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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2022~~2024

☐	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)~~

(Name changed to SKYTECH ORION GLOBAL CORP. in Delaware, waiting upon Finra for approval for SEC usage)

(Exact Name of Registrant as Specified In Its Charter)

Delaware		68-0080601
(State of Incorporation)		(I.R.S. Employer Identification No.)

5 Golden Beach Caesarea Israel		3088900,
5 Rashi St. Yerucham, Israel		8050743
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: +97298851422

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

Title of each class Trading Symbol(s) Name of each exchange on which registered ~~None~~Common ~~N/A~~CTGL ~~N/A~~OTC

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

Common Stock, $0.0001 per share

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

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

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

~~The~~On ~~aggregate~~December ~~market~~31st, ~~value~~2024, of the ~~common stock held by non-affiliates of the~~ registrant ~~was~~had $31,~~314~~044,~~893~~074,409 ~~based~~shares onof ~~the~~common ~~closing~~stock ~~price~~outstanding, ofand ~~$0.012~~1,234,185,009 ~~per~~as ~~share~~ of ~~the~~September ~~Registrant’s common stock on June 30~~3, ~~2022~~2025.

~~The registrant had 956,479,039 shares of common stock outstanding as of March 21, 2023.~~ 0

CITRINE GLOBAL CORP

~~2022~~2024 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

	Page
PART I
ITEM 1. BUSINESS	3
ITEM 1A. RISK FACTORS	2718
ITEM 1B. UNRESOLVED STAFF COMMENTS	3826
ITEM 2. PROPERTIES	3827
ITEM 3. LEGAL PROCEEDINGS	3827
ITEM 4. MINE SAFETY DISCLOSURES	3827
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	3827
ITEM 6. RESERVED	3928
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3928
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	4434
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	4535
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	4636
ITEM 9A. CONTROLS AND PROCEDURES	4636
ITEM 9B. OTHER INFORMATION	4636
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION	4636
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	4737
ITEM 11. EXECUTIVE COMPENSATION	4939
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	5543
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	5644
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES	6246
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	6347
ITEM 16. FORM 10-K SUMMARY	6549
SIGNATURES	6650

Cautionary Statement regarding Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. These forward-looking statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology. These forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date the forward-looking statements are made, and we undertake no obligation to update forward-looking statements should these beliefs, estimates, and opinions or other circumstances change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these forward-looking statements to actual results.

Our financial statements are stated in United States dollars, or US$, and are prepared in accordance with United States generally accepted accounting principles, or GAAP. In this Annual Report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to the shares of our common stock. As used in this Annual Report, the terms “we,” “us,” “our,” “Citrine Global,” the “Company” and the “Registrant” mean Citrine Global, Corp. and its subsidiaries unless the context clearly requires otherwise.

PART I

ITEM 1. BUSINESS

This summary highlights selected information contained elsewhere in this report and does not contain all the information that you should consider before making your investment decision. Before investing in our common stock, you should carefully read this entire report, including the information set forth under the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of this report and our consolidated financial statements and the accompanying notes included in this report. Except as otherwise indicated herein or as the context otherwise requires, references in this report to “Citrine Global,” the “Company,” “we,” “us,” and “our” refer to Citrine Global, Corp. ~~and~~renamed SkyTech Orion Global Corp. in June 2025 in Delaware and our consolidated subsidiaries, including our wholly-owned subsidiary, CTGL-Citrine Global Israel Ltd. and to our partially owned subsidiary Cannovation Center Israel Ltd. (renamed SkyTech Orion Ltd. in May 2025). For the avoidance of doubt, throughout this report references to “Citrine Global, Corp.” or “SkyTech Orion Global Corp.” (also referred to as “SkyTech Global” or “SkyTech”) mean the U.S. public company, while references to “Cannovation Center Israel Ltd.;,” “SkyTech Orion Ltd.” or “SkyTech Israel” mean the Company’s Israeli subsidiary. The use of these names reflects historical name changes and customary commercial usage, and all should be interpreted as referring to the Company and its consolidated group, as applicable.

~~Description of our Business and Industry Background:~~Overview

WeManagement ~~are~~Update ~~a plant-based wellness & pharma solutions company with a vision of becoming a leading company in these fields~~ and ~~improve~~Business ~~people’s health and quality of life worldwide.~~Review

The ~~global~~Company’s ~~health~~entire ~~and~~executive ~~wellness~~leadership, ~~market~~strategic ismanagement, ~~expected~~and tocore ~~reach~~operations ~~USD~~are ~~7.6~~based ~~trillion~~in ~~by 2030~~Israel, ~~growing~~operating atthrough aits wholly ~~CAGR~~owned ofsubsidiary ~~5.5%~~CTGL ~~from~~Citrine ~~2021~~Global toIsrael ~~20301 with~~Ltd. ~~growing~~and ~~awareness~~its ofmajority-owned ~~health~~subsidiary ~~and~~Cannovation ~~wellness~~Center ~~solutions~~Israel ~~for~~Ltd. ~~improving~~(renamed SkyTech ~~people’s~~Orion ~~quality~~Ltd. ofin ~~life2~~May 2025).

WeOn October ~~are~~7, ~~witnessing~~2023, a ~~global~~large-scale ~~movement~~war ofbroke ~~health~~out ~~and~~in ~~wellbeing~~Israel, ~~becoming~~leading to a ~~priority~~prolonged ~~for~~national crisis. The war created widespread uncertainty and instability in the ~~public~~country, ~~further~~disrupted ~~emphasized~~the byIsraeli economy, and adversely affected the ~~global~~Company’s ~~COVID-19 pandemic~~operations. ~~There~~Since isthe ~~increasing~~outbreak ~~recognition~~of ~~that~~the ~~people~~conflict, the ~~need~~Company has continued to ~~take~~face ~~charge~~significant ofdisruptions. ~~their~~The ~~own~~Company continued to pursue its wellness and plant-based health operations. However, ~~improve~~since ~~their~~the ~~quality~~outbreak of ~~life~~the war in Israel, ~~use~~and ~~natural products~~its prolonged impact, the Company has experienced disruptions and ~~balance~~material ~~side~~delays in ~~effects~~its ~~caused~~operations, byproduct ~~medicines~~development investments, fundraising activities, and ~~treatment3~~international marketing and sales efforts, and particularly plans for entry into the U.S. market.

~~Our~~In light ~~headquarters~~of ~~and~~these ~~executives~~delays ~~are~~and ~~based~~the inevolving ~~Israel~~business environment, ~~where~~management weinitiated ~~operate~~an ~~via~~internal ~~our~~review ~~100%-owned-subsidiary~~aimed ~~“CTGL~~at ~~Citrine~~broadening ~~Global~~the ~~Israel Ltd.”~~Company’s scope of activity and ~~60%-owned~~preparing ~~“Cannovation~~for ~~Center~~additional ~~Israel~~areas ~~Ltd~~of development.”

1A particular ~~Research,~~focus ~~P.,~~was ~~2022.~~placed ~~Health~~on ~~and~~the ~~Wellness~~Company’s ~~Market~~government-supported ~~Size~~industrial toland ~~Hit~~in ~~USD~~Yerucham, 7Israel - a highly strategic asset with substantial potential,~~656.7~~ Bnlocated byin ~~2030.~~a ~~[online]~~designated ~~GlobeNewswire~~national ~~Newsroom~~innovation and industrial zone.

