term loan was increased to NIS 1,000,000 ~~use~~(approximately ~~natural~~$280,000), with all guarantees and collateral remaining ~~products~~in place. On August 2025, SR Accord extended the credit facility agreement with Cannovation Center Israel Ltd. (renamed SkyTech Orion Ltd.) until March 31, 2027. The facility is supported by guarantees of CTGL Citrine Global Israel Ltd. and ~~balance~~Citrine ~~side~~Global Corp., ~~effects~~as ~~caused~~well as personal guarantees signed by ~~medicines~~Ora Elharar-Soffer, the Company’s CEO, and ~~treatment3~~Lior Asher, a director of SkyTech Orion Ltd. With respect to the personal guarantees of Ora Elharar-Soffer and Lior Asher, Cannovation Center Israel Ltd.( SkyTech Orion Ltd ) CTGL Citrine Global Israel Ltd., and Citrine Global Corp. have confirmed, in line with prior Board resolutions, their undertaking to provide indemnification and comprehensive protections to the guarantors.

~~Our~~On ~~headquarters~~October ~~and~~9, ~~executives~~2024, ~~are~~the ~~based~~board inappointed ~~Israel,~~Mr. ~~where~~Lior weAsher ~~operate~~to ~~via~~serve as a director of our ~~100%-owned-subsidiary~~subsidiaries “CTGL Citrine Global Israel Ltd.” and ~~60%-owned “~~Cannovation Center Israel Ltd.”

Our presence in Israel combined with our close contacts with leading universities, researchers, companies, shareholders and governmental support, allows us to access the latest technologies, talent, and innovation to bring innovative solutions to the global market.

We have built an end-to-end strategy to bring to market on a global scale innovative wellness and plant-based pharma solutions covering the whole spectrum from innovation, research and development, product development, production and manufacturing, distribution, marketing and sales.

We believe the power of plant-based solutions from nature can help improve people’s health and quality of life.

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

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

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

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

~~Leveraging~~On ~~technology~~December ~~and research~~29, we2024 ~~are~~- ~~focused~~Citrine onGlobal ~~developing~~Corp. aappointed ~~products~~Mr. ~~portfolio~~David ~~based on rigorous scientific research ranging from synergistic botanicals~~Price, ~~herbal extract~~LLC, ~~tinctures,~~as ~~medicinal~~the ~~mushrooms~~company’s ~~together with plant extracts, vitamins, minerals, botanical formulations from seeds, roots, bark, fruits, and a wide variety of plants that contain substances with health-supportive effects~~U.S. ~~Such~~legal supportive effects include, but are not limited to, enhancing oral care, anti-inflammatory properties, relaxation, sleep enhancement, energizing, mood and body balancing, alleviating side effects, and morecounsel.

WeOn ~~have~~December ~~more~~31, ~~than~~2024, the Company entered into agreements with three related noteholders – Citrine LP 7, Citrine LP 8, and Citrine LP 9 – to convert outstanding principal amounts under certain convertible promissory notes into common shares of the Company. In total, the Company converted principal debt of $1,880,000 (NIS 6,439,998) into 176,410,600 common shares. And the accrued interest on all such notes will be payable to the entitled noteholders only if and when the Company raises gross proceeds of at least $5 million. Citrine LP 7 - The Company converted its outstanding principal debt into 24,513,100 ~~plant~~common shares. The conversion related to: A convertible note issued on April 19, 2020, in the original principal amount of $170,000 (NIS 608,379); and A note issued on September 30, 2022, in the original principal amount of $80,000 (NIS 286,350). Citrine LP 8 -~~based~~ ~~formulations~~The Company converted its outstanding principal debt into 41,023,400 common shares. The conversion related to: A convertible note issued on June 15, 2020, in the original principal amount of $100,000 (NIS 347,439); and ~~product~~A ~~lines~~note ~~under~~issued on June 21, 2020, in the ~~brands~~original ~~GreenFeels™~~principal ~~targeting~~amount of $350,000 (NIS 1,149,925). Citrine LP 9 - The Company converted its outstanding principal debt into 110,874,100 common shares. The conversion related to:A convertible note issued on June 15, 2021, in the ~~nutritional~~original ~~supplements~~principal amount of $900,000 (NIS 3,127,770); A ~~market~~note ~~that~~issued ison ~~expected~~January 5, 2022, in the original principal amount of $180,000 (NIS 566,047); and A note issued on July 15, 2022, in the original principal amount of $100,000 (NIS 353,088). In addition, the Company issued warrants to ~~reach~~purchase 176,010,600 shares of common stock under the same terms, exercisable at an exercise price of $~~625~~0.01 ~~billion~~per byshare ~~20304~~and exercisable until the earlier of December 31, 2025, or the Company’s listing on a U.S. national stock exchange.

~~Acquisition~~On ofJanuary ~~iBOT~~7, ~~Israel~~2025, ~~Botanicals~~Deer Light Ltd signed an investment agreement with Citrine Global Corp. (the “Company”). under which it committed to invest USD 137,000 in exchange for 13.7 million common shares and warrants to purchase an additional 13.7 million shares at an exercise price of $0.01 per share. The warrants are exercisable by December 31, 2025, or upon uplisting to a national stock exchange, whichever comes first. The investment is to be completed no later than March 15, 2025, and may be partially executed through direct supplier payments. As of March 2025, the investment has been fully completed.