2Specifically, the Company has ~~NielsenIQ.~~reviewed ~~2022.~~its Anstrategic ~~inside~~land ~~look~~asset ~~into~~in Yerucham in the ~~2021~~context ~~global~~of ~~consumer~~its ~~health~~unique platform of Innovation and ~~wellness~~Operational ~~revolution~~Centers, with the objective of aligning this important asset with evolving national priorities and global industry needs. ~~[online]~~During the process of evaluation, the Company identified a unique opportunity to realign its operations with Israel’s evolving national priorities, leveraging its most strategic asset of industrial land in Yerucham, acquired through a government-supported program and now located in a region designated as a national hub for UAV and drone solutions.

~~3 Sullivan,~~In ~~F.,~~Q4 ~~2022.~~2024 the ~~Increasing~~company ~~Health~~decided ~~Consciousness~~to ~~Among~~focus ~~Consumers~~its toactivities ~~Shift~~on the ~~Global~~UAV ~~Prebiotic~~and ~~Ingredients~~drone ~~Market~~industry. ~~[online]~~This evaluation reflects management’s view of the Yerucham ~~Prnewswire~~site as a significant resource with substantial potential for long-term development and value creation for the Company.~~com.~~

The Company holds the following equity interests and real property assets:

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 centers 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.

Description of our Business:

The Company was primarily engaged in the field of wellness and plant-based health solutions, in line with its long-term strategy in previous years. Activities included the development of proprietary product lines, strategic collaborations, and minority investments in companies such as iBOT Israel Botanicals Ltd., aimed at commercializing wellness and nutritional supplement products. As part of this strategy, the Company planned to launch its wellness products in the United States during 2024, subject to obtaining the necessary regulatory approvals.

However, the outbreak of war in Israel on October 7, 2023, and its ongoing impact on the Israeli economy particularly in international-facing consumer sectors the Company was unable to move forward with its planned launch and its international sales activities and the execution of its planned marketing and strategic initiatives, as well as its fundraising efforts and investment plans.

The continued war in Israel, alongside growing regional instability and global security challenges and following an internal review of the evolving situation and the realization that the conflict was ongoing with no clear resolution in sight, the Company’s management initiated a comprehensive strategic reassessment of its business direction and long-term operational priorities.

In October 2024, the Company undertook a strategic reassessment of its operations and future direction, with a particular focus on its key company’s asset government-supported industrial land in Yerucham, Israel, held through its Israeli subsidiary. the Yerucham site emerged as a uniquely strategic location for defense innovation, benefiting from its designation as Israel’s national UAV testing field and its integration into a broader ecosystem supported by the Ministry of Defense, Ministry of Economy, Israel Innovation Authority, and Yerucham Municipality.

Leveraging its proprietary Operational Innovation Centers’ Platform, its strategically located, government-supported industrial land in Yerucham, and the leadership of its CEO and Chairwoman, Ora Elharar Soffer who brings decades of experience in the high-tech, defense, and strategic development sectors, the Company identified a unique opportunity to realign its operations toward the high-impact sector of defense and unmanned aerial vehicle (UAV) solutions.

In response to evolving national priorities and the growing global demand for secure, Israeli-made defense capabilities, the Company, through its Israeli subsidiary, submitted a comprehensive proposal to the Israeli Ministry of Economy to establish a new national innovation and production center to be named “SkyTech Center”. This initiative focuses on the development, production, and integration of advanced UAV and drone solutions, designed to support both Israeli defense needs and international markets.

On January 12, 2025, the Company was officially selected by the Government of Israel to lead a flagship national project in the military UAV and drone sector. SkyTech was chosen from among numerous applicants competing for inclusion in this strategic program, following a comprehensive government selection process.

As part of this designation, the Company was awarded a development grant of NIS 12.5 million (approximately $3.4 million) by the Israeli Ministry of Economy one of the largest grants granted under the government’s national defense and innovation initiatives. In addition to the grant, SkyTech was approved for a range of complementary benefits, including corporate tax incentives, employment and training support, import/export facilitation, and regulatory guidance designed to accelerate the establishment and expansion of the SkyTech Center.

The SkyTech Center is planned to serve as Israel’s national hub for innovation and manufacturing in the field of unmanned aerial systems (UAS), tailored to the operational needs of the defense sector. It will provide the infrastructure for research, development, assembly, testing, and integration of advanced unmanned systems, all in full compliance with Israeli and international defense regulations and export standards.

As a result, the SkyTech Center is being established as a national flagship project and a strategic assembly and production hub in Israel, dedicated to the defense sector, with a focus on UAVs, drones, AI-powered platforms, Western-grade critical components, and advanced defense solutions tailored to military applications in the field of UAV and drone solutions.

The Company views this transition as a pivotal strategic move that enables it to operate in one of the most impactful and rapidly expanding sectors in Israel and globally particularly in the defense arena.

In recent years, drones and UAVs have revolutionized modern warfare, offering new capabilities in intelligence gathering, situational awareness, real-time targeting, and operational efficiency. As militaries seek agile, cost-effective, and unmanned solutions to meet evolving battlefield needs, the global demand for drone-based defense systems is accelerating rapidly.

Israel, known for its technological leadership and combat-proven innovations, is emerging as a global center for drone and UAV development. The war-driven urgency, coupled with strategic investments by the Israeli Ministry of Defense and allied nations, has positioned this sector as one of the most dynamic and vital areas of defense solution.

Amid wartime disruptions and changing geopolitical realities, drones and UAVs have emerged as the next generation of defense technology a field in which Israel is now seen as a global leader, and one where demand is expected to continue rising significantly.

Description of The Wellness and Plant-Based Business:

The Company operates in the field of plant-based wellness & pharma solutions with a vision 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 are witnessing a global movement of health and wellbeing becoming a priority for the public. There is increasing recognition that people need to take charge of their own health, improve their quality of life, use natural products, and balance side effects caused by medicines and treatment³.

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

We seek to bring to the market wellness and pharma innovative products, such as food supplements, healthy snacks, healthy beverages and natural cosmetics, to help improve people’s health and quality of life and complementary products that aim to balance selected side effects associated with medicines, treatments or an unbalanced lifestyle.

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 ~~more than 100~~ plant-based formulations and product lines ~~under the brands GreenFeels™ and Green Side by Side™~~ targeting the nutritional supplements market that is expected to reach $625 billion by 20304.

The product lines categories include:

● Personal Protection & Health Supportive Product Line ● Balance & Calm Product Line ● Digestion , Weight Management Product Line ● Men Product Line ● Women Product Line ● Sports & Energy Product Line ● Oral Cavity Care Product Line ● Vitamins & Minerals Product Line ● Medicinal Mushrooms Product Line

We started beta-testing several products in the Israeli market with plans for an international network focusing on the U.S. market through local teams, distributors, online and physical shops and collaboration with partners worldwide.

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.