On ~~November~~January 1912, ~~2023~~2025, weCannovation ~~signed~~Center Israel Ltd. (subsequently renamed SkyTech Orion Ltd.), the Israeli subsidiary of Citrine Global Corp., received official notification from the Israeli Ministry of Economy and Industry that it had been awarded a ~~binding~~government ~~Letter~~grant in the amount of ~~Intent~~NIS 12.5 million (~~LOI~~approximately USD 3.4 million). ~~with~~The ~~iBOT~~grant, ~~Israel~~in ~~Botanicals~~the ~~Ltd~~amount of NIS 12.5 tomillion ~~purchase~~(approximately upUSD 3.4 tomillion), 51is structured as reimbursements of approximately 37.5% ~~equity~~of the Company’s eligible expenses, including ~~interest~~construction, onequipment, services, and other costs submitted in connection with the establishment of the SkyTech Innovation and Production Center. The grant was awarded as part of a ~~fully~~national ~~diluted~~strategic ~~basis~~program supporting the defense sector. The funds are designated for the establishment of the SkyTech Innovation and Production Center in ~~iBOT~~the city of Yerucham, Israel, ~~Botanicals~~on ~~Ltd.~~land ~~(iBOT)~~that had previously been allocated to the subsidiary by ~~initially~~the ~~acquiring~~State ~~19%~~of ~~and~~Israel as part of a prior grant for the construction of an ~~option~~Operational Innovation Center. This new grant is in addition to ~~obtain~~the anprior ~~additional~~allocation ~~32%~~and ofsupports the ~~equity~~construction of ~~iBOT~~approximately 5,000 square meters of facilities on the 11.7-dunam (about 2.89 acres) plot. The Center will include assembly lines, R&D laboratories, testing facilities, and an advanced production system focused on developing and manufacturing defense-grade UAV and drone solutions. As noted,

~~iBOT~~On January is23, 2025, a ~~revenue-generating nutritional supplements~~shareholders’ ~~company~~meeting ~~offering~~of ~~products~~Cannovation ~~with~~Center ~~attractive gross margins in high growth categories~~Ltd. ~~The~~was ~~company~~held iswith ~~an innovative botanical developer of natural formulations and owns a GMP-certified manufacturing site approved by~~ the ~~Israeli~~participation ~~Ministry~~ of ~~Health~~all ~~and~~shareholders: CTGL ~~the~~Citrine IPGlobal ~~and~~Israel ~~manufacturing know-how of hundreds of nutritional supplements including probiotics~~Ltd., ~~medicinal~~holding ~~mushrooms,~~60% ~~zinc,~~(a ~~magnesium,~~subsidiary ~~spirulina, ginkgo~~of ~~biloba,~~Citrine ~~algae,~~Global ~~valerian~~Corp.), ~~ashwagandha,~~Beezhome ~~and~~Technologies ~~additional~~Ltd. ~~plants~~(owned ~~that~~by ~~contain substances with health-supportive effects~~Ms. ~~iBOT~~Ora ~~products~~Elharar ~~arrive~~Soffer, inthe ~~multiple~~Company’s ~~form~~CEO), ~~factors:~~holding ~~syrups~~20%, ~~tinctures,~~and ~~oils,~~Golden ~~tablets,~~Holdings ~~powders~~Finance, ~~capsules,~~holding ~~and sachets~~20%.

~~Currently,~~All shareholders ~~iBOT~~were ~~generates~~given ~~revenue~~the ~~through~~opportunity ~~a business-~~to~~-business~~ ~~(B2B) model~~support the Company, ~~supplying~~including ~~private~~by ~~labels~~providing topersonal ~~marketing~~guarantees ~~companies~~for ~~that~~existing ~~sell~~loans ~~them~~as well as for obligations under ~~their~~the ~~own~~government ~~label~~grant. inCTGL Citrine Global Israel Ltd. ~~The~~expressed ~~company’s~~its ~~growth~~support, ~~strategy~~and Beezhome Technologies Ltd., ~~includes~~through ~~selling~~its ~~products~~owner ~~worldwide~~and tothe ~~major~~Company’s ~~retailers~~CEO, ~~and~~Ms. ~~direct~~Ora ~~sales~~Elharar ofSoffer, ~~business-to-customer~~personally ~~(B2C)~~signed ~~online~~guarantees ~~via~~in ~~e-commerce~~connection ~~platforms~~with the existing loans and ~~through~~the ~~retailers~~government ~~and~~grant ~~distributors~~commitments, thereby providing the direct backing required to advance the Company’s activities.

~~Citrine~~On ~~Global~~May ~~acquisition~~29, of2025, ~~iBOT~~after isthe inperiod ~~line~~granted ~~with~~to ~~the~~Golden ~~company’s~~Holdings ~~strategy~~Finance had passed, and ansince ~~opportunity~~it did not provide any support or personal guarantees, the Company executed the resolution. Pursuant to ~~accelerate~~this ~~growth~~resolution, ~~through~~new ~~acquisitions~~shares ofwere ~~revenue-generating~~allocated ~~companies~~to ~~and~~CTGL ~~high-growth~~Citrine ~~potential~~Global Israel Ltd., increasing its holdings to 69.5%, and ~~generating~~to ~~revenue~~Beezhome byTechnologies ~~expanding~~Ltd., ~~sales~~increasing ~~via~~its ~~distribution~~holdings ~~through~~to 29.5%. As a ~~worldwide~~result, ~~network~~the holdings of ~~local~~Golden ~~teams~~Holdings Finance ~~and~~in ~~partners~~Cannovation were diluted to approximately 1%.

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

~~Acquisition~~On March 5, 2025, the Board approved a Directors & Officers (D&O) insurance policy with coverage of ~~MyPlant~~USD ~~Bio~~3 ~~Ltd~~million at an annual premium of USD 23,750.

WeOn ~~purchased~~March a26, ~~10%~~2025, ~~equity~~the ~~interest~~Board ~~(on~~approved ato ~~fully~~increase ~~diluted~~the ~~basis)~~share incapital ~~MyPlant~~of ~~Bio~~Cannovation Center Israel Ltd. and CTGL Citrine Global ~~has~~Israel ~~an option to purchase an additional 45% of MyPlant equity by December 31, 2023~~Ltd.

~~MyPlant~~On ~~Bio~~April ~~Ltd~~3, ~~specializes~~2025, ina ~~botanical~~binding ~~drug~~Settlement ~~development~~Agreement ~~and~~was ~~owns~~reached ~~certain~~with ~~know-how and intellectual property rights that include~~ a ~~developed~~ ~~platform~~former ~~and~~consultant ~~cell-disease~~of ~~models~~our ~~to screen plant extracts to understand their biological effect~~subsidiary, ~~and~~Cannovation ~~has~~Center ~~screening~~Israel ~~platforms~~Ltd., ~~using~~relating ~~cell line models for certain diseases and conditions~~ to ~~detect~~management ~~effective~~fees ~~plant materials~~ and~~/or~~ ~~other~~compensation ~~substances~~ for ~~the~~ ~~treatment of these conditions. MyPlant was founded by Cannasoul Analytics, a leading botanical research and development company and Prof. Dedi Meiri from~~ the ~~Faculty~~notice ~~of Biology at the Israeli Institute of Technology (Technion) and a member of the Technion Integrated Cancer Center~~period. ~~Citrine~~This ~~Global’s~~has ~~acquisition~~been offully ~~MyPlant is in line with the Citrine Global’s strategy to be a leader in wellness and plant-based pharma solutions~~paid.

WeOn ~~view~~April 8, 2025, in accordance with the ~~acquisition~~grant requirements, a digital bank guarantee in the amount of ~~MyPlant~~NIS as625,000 an(approximately ~~opportunity~~USD to187,000) was ~~advance~~issued ~~our~~by ~~wellness~~Bank ~~products~~Mizrahi. ~~with~~The ~~MyPlant’s~~guarantee ~~scientific~~is ~~research~~backed asby toan ~~the effects~~unlimited ofpersonal ~~specific~~guarantee ~~plant~~from ~~substances~~Ms. Ora Elharar Soffer and ~~compounds~~a onlimited ~~different~~personal guarantee ~~wellness~~from Mr. Meir Aharon, who, through his consulting and ~~medical~~construction ~~conditions~~company, has been engaged to build the SkyTech Center in Yerucham.

AsOn ~~the~~April ~~worldwide~~8, ~~use~~2025, ofa ~~botanical~~contract ~~nutritional~~was ~~supplements~~signed ~~and~~with ~~botanical~~M. ~~drugs~~Aharon ~~continues~~Construction to& ~~grow,~~Projects Ltd. for the ~~need~~construction ~~for~~of ~~scientific~~the ~~evaluation~~concrete skeleton of the ~~safety~~SkyTech ~~and~~Center ~~efficacy~~in ofYerucham. ~~these~~The ~~products~~agreement isincludes ~~becoming~~exclusivity ~~ever~~subject ~~greater~~to conditions, with price adjustments permitted in exceptional circumstances such as significant material cost increases or delays in permitting. WeMr. ~~are~~Aharon ~~targeting~~committed to a personal guarantee and ~~positioning~~bank collateral, ~~our~~and ~~product~~the ~~lines~~Company ~~for~~undertook to grant him the ~~nutritional supplements~~right ~~market~~of ~~that~~first isrefusal, ~~expected~~a tobonus ~~reach~~for ~~$625~~his ~~billion~~commitment (including options), and full indemnification by ~~20305~~Citrine Global, Cannovation, and CTGL.

~~Developing~~On &May ~~Bringing~~13, ~~Plant-Based~~2025, ~~Wellness~~the &Israeli ~~Pharma~~subsidiary ~~Products~~Cannovation Center Israel Ltd. changed its name to ~~Market~~SkyTech Orion Ltd.

~~Our strategy~~On isJune to19, ~~add~~2025, ~~value~~the toBoard ~~our~~of ~~product~~Directors ~~lines~~of ~~and~~SkyTech ~~position~~Orion ~~our~~Ltd., ~~company~~whose ~~with~~69.5% aof ~~competitive~~its ~~edge~~shares are held by CTGL Citrine Global Israel Ltd., Citrine Global Corp.’s wholly-owned subsidiary, resolved that, in light of the ~~wellness~~personal exposure of Ms. Ora Elharar Soffer, ~~nutritional~~the ~~supplements~~Company’s Chairwoman and ~~plant~~CEO, who personally invests funds and is the only shareholder continuously supporting the Company by providing services, personal guarantees and financial resources and is the sole owner of Beezhome Technologies Ltd. holding 29.5% of the shares of SkyTech Orion Ltd., shall be granted Anti-~~based~~Dilution ~~pharma~~Protection ~~markets~~with respect to its holdings in SkyTech Orion Ltd.

WeOn ~~are~~June ~~basing~~26, ~~our~~2025, ~~efforts~~Citrine onGlobal ~~technologies~~Corp. tochanged ~~create~~its ~~research~~name ~~and~~to ~~innovation,~~SkyTech ~~developing~~Orion Global ~~plant-based~~Corp. ~~solutions~~in ~~which~~Delaware, ~~include~~reflecting ~~products~~its ~~for improving~~strategic ~~quality~~focus ofon UAV ~~life~~ and ~~complementary~~drone solutions ~~for balancing selected side effects caused by using medicines, treatments, or an unbalanced lifestyle~~.

Revenue & Growth Strategy

We plan to expand our distribution efforts in the wellness industry and build a worldwide network of local teams and partners, as well as doing mergers & acquisitions of health and wellness companies that already have sales and distribution infrastructures. Initially, we are planning to build an infrastructure for sales and business development with local teams in North America and Europe.

Citrine Global acquisition of iBOT is in line with the company’s strategy and an opportunity to accelerate growth through acquisitions of Revenue-Generating companies with fast-growing potential and leveraging the company’s sales in brand building in digital marketing, partnerships with retail and distributions in health and wellness industry.

Our target Market potential

The wellness market is booming, with health-conscious consumers spending more on natural products ranging from nutraceuticals, natural superfoods, natural beverages, natural cosmetics, and plant-derived drugs.

● The nutritional supplements market was $314 billion in 2020 and is expected to reach $624.7 billion by 20306. ● The superfoods market was $172 billion in 2020 and is expected to reach $287.7 billion by 20277. ● The botanical and plant-derived drug market was $26 billion in 2018 and is expected to reach $53 billion by 20268. ● The natural cosmetics market was $15 billion in 2021 and is expected to reach $21.5 billion by 20289.