WeAs ~~have~~mentioned, ~~strategic~~we ~~alliance~~planned ~~and~~to ~~manufacturing~~launch the ~~agreements~~products ~~with~~in ~~iBOT~~the ~~Israel Botanicals,~~US anand ~~affiliated~~other ~~and~~territories ~~nutritional~~after ~~supplements’~~obtaining ~~company~~all ~~and~~relevant ~~GMP-certified~~regulatory ~~manufacturing~~approvals. ~~facility~~However, ~~approved~~the bycurrent war in Gaza has significantly affected the Israeli ~~Ministry~~ ofeconomy, ~~Health.~~which Ashas ~~part~~directly ofimpacted our ~~activity~~ability ~~with~~to ~~iBOT,~~launch weour ~~are~~products ~~developing~~in ~~and~~the ~~manufacturing~~US ~~our~~currently. ~~nutritional~~We ~~supplements~~have revised ~~product~~our ~~lines, including~~business plans given the ~~GreenFeels™~~local &situation ~~Green~~on ~~Side~~the byground, ~~Side™~~as ~~product~~described ~~lines~~further on.

~~Acquisition~~Strategic ofAlliance ~~MyPlant~~and ~~Bio~~Investment ~~Ltd. - On December 30, 2022, we purchased a 10% equity interest (on a fully diluted basis)~~ in ~~MyPlant~~iBOT ~~Bio~~Israel ~~Ltd~~Botanicals ~~and Citrine Global has an option to purchase an additional 45% of MyPlant equity~~Ltd. ~~See Business- The MyPlant Transaction.~~

~~MyPlant~~We ~~Bio~~have ~~Ltd, specializes in botanical drug development and owns certain know-how and intellectual property rights that include~~ a ~~developed platform~~strategic ~~and~~alliance ~~cell-disease models to screen plant extracts to understand their biological effect,~~ and ~~has~~manufacturing ~~screening~~agreement ~~platforms~~with ~~using~~iBOT ~~cell line~~Israel ~~models~~Botanicals ~~for certain diseases and conditions to detect effective plant materials and/or other substances for the treatment of these conditions~~Ltd. ~~MyPlant was founded by Cannasoul Analytics~~, aan ~~leading~~affiliated ~~botanical research and development~~ company and ~~Prof.~~GMP-certified ~~Dedi Meiri from~~manufacturing ~~the~~facility ~~Faculty~~approved ofby ~~Biology at~~ the Israeli ~~Institute~~Ministry of ~~Technology (Technion) and a member of the Technion Integrated Cancer Center~~Health. ~~Citrine Global’s~~Together, ~~acquisition~~we ofare ~~MyPlant~~developing isand inmanufacturing ~~line~~our ~~with~~nutritional ~~the~~supplement ~~Citrine Global’s strategy to be a leader in plant-based wellness and~~product ~~pharma solutions~~lines.

4On December ~~Research~~31, P. 2023, ~~2022.~~we ~~Nutritional~~acquired ~~Supplements~~a ~~Market~~19% toequity ~~Hit~~stake ~~US$~~in ~~624.7~~iBOT ~~Billion~~on bya ~~2030~~fully diluted basis, in exchange for 70,370,370 shares of our common stock at a price of $0.027 ~~[online]~~per ~~GlobeNewswire~~share, reflecting a $10 million valuation based on an independent third-party report.

4We also received an option, exercisable through June 30, 2024, to increase our holdings to 51%, with additional consideration in shares (at $0.027 per share) and cash to fund iBOT’s 24-month operating budget. In June 2024, and following a review of the Company’s strategic priorities, the Board determined not to exercise the option, which has since expired, leaving the Company with its current 19% holding in iBOT.

WeAlliance ~~view the acquisition of MyPlant as an opportunity to advance its wellness~~ and ~~planned~~Investment ~~pharma~~in ~~and botanical drug products with~~ MyPlant~~’s scientific~~ ~~research~~Bio ~~as to the effects of specific plant substances and compounds on different wellness and medical conditions~~Ltd. We believe that we can benefit from the collaboration with MyPlant and Professor Dedi Meiri to advance the company’s strategy for developing scientifically backed plant-based products composed of specific active plant substances proven by research to be effective for different medical conditions and possibly offer personally customized products for individual patients tailored for their healing process.

~~The~~MyPlant Bio ~~collaboration~~Ltd., ~~with~~a botanical drug discovery company using advanced plant screening technologies co-founded by leading Israeli researchers. MyPlant isBio ~~part~~Ltd. ofspecializes ~~our~~in ~~strategy~~botanical drug development and owns certain know-how and intellectual property rights that include a developed platform and cell-disease models to ~~add~~screen ~~value~~plant extracts to ~~our~~understand ~~product~~their ~~lines~~biological effect and ~~position~~has ~~our~~screening ~~company~~platforms ~~with~~using acell line ~~competitive~~models ~~edge~~for incertain diseases and conditions to detect effective plant materials and/or other substances for the ~~Wellness~~treatment ~~market~~of these conditions. MyPlant was founded by Cannasoul Analytics, a leading botanical research and development company and Prof. Dedi Meiri from the ~~Nutritional~~Faculty ~~Supplements~~of Biology at the Israeli Institute of Technology (Technion) and a member of the Technion Integrated Cancer Center. Citrine Global’s acquisition of MyPlant is in line with Citrine Global’s strategy to be a leader in plant-based wellness and pharma solutions.

AsOn ~~the~~December ~~worldwide~~30, ~~use~~2022, ofwe ~~botanical~~purchased ~~nutritional~~a ~~supplements~~10% ~~and~~equity ~~botanical~~interest ~~drugs~~in ~~continues~~MyPlant toBio ~~grow,~~Ltd. ~~the~~While ~~need~~there ~~for~~was ~~scientific~~an ~~evaluation~~option ofto ~~the safety~~purchase ~~and~~up ~~efficacy~~to 55% of ~~these~~MyPlant Bio ~~products~~Ltd., isthis ~~becoming~~option ~~ever~~expired ~~greater.~~on WeDecember ~~are~~31, ~~targeting~~2023 and ~~positioning~~said ~~our~~option ~~product~~was ~~lines~~never ~~for~~exercised; leaving the ~~nutritional supplements~~Company ~~market~~with ~~that~~its isprevious ~~expected~~10% ~~to reach $625 billion by 20305~~holding.

~~Our mission~~1 isResearch, toP., ~~leverage~~2022. Health ~~the~~and ~~power~~Wellness ofMarket ~~plant-based~~Size ~~solutions from nature~~ to ~~help~~Hit ~~improve~~USD ~~people’s~~7,656.7 ~~health~~Bn ~~and~~by ~~quality~~2030. of[online] ~~life~~GlobeNewswire Newsroom.

~~We created~~2 ~~multi-strategy~~NielsenIQ. ~~solutions~~2022. An toinside ~~realize~~look ~~our~~into ~~mission,~~ the ~~highlights~~2021 ofglobal ~~which~~consumer ~~include~~health ~~the~~and ~~following:~~wellness revolution. [online]

~~Developing &~~3 ~~Bringing~~Sullivan, ~~Plant-Based~~F., ~~Wellness~~2022. Increasing &Health ~~Pharma~~Consciousness ~~Products~~Among Consumers to Shift the Global Prebiotic Ingredients Market:. [online] Prnewswire.com.

The plant-based products market is booming with health-conscious consumers spending more on natural products, ranging from nutraceuticals, natural superfoods, beverages, cosmetics, to legal cannabis and the evolving market of botanical and plant-derived drugs. The COVID-19 pandemic has left a lasting impression on consumer behavior, particularly in relation to plant-based nutrition and natural immunity boosters6.