Our mission is to leverage the power of plant-based solutions from nature to help improve people’s health and quality of life.

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

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

7 Research, I., 2022. Global Superfoods Market Size is Projected to Reach US$ 287.75 Billion by 2027 | [online] GlobeNewswire Newsroom

8 2018-2026, G. and 2018-2026, G., 2022. Botanical and Plant Derivative Drug Market - Global Forecast 2018-2026. [online]

9 Vantage Market Research, Vegan Cosmetics Market to Hit USD 21.5 Billion by 2028 | GlobeNewswire Newsroom [online]

Our IP Strategy and R&D Roadmap include:

● Developing wellness product portfolio across the range from scientific and research-based plants, such as herbal extracts, medicinal mushrooms, and other natural ingredients. ● Expanding our current product lines and registering the products for worldwide regulatory approvals. ● Developing complementary products for balancing selected side effects caused by medicines, treatments, aging, stress, or an unbalanced lifestyle. ● Researching and developing pharma solutions with the mission of developing plant-based medicines and botanical drugs. ● Building our patent portfolio, conducting clinical trials, and advancing our products through innovation and technology. ● We filed provisional patent applications in the field of Balancing Side Effects in the United States Patent and Trademark Office (USPTO): Patent Application No. 63/418,046, and Patent Application No. 63/388,361 for compositions and methods for balancing side effects associated with the use of medicines, treatments, aging and unbalanced or unhealthy lifestyle and balancing side effects related to symptoms in the oral cavity.

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

Side effects are unexpected reactions which may result from using medicines, treatments and an unbalanced lifestyle. There are common side effects, such as dryness in the oral cavity (xerostomia), headaches, dizziness, drowsiness, fatigue, nausea, vomiting, lack of concentration, and impaired appetite that are associated with the use of medicines and treatments10.

The public health impact of harms associated with medicines and treatments is a growing area of investigation, given the expanding pharma industry and widespread availability of drugs and different medical treatments around the world. Current evidence suggests that use of medicines is associated with side effects. Exploring the relationship between drug side-effects and therapeutic indications demonstrates that 69% of drugs have between 10 and 100 different side effects11.

Treatment of side-effects, or adverse drug reactions, has become a healthcare concern12. The new market of Pharmacovigilance, also known as drug safety – the pharmaceutical science relating to the collection, detection, assessment, monitoring, and prevention of adverse effects with pharmaceutical products – is developing and expected to reach $12.48 Billion in 2027. Driving this are increasing public awareness and demand for safer medications and increasing government initiatives to promote drug safety around the globe13.

We believe that natural plant-based products show great promise in improving quality of life and can be used as complementary products to balance side effects. Antibiotics and probiotics are an excellent use case. Antibiotics are important for treating bacterial infections; however, they can sometimes cause side effects such as diarrhea, liver disease and changes to the gut microbiota. Using probiotics during and after a treatment with antibiotics can help reduce the risk of diarrhea and restore the gut microbiota to a healthy state14.

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

11 P. Zhang, F. Wang, J. Hu, and R. 2013, Exploring the Relationship Between Drug Side-Effects and Therapeutic Indications, PubMed Central, PMCID: PMC3900166; PMID: 24551427

12 P. Zhang, F. Wang, J. Hu, and R. 2013, Exploring the Relationship Between Drug Side-Effects and Therapeutic Indications, PubMed Central, PMCID: PMC3900166; PMID: 24551427

13 Pharmacovigilance Market Size to Reach 12.48 billion in 2027 [online]

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

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

Green Vision Center Production and Innovation Center for Wellness & Plant-based Pharma Products

Green Vision Center is part of our strategy to create end-to-end plant-based solutions covering all the infrastructure, facilities, and activities required for developing, manufacturing, and bringing to market innovative plant-based wellness and pharma products.

Green Vision Center Israel

In February of 2022, we completed the acquisition from the Israel Lands Authority (ILA) of 125,000 square feet (approximately 11,687 square meters) or approximately three acres of industrial land in Yerucham, a city in southern Israel, to build Green Vision Center Israel. Approximately 90% of the acquisition cost was provided by Israeli government programs that encourage industrial development and includes additional grants and tax incentives.

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

Israel as a Source of Innovation

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

We chose to focus on Israel for the following reasons:

● Israel is well positioned as a leader in technology with a critical mass of technology companies, researchers, and scientists15. ● Our headquarters, our executives and strategic partners are based in Israel, where we have been operating for years and have a strong network with Israeli companies, universities, labs, entrepreneurs, and businesses. ● Israel is considered a pharma powerhouse and a world leader in clinical trials due to its advanced regulatory environment and local experience16. ● The Israeli government views and supports technological innovation a major growth engine for the Israeli economy and supports it. The government support includes grants for the purchase of equipment, tax incentives, incentives for employing workers, and other benefits as part of a program of the Israeli government to encourages industrial development and benefits for the city of Yerucham. ● We acquired land in the south of Israel, backed by government support, to build the Green Vision Center, a first-of-its-kind production and innovation center for plant-based wellness & pharma products.

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

16 Portfolio of Israeli companies Life science and Clean-tech sectors

Significant Events During the Period

(i) On September 28, 2023, MyPlant and Citrine agreed to extend the duration of option granted by MyPlant to Citrine to increase Citrine’s equity stake in MyPlant to 55% of MyPlant’s equity (on a fully diluted basis) to December 31, 2023. Citrine’s option was originally scheduled to expire on September 30, 2023.

(ii) On November 2, 2023, our Board of Directors determined to seek an agreement with iBOT pursuant to which the Company, would purchase, on an initial basis, a19% equity stake in iBOT with an option to increase the Company’s equity holdings to 51%, on terms and conditions acceptable to the Company and iBOT. It was determined that the offered purchase price would be based on the discounted pre-company valuation of iBOT prepared by an independent third party valuator commissioned by the Company of $10,000,000. It was also determined by the Board that consideration for the initial 19% equity stake would be by way of a share exchange with iBOT and the balance of the consideration would be by way of combination of shares and cash as agreed to by the Company and iBOT. It was also agreed that all Company share issuance to iBOT would be calculated a per share price of $0.027, representing then the highest closing price of the Company’s common stock during the preceding 30 day period.