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

● The nutritional supplements market is expected to reach USD 624.7 billion by 20307. ● The superfoods market is expected to reach USD 287.7 billion by 20278. ● The legal cannabis market is expected to reach USD 70.6 billion by 20289. ● The botanical and plant-derived drug market is expected to reach USD 53 billion by 202610. ● The natural cosmetics market is expected to reach USD 24.8 billion by 202711.

We are basing our efforts on technologies to create research and innovation, developing plant-based solutions which include products for improving quality of life and complementary solutions for balancing selected side effects caused by using medicines, cannabis, treatments, or an unbalanced lifestyle.

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

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

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

8 Research, I., 2022. Global Superfoods Market Size is Projected To Reach US$ 287.75 Billion by 2027 | Superfoods Market Store, Delivery Options, Emerging Trends 2022 | Segmentation by Product Type, Applications, Regions, & Key-Players (ADM, Ardent Mills, Bunge). [online] GlobeNewswire News Room

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

10 2018-2026, G. and 2018-2026, G., 2022. Botanical and Plant Derivative Drug Market - Global Forecast 2018-2026. [online] Inkwood Research.

11 Fortune Business Insights, The global vegan cosmetics market is projected to grow to $24.79 billion in 2028 Report ID FBI106594 [online]

~~Our~~We IPhave ~~Strategy~~formulations that include wellness plant-based products and ~~R&D~~nutritional ~~Roadmap~~supplements ~~include:~~for improving quality of life and complementary products for balancing selected side effects caused by medicines, treatments, or an unbalanced lifestyle. We position our product lines to capture market share in the nutritional supplements market that is expected to reach $625 billion by 20305.

● Developing wellness plant-based product portfolio across the range from scientific and research-based plants, such as herbal extracts, medicinal mushrooms, and other natural ingredients. ● 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 treatments12.

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 effects; 22% of drugs have more than 100 side-effects; only 9% of drugs have less than 10 side-effects (Please see Figure 1 below)13.

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

13 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

Figure 1: Exploring drug side-effects: 69% of drugs have between 10 and 100 different side effects

*Illustration Taken from: PubMed – Exploring the Relationship Between Drug Side-

Effects and Therapeutic Indications

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

Treatment of side-effects, or adverse drug reactions, has become a healthcare concern. 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 globe14.

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 state15.

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.

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 people16 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 more17.

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 203218.

In July 2022, we filed a provisional patent application for “COMPOSITIONS AND METHODS FOR TREATING, AMELIORATING, ALLEVIATING, MITIGATING OR BALANCING SIDE-EFFECTS IN THE ORAL CAVITY ASSOCIATED WITH THE USE OF MEDICINES, TREATMENTS, AGING OR UNBALANCED/UNHEALTHY LIFESTYLE”, patent No: 63/388,361 in the U.S. Patent & Trademark Office. The patent application relates to compositions and methods for answering the need for treatment, amelioration, alleviation, mitigation, or balance of side effects in the Oral Cavity related to medications, treatments, using cannabis 24, smoking, adult population experiencing constant dry mouth and unhealthy lifestyle.

14 Pharmacovigilance Market Size to Reach 12.48 Billion in 2027 | Industry Trend - Rising Prevalence of Chronic Diseases Worldwide, Increasing Cases of Adverse Drug Reactions and Drug Toxicity and High Consumption of Drugs in Developed Economies, 2022, Bio Space Article [online]

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

16 How Common is Dry Mouth? Systematic Review and Meta-Regression Analysis of Prevalence Estimates Brazilian Dental Journal (2018) 29(6): 606-618

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

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

We developed Oral Cavity Care products lines the SmokLyTM and DryLessTM series of sprays that target to balance the dry mouth side effect that may result from using medicines, cannabis, smoking, treatments and unhealthy lifestyle, and is also targeting adult population that tends to experience constant dry mouth.

The products contain plant extracts distilled from seeds, roots, bark, fruits with active anti-inflammatory substances that encourage saliva production and taste in the oral cavity.

Our Oral Cavity Care Product Lines include:

● SmokLyTM line of sprays targeting the market of cannabis users and tobacco smokers. ● DryLessTM line of sprays targeting adult population experiencing constant dry mouth and certain cancer treatment patients that experience constant dry mouth as part of their cancer treatment regimen.

Figure 2: Our Oral Cavity Care Product Lines SmokLyTM & DryLessTM

The SmokLyTM & DryLessTM lines of sprays were launched in the Israeli market and are manufactured in a GMP certified facility approved by the Israeli Ministry of Health.

Side Effects from Cannabis Use

Following thorough investigation of cannabis’ side effects, we filed a provisional patent application titled “PHARMACEUTICAL COMPOSITIONS AND METHODS FOR THE TREATMENT OF SIDE-EFFECTS ASSOCIATED WITH THE USE OF CANNABIS, CANNABINOIDS AND RELATED PRODUCTS”, patent No: 63/257,673 in the U.S. Patent & Trademark Office. In October 2022 we filed an extension to the provisional patent application No: 63/257,673 in the U.S. Patent & Trademark Office by filing a provisional patent application patent No: 63/418,046 for “COMPOSITIONS AND METHODS FOR TREATING, AMELIORATING, ALLEVIATING, MITIGATING OR BALANCING SIDE-EFFECTS ASSOCIATED WITH THE USE OF MEDICINES, TREATMENTS, AGING, CANNABIS, AND UNBALANCED OR UNHEALTHY LIFESTYLE”. The patent application describes common side effects associated with the use of medicines, treatments, aging, cannabis and cannabinoids, and unbalanced or unhealthy life style, such as headaches, dizziness, drowsiness, fatigue, nausea, vomiting, lack of concentration, impaired appetite, and more.

There are currently over 200 million cannabis users worldwide and an increased interest in cannabis as a medicine in recent years19. Cannabis was approved for medical use showing benefit in serious medical conditions including cancer, multiple sclerosis, Parkinson’s, epilepsy, chronic pain, and post trauma20. Research indicates that some medical cannabis users experience side effects during their cannabis treatment, which may cause them to discontinue treatment despite good clinical outcomes achieved with the cannabis treatment21.

According to the Mayo Clinic in the US these are the most reported side effects in association with cannabis use22:

● Headaches ● Dry mouth and dry eyes ● Lightheadedness and dizziness ● Drowsiness ● Fatigue ● Nausea and vomiting ● Disorientation ● Hallucinations ● Increased heart rate ● Increased appetite ● Impaired attention, judgement, and coordination ● Worsened manic symptoms in people who have bipolar disorder ● Increased risk of depression or worsen depression symptoms ● Increased risk of psychosis in people who have schizophrenia ● Impaired memory and cognitive function ● Harmful cardiovascular effects, such as high blood pressure ● Worsened respiratory conditions ● Adverse interactions including with alcohol and anticoagulants.

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

20 2017. The Health Effects of Cannabis and Cannabinoids

21 Kudahl, B., Berg, M., Posselt, C., Nordentoft, M. and Hjorthøj, C., 2021. Medical cannabis and cannabis-based medicine show both potential efficacy and potential harms: Cross-sectional comparison with controls on self-rated and interviewer-rated outcomes within the Danish pilot program on medical cannabis. Complementary Therapies in Clinical Practice, 45, p.101476

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

Figure 3: Schematic Representation of Side Effects Associated with the Use of Cannabis

*Illustration Taken from: Positive Choices Educational Program

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

Our Plant-based product lines

We believe in the power of plant-based solutions from nature can improve people’s health and quality of life. We have developed our strategy to add value to our product lines and position our company with a competitive edge in the Wellness and the Nutritional Supplements market.