On November 19, 2023, we entered into a binding Letter of Intent (LOI) with iBOT pursuant to which, upon the execution of definitive agreements, the Company will purchase, initially a 19% equity stake in iBOT in consideration of whichwe will issue to iBOT 70,370,370 shares of the Company’s common stock and iBOT will issue such number of iBOT ordinary shares as shall represent 19% of iBOT’s outstanding equity (following such issuance), on a fully diluted basis. Under the LOI, the Company was also granted an option, exercisable through June 30, 2024 and extendable, at the Company’s option, for an additional six months, to increase the Company’s shareholdings in iBOT to a total of 51% of iBOT’s equity, on a fully diluted basis. The consideration for the increased equity position would be paid by a combination of shares and cash, as agreed by the Company and iBOT, provided that such consideration shall include a cash component that will be sufficient to cover iBOT’s operating budget for a 24 month period. iBOT is authorized to determine whether the Company’s exercise of the option, if any, will be through the issuance by iBOT of new shares to the Company or through the purchase by the Company of the requisite number of shares from existing iBOT shareholders.

(iii) On November 19, 2023, the holders of the convertible loans issued under the Loan that includes Citrine SAL High Tech 7 LP, Citrine SAL Biotech 8 LP, and Citrine SAL Biotech 9 LP (collectively, the “LPs”) entered into a binding ?? LOI pursuant to which the LPs agreed to extend the maturity date of the convertible loans from May 2024 to December 31, 2024 in consideration of Citrine’s undertaking to adjust the terms of the notes consistent with the terms of a subsequent financing that Citrine entered into in March 2023. The adjusted terms and conditions relating to the Note shall be memorialized in a written instrument which may include terms and conditions as Citrine Global and the LPs shall agree to.

Components of Operating Results

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

Revenues

We have not generated any revenues from product sales as of ~~September~~June 30, ~~2023~~2024.

Research and Development Expenses

The ~~process~~ process of researching and developing our products is lengthy, unpredictable, and subject to many risks. We expect to continue incurring ~~expenses~~ expenses for the next several years for research and development as we continue to develop products and innovative solutions. We are unable, with any certainty, to estimate either the costs or the timelines in which those expenses will be incurred. Our current development plans focus on the development of plant-based solutions ~~including GreenFeels™~~ and ~~Green Side by Side~~ Products lines.

Our research and development costs include costs are composed of:

● internal recurring costs, such as personnel-related and consultants costs (salaries, employee benefits, equity compensation and other costs), materials and supplies, facilities and maintenance costs attributable to research and development functions; and

● fees paid to external parties who provide us with contract services, such as preclinical testing, manufacturing and related testing and activities.

Marketing

Marketing expenses consist primarily of salaries, employee benefits, equity compensation, and other personnel-related costs associated with executive and other support staff. Other significant marketing expenses include the costs associated with professional fees to develop our marketing strategy.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries, employee benefits, equity compensation, and other personnel-related costs associated with executive, administrative and other support staff. Other significant general and administrative expenses include the costs associated with professional fees for accounting, auditing, insurance costs, consulting and legal services, along with facility and maintenance costs attributable to general and administrative functions.

Financial Expenses

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

Results of Operations

Comparison of the Three Months Ended ~~September~~June 30, ~~2023~~2024 compared to the Three Months Ended ~~September~~June 30, ~~2022~~2023

The following table presents our results of operations for the three months ended ~~September~~June 30, ~~2023~~2024 and ~~2022~~2023

	Three Months Ended
	September 30
	June 30
	2023			2022
	2024			2023
	US Dollars
Revenues		-			-
Research and development expenses – related parties		-			(28,000	)
Cost of sales		-			-
Marketing, general and administrative expenses – related parties		(222,000	)		(334,000	)
Gross revenue		-			-
Marketing, general and administrative expenses		(42,000	)		(201,000	)
Research and development expenses		(27,000	)		(27,000	)
Operating loss		(264,000	)		(563,000	)
Marketing, general and administrative expenses		(497,000	)		(565,000	)
Expenses related to convertible loan terms – related parties		(24,000	)		(100,000
Operating loss		(524,000	)		(592,000	)
Fair value measurement of the IBOT options		(932,000	)		-
Income (expenses) related to convertible loan terms		75,000			(582,000	)
Other financing expenses, net		(30,000	)		(13,000	)
Other financing expenses, net		328,000			(2,000	)
Net loss		(1,250,000	)		(676,000	)
Financing income (expenses), net		403,000			(584,000	)
Net loss		(121,000	)		(1,176,000	)

31Revenues. We had no revenues in the three months ended June 30, 2024 and 2023.

~~Revenues.~~Research Weand ~~had~~Development. noResearch ~~revenues~~and indevelopment expenses for the three months ended ~~September~~June 30, ~~2023~~2024 ~~and~~were ~~2022~~$0 compared to $28,000 for the three months ended June 30 2023.

~~Research~~Marketing, general and ~~Development~~Administrative Expenses. ~~Research~~Marketing, general and ~~development~~administrative expenses consist primarily of professional services, share-based compensation expenses and other non-personnel related expenses such as legal expenses. Marketing, general and administrative expenses for the three months ended ~~September~~June 30, ~~2023~~2024 ~~and~~were of$264,000 ~~2022~~compared ~~were~~to $27535,000 for the three months ended June 30, 2024. The increase in our marketing, general and administrative expenses is primarily attributable to the increase in our non-cash share-based compensation expenses.