Leveraging technology and research, we are developing plant-based solutions targeting to improve quality of life and complementary products to balance selected side effects caused by medicines, cannabis, treatments, or an unbalanced lifestyle.

The GreenFeels™ & Green Side by Side™ Product Lines:

Figure 4: Our Product Lines

We have more than 100 formulations & products under the brand names of GreenFeels™ and Green Side by Side™ product lines 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, cannabis, treatments, or an unbalanced lifestyle. We position our product lines to capture market share in the nutritional supplements market that is expected to reach $625 billion by 203023.

The products arrive in multiple form factors, such as sprays, powders, tablets, capsules, and tinctures.

We used innovative technologies and experience to create the products combining a variety of well researched plants including herbal extracts, medicinal mushrooms, vitamins, minerals and variety of researched plants known for their healing qualities that contain substances with different anti-inflammatory properties and a variety of health-supportive effects that are relaxing, sleep enhancing, energizing, mood and body balancing, enhancing oral care and alleviating side effects.

WeThe ~~started~~product ~~our~~lines ~~beta~~include ~~testing and initial launch of Green Side by Side™ in~~ the ~~Israeli~~following market with a local company, an Israeli medical cannabis company, focusing on the SmokLy series, a line of sprays for the oral cavity to support people with oral cavity dryness (xerostomia), a common side effect experienced by many cannabis users. The products are available in several pharmacies and medical cannabis pharmacies as complementary products to medical cannabis users.categories:

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

Following the initial trial period, we developed an additional brand under the name GreenFeels™ and we plan to expand our distribution efforts with retail, pharmacy chains and natural products’ distributors in Israel. We also plan to distribute the product lines in the United States and worldwide with local partners consistent with local regulations.

Our nutritional supplements products are manufactured in Israel in iBOT Israel Botanicals Ltd under a GMP-certified manufacturing facility approved by the Israeli Ministry of Health.

The GreenFeels™ and Green Side by Side™ product lines that include the following categories:

1. The Oral Cavity Care Family Line

~~The Oral~~ ~~Cavity Care Product Family Line targets to balance oral cavity dryness side effect.~~ 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, ~~cannabis,~~ smoking or treatments.

Benefits of the Oral Cavity Care Product series:

● The SmokLyTM line of sprays targeting the market of ~~cannabis users and~~ tobacco smokers. ● The DryLessTM line of sprays targeting adult population experiencing constant dry mouth and certain cancer treatment patients that experience constant dry mouth as part of their cancer treatment regimen ● The products contain plant extracts distilled from seeds, roots, bark, fruits with active anti-inflammatory substances that encourage saliva production, taste and can promote saliva production and moisture in the oral cavity. ● Convenient to use by spraying into the oral cavity ● The products come in 7 different flavors: lemon, strawberry, passion fruit, aniseed, mango, maple and mint

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 people¹⁶ 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 more⁶.

The Dry Mouth Treatment Market is expected to reach $1.81 billion by 2032⁷.

2. The Medicinal Mushrooms Family Line:

Medicinal Mushrooms Family Line targets to balance important body systems.

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 ~~for~~to ~~restoring~~restore nutritional ~~balance~~ balance and ~~strengthening~~strengthen the immune system and other body systems.

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

⁶ American Dental Association (ADA) Science & Research Institute, LLC Oral Health Topic: Xerostomia, Department of Scientific Information, Evidence Synthesis & Translation Research. Feb 2021

⁷ Dry Mouth Treatment Market Outlook (2022-2032), Persistence Market Research, 2021

3. The Booster (Energy & Sports) Family Line

The ~~Booster~~ ~~Family Line targets to provide energy and strength. 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.

4. The Balance & Calm Family Line

~~Balance & Calm Family Line for mood and body balancing.~~ The Balance & Calm Family Line 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.

The Balance & Calm Family 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.

5. The Personal Protection & Health Supportive Family Line:

~~Personal Protection Family Line targets to support various health chronic and other conditions and prevent contagion with viruses and bacteria.~~ The Personal Protection & Health Supportive Family Line contains research-based balanced combinations of plants, vitamins and minerals composed in an herbalist method, which together form a shell that supports the proper functioning of many body systems, giving an incentive to the immune system and preventing contagion with viruses and bacteria. In the current reality of pandemics, ~~such as COVID-19~~, and the widespread use of medicines and treatments we believe it is important to balance and nurture different body systems and to strengthen the immune system.

6. The Digestion & Weight Management Family Line

The Product Line for Digestions & Weight Management contains research-based herbal formulas including powders and extracts of researched plants that have been demonstrated to have effects on the digestive system, metabolism and appetite and include ingredients that improve weight management and include ingredients with thermogenic, lipotropic, satiety, and other metabolic effects demonstrating improved markers of metabolic health, such 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 (i.e., limiting weight regain); control of appetite, and more.

7. The ~~Men~~Vitamins & Minerals Family Line

The Product Line for Men contains research-based herbal formulas including powders and extracts of researched plants that have been demonstrated to have health supporting effects on Men’s Health issues in different areas, such as men’s sexual potency & fertility, prostate gland issues, fitness, weight loss, and more. The Product Line for Men targets to restore and maintain specific health issues common for men and is adapted to men’s physiology, nutritional needs, common health issues, and more.

8. The Women Family Line

The Product Line for Women contains research-based herbal formulas including powders and extracts of researched plants that have been demonstrated to have health supporting effects on Women’s Health issues in different areas, such as candidiasis, fertility issues, vaginal microflora, menstrual cycle normalization, PMS relief, weight loss, and more. The Product Line for Women targets to restore and maintain specific health issues common for women and is adapted to women’s physiology, nutritional needs, common health issues, and more.

9. The Vitamins & Minerals Family Line

Vitamins and minerals are essential organic compounds that are required in order to maintain good health and overcome various infections and retain a good health condition. They are involved in a variety of metabolic processes and many physiological systems and functions in the body.

The Vitamins & Minerals Product Line is based on researched substances that have been proven to be efficient for various medicinal uses. Thy 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.

~~Acquisition~~IP ofStrategy ~~MyPlant~~and ~~Bio~~R&D ~~Ltd.~~Roadmap

In December 30, 2022, we purchased a 10% equity interest (on a fully diluted basis) in MyPlant Bio Ltd. under the terms of a Share Purchase and Option Agreement. The agreement provides Citrine Global with an option to purchase an additional 45% of MyPlant equity.

MyPlant Bio Ltd, a pioneering Israeli company that is specialized in botanical drug development and owns certain know-how and intellectual property rights that include a developed platform and cell-disease models to screen plant extracts to understand their biological effect and has 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. MyPlant was founded by Cannasoul Analytics, a leading botanical research and development company and Prof. Dedi Meiri from the Faculty of Biology at the Israeli Institute of Technology (Technion) and a member of the Technion Integrated Cancer Center. Citrine Global’s acquisition of MyPlant is in line with the Citrine Global’s strategy to be a leader in plant-based wellness and pharma solutions.