~~Marketing,~~Financing ~~general and Administrative~~ Expenses~~. Marketing~~, ~~general~~Net. ~~and~~Financing ~~administrative~~ expenses ~~consist primarily of professional services~~, ~~share-based~~ ~~compensation~~net ~~expenses and other non-personnel related expenses such as legal expenses. Marketing, general and administrative expenses~~ for the three months ended ~~September~~June 30, ~~2023~~2024 were $~~497~~54,000 compared to financing income, net $~~565~~113,000 for the three months ended ~~September~~June 30, ~~2022~~2024. The decrease in ~~our~~financial ~~marketing,~~expense ~~general and administrative expenses~~ is primarily attributable to ~~the~~finance ~~decrease~~expenses inrelated to our ~~non-cash~~convertible ~~share-based compensation expenses somewhat offset by an increase in professional expenses~~loans.

~~Financing~~Net ~~Expenses,~~Loss. Net. ~~Financing~~loss ~~income, net~~ for the three months ended ~~September~~June 30, ~~2023~~2024 ~~were~~was $~~423~~1,~~000 compared to financing expenses~~250, ~~net of $584,~~000 ~~for~~and ~~the three months ended September 30, 2022. The decrease in financial expense~~ is ~~primarily~~ attributable to ~~decrease in finance expenses related to our convertible loans as well as finance income related to~~ the ~~fair~~reasons ~~value of the options to purchase MyPlant shares as~~ discussed ~~in note 4 of the financial statements~~above.

~~Net Loss. Net loss for the three months ended September 30, 2023 was $121,000 and is attributable to the reasons discussed above.~~29

Comparison of the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2023~~2024 compared to the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2024

The following table presents our results of operations for the ~~nine~~six months ended ~~September~~June 30, ~~2023~~2024 and ~~2022~~2023

	Nine Months Ended
	Six Months Ended
	September 30
	June 30
	2023			2022
	2024			2023
	US Dollars
Revenues		-			-
Research and development expenses		-			(57,000	)
Cost of sales		-			-
Marketing, general and administrative expenses – related parties		(455,000	)		(728,000	)
Gross revenue		-			-
Marketing, general and administrative expenses		(212,000	)		(296,000	)
Research and development expenses		(84,000	)		(83,000	)
Operating loss		(667,000	)		(1,081,000	)
Marketing, general and administrative expenses		(1,521,000	)		(1,234,000	)
Expenses related to convertible loan terms – related parties		(34,000	)		(429,000
Operating loss		(1,605,000	)		(1,317,000	)
Fair value measurement of the IBOT options		(747,000	)		-
Income (expenses) related to convertible loan terms		(282,000	)		(575,000	)
Other financing expenses, net		(54,000	)		(18,000	)
Other financing expenses, net		238,000			(19,000	)
Net loss		(1,502,000	)		(1,528,000	)
Financing income (expenses), net		(44,000	)		(594,000	)
Net loss		(1,649,000	)		(1,911,000	)

Revenues. We had no revenues in the ~~nine~~six months ended ~~September~~June 30, ~~2023~~2024 and ~~2022~~2023.

Research and Development. Research and development expenses for the ~~nine~~six months ended ~~September~~June 30, ~~2023~~2024 were $~~84,000~~0 compared to $8357,000 for the six ~~nine~~ months ended ~~September~~June 30, ~~2022~~2023.

32Marketing, general and Administrative Expenses. Marketing, general and administrative expenses consist primarily of professional services, share-based compensation expenses and other non-personnel related expenses such as legal expenses. Marketing, general and administrative expenses for the six months ended June 30, 2024 were $667,000 compared to $1,024,000 for the six months ended June 30, 2024. The increase in our marketing, general and administrative expenses is primarily attributable to the increase in our non-cash share-based compensation expenses.

~~Marketing,~~Financing ~~general and Administrative~~ Expenses~~. Marketing~~, ~~general~~Net. ~~and~~Financing ~~administrative~~ expenses ~~consist primarily of professional services~~, ~~share-based~~ ~~compensation~~net ~~expenses and other non-personnel related expenses such as legal expenses. Marketing, general and administrative expenses~~ for the ~~nine~~six months ended ~~September~~June 30, ~~2023~~2024 were $188,~~521,~~000 compared to financing expenses, net $1447,~~234,~~000 for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~ 2024. The increase in ~~our~~financial ~~marketing,~~expense ~~general and administrative expenses~~ is primarily attributable to ~~the~~finance ~~increase~~expenses ~~in professional services~~related asto ~~well as in~~ our ~~non-cash~~convertible ~~share-based compensation expenses~~loans.

~~Financing~~Net ~~Expenses,~~Loss. Net. ~~Financing~~loss ~~expenses, net~~ for the ~~nine~~six months ended ~~September~~June 30, ~~2023~~2024 ~~were~~was $441,~~000 compared to financing expenses~~502, ~~net of $594,~~000 ~~for~~and ~~the nine months ended September 30, 2022. The decrease in financial expense~~ is ~~primarily~~ attributable to ~~decrease in finance expenses related to our convertible loans as well as finance income related to~~ the ~~fair~~reasons ~~value of the options to purchase MyPlant shares as~~ discussed ~~in note 4 of the financial statements~~above.

Net Loss. Net loss for the nine months ended September 30, 2023 was $1,649,000 and is attributable to the reasons discussed above.

Financial Condition, Liquidity and Capital Resources

At ~~September~~June 30, ~~2023~~2024, we had current assets of $~~400~~128,000 compared to total current assets of $~~185~~258,000 as of December 31, ~~2022~~2023. The increase is is mainly attributed to the increase in other prepaid expenses.

At ~~September~~June 30, ~~2023~~2024, we had a cash balance of $583,000 compared to the cash balance of $777,000 as of December 31, ~~2022~~2023.

At ~~September~~June 30, ~~2023~~2024, we had a working capital deficiency of $2,~~008~~980,000 as compared with a working capital deficiency of $12,~~620~~461,000 at ~~December~~ December 31, ~~2022~~2023.