Under the terms of the Share Purchase and Option Agreement, we purchased from the MyPlant shareholders an aggregate of 44,328 ordinary shares of MyPlant (the “MyPlant Shares”) representing, on a fully diluted basis, 10% of the outstanding MyPlant Shares, in consideration of $444,444 payable by the issuance by Citrine Global to the MyPlant shareholders of an aggregate of 9,259,250 shares of our common stock. In addition, under the Share Purchase and Option Agreement, we were 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 our sole discretion, in cash or in the issuance to MyPlant of up to 9,259,250 shares of our common stock. Said options are exercisable through September 30, 2023 (the “Option Expiry Date”). If both the Shareholders Option and the Company Options are exercised, we will hold 55% of MyPlant Shares, on a fully diluted basis. Under the Share Purchase and Option Agreement, are authorized to continue its due diligence through the Option Expiry Date.

The transactions under the Share Purchase and Option Agreement are based on a MyPlant company valuation of approximately $4.45 million. Under the agreement, we are 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 the Company’s valuation in the transaction shall not be below US$1,000,000.

Under the Share Purchase and Option Agreement, MyPlant granted to our 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 Citrine (or its subsidiaries’) field of business, provided that, if by December 31, 2023 we do not exercise either of the Shareholders Option or the Company 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 31, 2024, unless such rights have been extended beyond such date under the terms to be agreed in the service agreement entered into by MyPlant and out company. In addition, under the Share Purchase and Option Agreement, Cannasoul, MyPlant’s majority Shareholder, agreed to not that may compete with MyPlant’s activities.

We were also granted observer rights on the MyPlant board of Directors (the “MyPlant Board”). Following the exercise by us 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.

The acquisition of MyPlant Bio is part of our strategy for developing scientifically backed plant-based products composed of specific active plant substances proven by research to advance our wellness and planned pharma product offerings as to the effects of specific plant substances and compounds on different wellness and medical conditions and possibly the option to offer personally customized products for individual patients tailored for their healing process. As the worldwide use of botanical nutritional supplements and botanical drugs continues to grow, the need for scientific evaluation of the safety and efficacy of these products is becoming ever greater and positions our company with a competitive edge in the Wellness market, the Nutritional Supplements market that is expected to reach USD 625 billion by 203024 and the botanical and plant-derived drug market that is expected to reach USD 53 billion by 202625.

Our IP Strategy and R&D Roadmap

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

~~Currently~~The weresearch ~~have a provisional patent application,~~ and asdevelopment ~~part~~program ~~of our IP strategy, we plan to build a patent portfolio. We are also considering purchasing patents and IP.~~includes:

~~Our strategy~~● ~~includes~~Developing ~~developing~~wellness plant-based ~~wellness,~~product portfolio across the range from scientific and ~~plant~~research-based ~~medicines~~plants, such as herbal extracts, medicinal mushrooms, and other natural ingredients ● Expanding our product lines and registering the products &for ~~solutions~~worldwide ~~including:~~regulatory approvals.

● Developing plant-based products portfolio based on rigorous scientific research ranging from synergistic botanicals, herbal extract tinctures, medicinal mushrooms together with plant extracts, botanical formulations from seeds, roots, bark, fruits and a wide variety of plants that contain substances with health-supportive effects. Such supportive effects include, but aren’t limited to, enhancing oral care, anti-inflammatory properties, relaxation, sleep enhancement, energizing, mood and body balancing and alleviating side effects.7

~~24 Research,~~● ~~P.,~~Building ~~2022.~~clinical ~~Nutritional~~trials ~~Supplements~~program ~~Market~~& portfolio ● Registering products for regulatory approval ● Building the infrastructure for production and innovation centers to ~~Hit~~leverage ~~US$~~IP ~~624.7~~& ~~Billion~~competitive byadvantage ~~2030.~~in ~~[online]~~developing ~~GlobeNewswire~~and manufacturing wellness to pharma plant-based products

25About ~~201-2026, G.~~Our ~~and~~Operational ~~2018-2026,~~Innovation ~~G., 2022. Botanical and Plant Derivative Drug Market - Global Forecast 2018-2026. [online]~~Centers’ Platform

15One of the Company’s most significant strategic assets is its government-supported industrial land located in Yerucham, Israel, held through its subsidiary, Cannovation Center Israel Ltd.

	●	Researching plant-based medicines and solutions for the botanical and plant-derived drug market. Botanical drugs are derivative of medicinal plants and may contain algae, plant-based substances and fungi. Botanical and plant derived drugs help in the treatment of various diseases, such as central nervous system disorders, infectious diseases, cardiovascular diseases, and respiratory diseases and are available in various forms, such as pills, tablets, and injections. The key factors driving this market are growing applications in diseases, growing FDA approvals and a dedicated Botanical Drugs Approval pathway, technological development in the manufacturing process, and rising demand for and focus on traditional and natural source medicines.
	●	The acquisition of MyPlant is an opportunity to advance our wellness and planned pharma and botanical drug products with MyPlant’s scientific research as to the effects of specific plant substances and compounds on different wellness and medical conditions. As we have more than 100 researched plant-based formulations and product lines targeting to promote wellbeing and complementary products for balancing selected side effects caused by medicines, treatments, or an unbalanced lifestyle and we continue our research, we plan to benefit from the collaboration with MyPlant and Professor Dedi Meiri to advance our strategy for developing scientifically backed plant-based products composed of specific active plant substances proven by research to be effective for different medical conditions and possibly offer personally customized products for individual patients tailored for their healing process. We will also have access to MyPlant’s database of verified substances and their researched effects on different medical conditions to advance development our pharma products positioned to capture market share in the botanical and plant-derived drug market that is expected to reach USD 53 billion by 202626.

The property covers approximately 11,687 square meters (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.

~~Our~~In line with the Company’s ~~research~~infrastructure and scalability strategy, a key land asset in Yerucham, Israel, was designated for the development ~~program~~of ~~includes:~~a proprietary Operational Innovation Center Platform.

●This ~~Developing~~modular ~~wellness plant-based product portfolio across the range from scientific~~ and ~~research-based~~scalable ~~plants,~~infrastructure model ~~such~~was asintended ~~herbal~~to ~~extracts,~~support ~~medicinal~~the ~~mushrooms,~~Company’s ~~and~~business ~~other~~growth ~~natural ingredients ● Developing complementary products portfolio for balancing selected side effects caused~~ by ~~medicines,~~enabling ~~treatments, cannabis, aging, stress, and an unbalanced lifestyle ● Expanding our product lines and registering~~ the ~~products~~delivery ~~for worldwide regulatory approvals. ● Researching and developing plant-based medicines and pharma solutions with the mission~~ of ~~developing plant~~end-based medicines and botanical drugs ● Building patent portfolio ● Building clinical trials program & portfolio ● Registering products for regulatory approval ● Building the infrastructure for production and innovation centers to ~~leverage IP & competitive advantage in developing and manufacturing wellness to pharma plant~~-~~based~~end ~~products~~solutions ●across ~~Currently~~its ~~our~~areas ~~product line does not include any cannabis, cannabinoid, or cannabis related components. However, pending changes in the regulatory, market landscape and pending approval~~ of ~~the board of directors~~ activity, weincluding ~~may~~product ~~consider developing cannabis~~development, ~~cannabinoid~~production, and ~~related products~~commercialization.

~~Provisional~~The platform was initiated and ~~Patent~~developed ~~Applications~~under the leadership of the Company’s Israeli subsidiary, Cannovation Center Israel Ltd., with the goal of establishing specialized innovation centers to support both internal operations and external strategic collaborations.