The following table provides a summary of operating, investing, and financing cash flows for the ~~nine~~six months ended ~~September~~June 30, ~~2023~~2024 and ~~2022,~~ 2023, respectively (in US Dollars):

	Nine Months Ended
	Six Months Ended
	September 30, 2023			September 30 2022
	June 30, 2024			June 30 2023
Net cash used in operating activities		(~~148~~30,000	)		(~~442~~97,000	)
Net cash used in investment activities		-			(4-	)
Net cash provided by Financing Activities		~~130~~26,000			~~360~~51,000

~~On March~~As 6of September 2024, ~~2023~~the ~~our~~Company renewed ~~majority~~its ~~owned~~short ~~subsidiary,~~term ~~Cannovation~~loan ~~and~~with S.R. Accord Ltd., anin ~~Israeli~~the ~~company~~amount ~~(“Lender”),~~of ~~entered~~approximately ~~into an~~NIS ~~18-month~~660,000 ~~credit facility agreement~~ (~~the~~approximately ~~“Credit Facility”~~$176,000). ~~pursuant~~As topart ~~which~~of ~~Lender has committed to fund Cannovation~~the inrenewal, anMr. ~~aggregate~~Lior ~~amount~~Asher ofsigned ~~3,000,000~~as ~~NIS~~a ~~(approximately~~personal ~~$857~~guarantor,~~000)~~ asjoining ~~needed~~Ms. AtOra ~~the~~Elharar ~~time~~Soffer ofas ~~each~~guarantor. ~~draw~~In ~~down~~addition, ~~Cannovation~~the ~~and~~Company, ~~Lender~~its ~~will~~Israeli ~~determine~~subsidiary ~~the~~CTGL ~~repayment~~– ofCitrine ~~the~~Global ~~loan~~Israel Ltd., ~~All~~and ~~amounts~~Beezhome ~~drawn~~Technologies ~~under~~Ltd., ~~the~~a ~~Credit~~private ~~Facility~~company ~~will~~wholly ~~bear~~owned ~~interest~~by atMs. aOra ~~monthly~~Elharar Soffer, ~~rate~~signed ofthe 1agreement.7% ~~and~~While ~~will be~~Netto ~~due~~Holdings byLtd. noand ~~later~~Mr. ~~than~~Ilan ~~September~~Ben ~~2024.~~Ishay ~~Cannovation~~had ~~has~~originally ~~the~~undertaken ~~right~~ to ~~pre-pay~~provide ~~the~~personal ~~entire~~guarantees, they ~~amount~~had ~~outstanding~~not ~~under~~executed ~~the~~such ~~Credit~~guarantees ~~Facility at~~as ~~any~~of ~~time~~that date. AsAll ~~security~~collateral ~~for any loans~~ under the Credit Facility, ~~Cannovation~~remained ~~granted~~in ~~Lender~~place, including a first -priority lien onover ~~its~~the Company’s rights toand the 125,000 sq. ft. (11,687 ~~sqm~~sq. meters) of industrial ~~land~~parcel in Yerucham, aIsrael, ~~city~~as inwell ~~southern~~as ~~Israel~~additional collateral ~~which~~intended ~~Cannovation~~to ~~acquired~~secure inrepayment ~~February~~ of ~~2022 (~~the ~~“Premises”)~~ loan and to ~~build~~cover any damage, debt, or obligation arising from the ~~Green~~Credit ~~Vision~~Facility. ~~Center~~The Company, ~~Israel~~together with ~~the~~CTGL ~~support~~– ofCitrine ~~the~~Global ~~government~~Israel ofLtd. and Cannovation Center Israel Ltd. ~~The~~(now ~~lien~~SkyTech ~~will~~Orion ~~become~~Ltd.), ~~effective~~undertook ~~only~~to iffully ~~Cannovation~~indemnify ~~utilizes~~both ~~the~~Ms. ~~Credit~~Elharar ~~Facility.~~Soffer Ifand ~~the~~Mr. ~~market~~Lior ~~value~~Asher offor ~~the~~any ~~Premises~~liability, isdamage, ~~less~~or ~~than~~loss ~~the~~that ~~amount~~may ~~outstanding~~result ~~under~~from ~~the~~their ~~Credit~~personal guarantees. ~~Facility~~On March 31, ~~then~~2025, ~~Lender~~the ~~will~~total beamount ~~entitled~~of tothe ~~additional~~short ~~security~~term onloan ~~such~~was ~~terms~~increased ~~and~~to ~~conditions~~NIS as1,000,000 ~~the~~(approximately ~~parties~~$280,000), ~~may~~with ~~agree~~all guarantees and collateral remaining in place.

On August 12025, ~~2023,~~SR Accord extended the ~~board~~credit offacility ~~directors~~agreement ofwith Cannovation, ~~the~~Center ~~Company~~Israel ~~majority~~Ltd. ~~owned~~(renamed ~~subsidiary,~~SkyTech ~~authorized~~Orion aLtd.) ~~draw~~until ~~down~~March ~~under~~31, ~~the~~2027. ~~previously disclosed~~The ~~credit~~ facility ~~with~~is ~~S.R.~~supported by ~~Accord~~guarantees ~~Ltd. in the approximate amount~~ of ~~approximately~~CTGL ~~$120,000~~Citrine toGlobal beIsrael ~~utilized for the company operations~~Ltd. As ~~required~~and ~~under~~Citrine ~~the~~Global ~~credit facility~~Corp., ~~Cannovations’s~~as ~~shareholders~~well ~~gave~~as personal guarantees ~~and~~signed ~~each~~by ofOra ~~Ms.~~ Elharar -Soffer, the Company’s ~~CEO~~ ~~and a director~~CEO, and ~~Ilan~~Lior ~~Ben Ishay~~Asher, a director of ~~Cannovation,~~SkyTech ~~gave~~Orion ~~personal~~Ltd. ~~guarantees,~~With ~~for~~respect to the ~~drawdown.~~personal Inguarantees ~~addition,~~of asOra ~~required~~Elharar-Soffer ~~under~~and ~~the~~Lior ~~credit facility~~Asher, Cannovation ~~granted~~Center aIsrael ~~security~~Ltd.( ~~interest~~SkyTech onOrion ~~Cannnovation’s~~Ltd ~~rights~~) ~~under~~CTGL ~~the~~Citrine ~~development~~Global ~~agreement with the~~ Israel ~~Lands~~Ltd., ~~Authority~~and ~~with~~Citrine ~~respect~~Global toCorp. ~~land~~have ~~in Yerucahm~~confirmed, in ~~Southern~~line ~~Israel.~~with Asprior ofBoard ~~the~~resolutions, ~~date~~their ofundertaking ~~this~~to ~~report,~~provide ~~the~~indemnification ~~draw~~and ~~down~~comprehensive ~~request is~~protections ~~being~~to ~~processed~~the guarantors.