~~In October~~Each ~~2021~~innovation wecenter ~~filed~~was ~~a provisional patent application for “PHARMACEUTICAL COMPOSITIONS AND METHODS FOR THE TREATMENT OF SIDE-EFFECTS~~envisioned ~~ASSOCIATED~~as ~~WITH~~an ~~THE~~integrated ~~USE~~operational OFecosystem ~~CANNABIS,~~offering ~~CANNABINOIDS~~a ~~AND~~wide ~~RELATED~~range ~~PRODUCTS”, patent No: 63/257,673 in the U.S. Patent & Trademark Office. The patent application describes certain side effects~~ of ~~cannabis~~core ~~use~~capabilities, ~~the needs, technologies and solutions to support medical cannabis users who experience side effects related to their cannabis treatment.~~including:

~~In October~~● ~~2022~~Research weand ~~filed~~development anlaboratories ~~extension~~● toManufacturing ~~the~~and ~~provisional~~product ~~patent~~formulation ~~application~~infrastructure ~~No:~~● ~~63/257,673~~Quality inassurance ~~the~~and ~~U.S.~~testing ~~Patent~~● ~~& Trademark Office by filing a provisional patent application patent No: 63~~Import/~~418,046~~export ~~for~~and ~~“COMPOSITIONS~~logistics ~~AND~~support ~~METHODS~~● ~~FOR~~Distribution ~~TREATING,~~and ~~AMELIORATING, ALLEVIATING, MITIGATING OR BALANCING SIDE~~go-~~EFFECTS~~to-market ~~ASSOCIATED~~operations ~~WITH~~● ~~THE~~Services ~~USE~~for OFboth ~~MEDICINES, TREATMENTS, AGING, CANNABIS, AND UNBALANCED OR UNHEALTHY LIFESTYLE”. The patent application describes common side effects associated with~~ the ~~use~~Company’s ofproprietary ~~medicines,~~product ~~treatments,~~lines ~~aging, cannabis~~ and ~~cannabinoids, and~~third-party ~~unbalanced or unhealthy life style, such as headaches, dizziness, drowsiness, fatigue, nausea, vomiting, lack of concentration, impaired appetite, and more.~~client

26As part of our strategic focus ~~2018-2026,~~on G.the botanical wellness and ~~2018-2026,~~pharma G.sector, ~~2022.~~we ~~Botanical~~plan ~~and~~to ~~Plant~~establish ~~Derivative~~Green ~~Drug~~Vision ~~Market~~Center -as ~~Global~~the ~~Forecast~~first ~~2018-2026.~~Operational ~~[online]~~Innovation Center within our platform.

16The 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.

~~In July~~We ~~2022,~~have wesecured ~~filed~~ a ~~provisional patent application patent No: 63/388,361 in the U.S. Patent & Trademark Office for “COMPOSITIONS AND METHODS FOR TREATING, AMELIORATING, ALLEVIATING, MITIGATING OR BALANCING SIDE~~government-~~EFFECTS IN THE ORAL CAVITY ASSOCIATED WITH THE USE~~supported OFland ~~MEDICINES,~~grant ~~TREATMENTS, AGING OR UNBALANCED/UNHEALTHY LIFESTYLE”. The patent application relates to compositions and methods~~ for ~~answering~~approximately ~~the~~11,687 ~~need~~square ~~for~~meters ~~treatment,~~(about ~~amelioration~~125,000 ~~alleviation,~~square ~~mitigation,~~feet) ~~or balance~~ of ~~side~~industrial ~~effects~~land in ~~the Oral Cavity related to medications~~Yerucham, ~~treatments~~a ~~(such~~city asin ~~chemotherapy),~~southern ~~and more. It describes technologies and solutions to support people who experience side~~Israel, ~~effects~~with ~~related~~about to90% ~~their treatment. Oral cavity side effects are common. The overall estimated prevalence~~ of ~~dry mouth is over one in four people in~~ the ~~general~~acquisition ~~population~~cost ~~with~~subsidized ~~higher~~through ~~prevalence~~Israel ~~rates~~national ~~observed~~programs ~~in studies conducted with elderly people27. Research shows~~ that ~~oral~~promote ~~cavity-related~~industrial ~~symptoms are linked to different factors, such as using medicines, treatments, aging, an unbalanced or unhealthy lifestyle, various chronic diseases, psychological reasons, stress, and more28~~development.

~~Green~~However, following the outbreak ~~Vision~~of ~~Center~~the ~~Production~~war in Israel on October 7, 2023, and ~~Innovation~~the ~~Center~~resulting ~~for~~impact ~~Plant-based~~on ~~Wellness~~the &overall ~~Pharma~~business ~~Products~~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.

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.8

~~Figure~~In 5:October ~~Green~~2024, ~~Vision~~the ~~Center~~Company undertook a strategic reassessment of its operations and future direction, with a particular focus on its key company’s asset government-supported industrial land in Yerucham, Israel, ~~Building~~held ~~Demonstration~~through its Israeli subsidiary. the Yerucham site emerged as a uniquely strategic location for defense innovation, benefiting from its designation as Israel’s national UAV testing field and its integration into a broader ecosystem supported by the Ministry of Defense, Ministry of Economy, Israel Innovation Authority, and Yerucham Municipality.

**AllLeveraging ~~image~~its ~~rights~~proprietary ~~are~~Operational Innovation ~~reserved~~Centers’ toPlatform, ~~the~~its ~~Company~~strategically located, government-supported industrial land in Yerucham, and ~~are~~the ~~for~~leadership ~~illustration~~of ~~purposes~~its ~~only~~CEO and doChairwoman, ~~not~~Ora ~~bind~~Elharar Soffer who brings decades of experience in the ~~company~~high-tech, defense, and strategic development sectors, the Company identified a unique opportunity to realign its operations toward the high-impact sector of defense and unmanned aerial vehicle (UAV) solutions.

~~Green~~In response to evolving national ~~Vision~~priorities and the growing global demand for secure, Israeli-made defense capabilities, the Company, through its Israeli subsidiary, submitted a comprehensive proposal to the Israeli Ministry of Economy to establish a new national innovation and production center to be named “SkyTech Center”. ~~Israel~~This initiative focuses on the development, production, and integration of advanced UAV and drone solutions, designed to support both Israeli defense needs and international markets.

~~In February~~On ofJanuary ~~2022~~12, we2025, ~~completed~~ the ~~acquisition~~Company was ~~from~~officially ~~the~~selected ~~Israel~~by ~~Lands~~the ~~Authority~~Government ~~(ILA)~~ of ~~125,000~~Israel ~~square~~to ~~feet~~lead ~~(approximately~~a ~~11,687~~flagship ~~square meters)~~national orproject ~~approximately three acres of industrial land~~ in ~~Yerucham,~~the amilitary ~~city~~UAV inand ~~southern~~drone ~~Israel, to build Green Vision Center Israel~~sector. SkyTech ~~Approximately~~was ~~90%~~chosen offrom ~~the~~among ~~acquisition~~numerous ~~cost~~applicants ~~was~~competing ~~provided~~for byinclusion ~~Israeli~~in ~~government~~this ~~programs~~strategic ~~that~~program, ~~encourage~~following ~~industrial~~a ~~development~~comprehensive ~~and~~government ~~includes~~selection ~~additional grants and tax incentives~~process.