On January 29, 2023, the holders of the convertible loans issued under the Convertible Loan Agreement agreed to extend to May 31, 2024 the maturity date thereof of such loans and further agreed that upon a public offering of our securities, our management is authorized to effect in connection with a listing of the Company’s stock on a U.S. National Securities Exchange, at our sole discretion, a conversion into shares of our common stock of all or part of such outstanding loans at a rate equal to the public offering price of the common stock under any such offering

On November 19, 2023, the holders of the convertible loans issued under the Loan Agreement which is comprised of Citrine High Tech 7 LP, Citrine 8 LP, and Citrine 9 LP (collectively, the “LPs”) entered into a binding LOI pursuant to which the LPs agreed to extend the maturity date of the convertible loans from May 2024 to December 31, 2024 in consideration of Citrine’s undertaking to adjust the terms of the notes consistent with the terms of a subsequent financing that Citrine entered into in March 2023. The adjusted terms and conditions relating to the Note shall be memorialized in a written instrument which may include terms and conditions as Citrine Global and the LPs shall agree to.

Based on the Company’s current cash balances and the access to the Credit Facility described above, the Company believes that 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 activities as detailed herein, it is incurring losses. It cannot determine with reasonable certainty when and if it will have sustainable profits.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and the Company’s principal financial officer to allow for timely decisions regarding required disclosure. In designing and evaluating the Company’s disclosure controls and procedures, the Company’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. The Company’s management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on the Company’s evaluation of the effectiveness of its disclosure controls and procedures as of ~~September~~June 30, ~~2023~~2024, the Company’s principal executive officer and the Company’s principal financial officer concluded that the Company’s disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting

During the three months ended ~~September~~June 30, ~~2023~~2024, there were no changes in the Company’s internal control over financial reporting that ~~have~~ have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

3430

PART II—OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

~~Currently the~~As ~~Company is not involved in any legal proceedings. However, from time to time we may become involved in various legal proceedings that arise in the ordinary course~~ of ~~business, including actions related to our intellectual property. Although~~ the ~~outcomes~~date of ~~these legal~~this ~~proceedings cannot be predicted with certainty~~filing, wethe ~~are~~Company ~~currently~~is not aware of any ~~such~~ legal proceedings ~~that~~involving ~~arise in~~ the ~~ordinary course~~company ofand/or ~~business,~~its ~~including~~subsidiaries. ~~actions~~An ~~related~~issue involving toa ~~our~~former ~~intellectual~~consultant ~~property. Although the outcomes~~ of ~~these~~our ~~legal~~partially-owned ~~proceedings~~subsidiary, ~~cannot~~Cannovation ~~be predicted~~Center ~~with~~Israel ~~certainty~~Ltd., werelating ~~are~~to ~~currently~~management ~~not~~fees ~~aware~~and ofcompensation for ~~any~~the ~~such~~notice ~~legal proceedings or claims that we believe~~period, ~~either~~has ~~individually~~been ~~or in~~fully ~~the~~resolved ~~aggregate,~~through ~~will have~~ a ~~material~~binding ~~adverse~~Settlement ~~effect on our business, financial condition, or results of operations~~Agreement.

ITEM 1A.

RISK FACTORS

An investment in the Company’s Common Stock involves a number of very significant risks. You should carefully consider the risk factors included in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023, as filed with the SEC on ~~March~~August 2231, ~~2023~~2025, in addition to other information contained in our reports and in this quarterly report in evaluating the Company and its business before purchasing shares of our Common Stock. There have been no material changes to our risk factors contained in our Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023.

Risks Relating to Our Israel Operations

Our company is headquartered in Israel and, therefore, our results may be adversely affected by economic restrictions imposed on, and political and current military events.

The company’s executive management and subsidiaries are based in Israel, where a significant portion of its strategic, development, and operational activities take place.

On October 7, 2023, a large-scale war broke out between Israel and Hamas following a surprise terrorist attack on southern Israel. This marked the beginning of a period of heightened geopolitical and economic instability in the region. As of the time of this filing, the situation remains volatile, with increasing uncertainty regarding the duration, scope, and broader implications of the conflict. Although the full impact of the war is not yet fully known, we recognize the potential for significant long-term consequences for business activities in or related to Israel, including potential disruptions to supply chains, operational continuity, or access to resources. The Company is closely monitoring the evolving regional situation.

ITEM 2.

UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY DISCLOSURES

None.

ITEM 5.

OTHER INFORMATION

None

ITEM 6.

EXHIBITS

Exhibit Index:

31.1*		Certification of Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

31.2		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

32.1*		Certification of Chief Executive Officer (Principal Executive Officer), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith

3531

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CITRINE GLOBAL, CORP

(Registrant)

By:	/s/ Ora Elharar Soffer	By:	/s/ Ilanit Halperin
	Ora Elharar Soffer		Ilanit Halperin
	Chief Executive Officer		Chief Financial Officer
	(Principal Executive Officer)		(Principal Financial and Accounting Officer)
Date:	~~November~~September 203, ~~2023~~2025	Date:	~~November~~September 203, ~~2023~~2025

3632

Filing Compare · CITRINE GLOBAL, CORP.