27As part of this designation, the ~~How~~Company ~~Common~~was isawarded ~~Dry~~a ~~Mouth?~~development ~~Systematic~~grant ~~Review~~of NIS 12.5 million (approximately $3.4 million) by the Israeli Ministry of Economy one of the largest grants granted under the government’s national defense and ~~Meta-Regression~~innovation ~~Analysis~~initiatives. In addition to the grant, SkyTech was approved for a range of ~~Prevalence~~complementary ~~Estimates~~benefits, ~~Brazilian~~including ~~Dental~~corporate ~~Journal~~tax ~~(2018)~~incentives, employment and training support, import/export facilitation, ~~29(6):~~and ~~606-618~~regulatory guidance designed to accelerate the establishment and expansion of the SkyTech Center.

28The SkyTech Center is planned ~~American~~to ~~Dental~~serve ~~Association~~as Israel’s national hub for innovation and manufacturing in the field of unmanned aerial systems (~~ADA~~UAS), ~~Science~~tailored &to ~~Research~~the operational ~~Institute,~~needs ~~LLC~~of ~~Oral~~the ~~Health~~defense ~~Topic:~~sector. ~~Xerostomia~~It will provide the infrastructure for research, ~~Department~~development, ofassembly, ~~Scientific~~testing, and integration ~~Information~~of advanced unmanned systems, ~~Evidence~~all ~~Synthesis~~in &full ~~Translation~~compliance ~~Research.~~with ~~Feb~~Israeli ~~2021~~and international defense regulations and export standards.

17As a result, the SkyTech Center is being established as a national flagship project and a strategic assembly and production hub in Israel, dedicated to the defense sector, with a focus on UAVs, drones, AI-powered platforms, Western-grade critical components, and advanced defense solutions tailored to military applications in the field of UAV and drone solutions.

~~It is~~The ~~currently~~Company ~~anticipated~~views ~~that~~this ~~the~~transition as ~~Green~~a ~~Vision~~pivotal ~~Center~~strategic ~~Israel~~move ~~will~~that ~~include~~enables ~~approximately~~it ~~65,000~~to ~~sq.~~operate ~~ft.~~in (~one ~~5,800~~of ~~sqm)~~the amost ~~first-of-its-kind center’s~~impactful ~~infrastructure~~ and ~~facilities~~rapidly ~~will~~expanding besectors ~~focused~~in onIsrael ~~the development~~ and ~~production of wellness and pharma plant-based products~~globally ~~and~~particularly ~~planned~~in tothe ~~include:~~defense arena.

●In ~~Manufacturing~~recent ~~facilities~~years, ~~for~~drones ~~botanicals~~ and ~~nutritional~~UAVs have ~~supplements~~revolutionized ●modern ~~Manufacturing~~warfare, ~~facilities~~offering ~~for~~new ~~pharma~~capabilities ~~plant-based~~in ~~products~~intelligence &gathering, ~~botanical~~situational ~~drugs~~awareness, ~~● Manufacturing facilities for healthy snacks & beverages ● Manufacturing facilities for plant~~real-~~based~~time ~~cosmetics~~targeting, ~~● Manufacturing facilities for medical cannabis~~ and operational ~~related~~efficiency. ~~products~~As ●militaries ~~R&D~~seek ~~laboratories for development~~agile, ~~clinical studies~~cost-effective, and ~~quality~~unmanned ~~control~~solutions ~~testing~~to ●meet ~~Distribution~~evolving ~~and~~battlefield ~~global~~needs, ~~logistics~~the ~~center~~global demand ●for ~~Management~~drone-based ~~and~~defense ~~consultant~~systems ~~offices~~is ●accelerating ~~Conference, training & visitor center~~rapidly.

~~Green~~Israel, known for its technological ~~Vision~~leadership ~~Center~~and ~~Israel:~~combat-proven ~~Planned~~innovations, ~~Divisions~~is emerging as a global center for drone and ~~Internal~~UAV ~~Design~~development. The war-driven urgency, coupled with strategic investments by the Israeli Ministry of Defense and allied nations, has positioned this sector as one of the most dynamic and vital areas of defense solution.

~~Figure~~Amid wartime disruptions 6:and ~~Green~~changing ~~Vision~~geopolitical ~~Center~~realities, drones and UAVs have emerged as the next generation of defense technology a field in which Israel is ~~Planned~~now ~~Internal~~seen ~~Design~~as a global leader, and one where demand is expected to continue rising significantly.

**All image rights are reserved to the Company and are for illustration purposes only and do not bind the company

Green Vision Center Israel was designed by Avner Sher, one of Israel’s most highly regarded architects. Its design includes a unique roof in the shape of a lotus flower and will be built with solar panels and according to ecological green principles of saving energy.

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

Our Business Model for the Green Vision Center includes:

● Production & sales of our branded products; ● Production & services to third parties; ● Full turnkey solutions for all the services that the center can provide, including R&D, QA, production, market positioning, and sales; ● Partnerships and collaborations with international companies in the wellness and pharma industries that are interested in establishing an innovation and production infrastructure in Israel; ● Mergers & acquisitions and strategic partnership activities; and ● Partnerships based on models of profit sharing.

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

Israel as a Source of Innovation

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

We chose to focus on Israel for the following reasons:

● Israel is well positioned as a leader in technology with a critical mass of technology companies, researchers, and ~~scientists29~~scientists8. ● 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 experience30. ●~~ 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. On January 12, 2025, the Company was officially selected by the Government of Israel to lead a flagship national project in the military UAV and drone sector. As part of this designation, the Company was awarded a development grant of NIS 12.5 million (approximately $3.4 million) by the Israeli Ministry of Economy one of the largest grants granted under the government’s national defense and innovation initiatives. ● We acquired land in the south of Israel, backed by government support, to build ~~the~~our ~~Green Vision Center, a~~ first~~-of-its-kind~~ ~~production~~operational ~~and~~ innovation center ~~for~~dedicated ~~plant-based~~to wellness &and pharma ~~products~~technologies.

⁸ PwC-Startup Nation Central Report Explores Israel’s Multinational Innovation Ecosystem

⁹ Portfolio of Israeli companies Life science and Clean-tech sectors October 2020

Creating a Global Network & Growth Strategy

A core part of our strategy includes building a worldwide network with local teams, partners, subsidiaries, ~~Green~~Operational ~~Vision~~ Innovation Centers, strategic partnerships, collaborations, and mergers & acquisitions of technology and distribution companies.

Initially, we are planning to build infrastructure for business development and sales with local teams in North America and Europe.

Our strategy includes various 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.

Go to Market Strategy and Prospective Revenue Sources

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

● The nutritional supplements market is expected to reach USD 624.7 billion by 203031. ● The superfoods market is expected to reach USD 287.7 billion by 202732. ● The legal cannabis market is expected to reach USD 70.6 billion by 202833 ● The botanical and plant-derived drug market is expected to reach USD 53 billion by 202634. ● The natural cosmetics market is expected to reach USD 24.8 billion by 202735.

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

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

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

32 Research, I., 2022. Global Superfoods Market Size is Projected To Reach US$ 287.75 Billion by 2027 | Superfoods Market Store, Delivery Options, Emerging Trends 2022 | Segmentation by Product Type, Applications, Regions, & Key-Players (ADM, Ardent Mills, Bunge). [online] GlobeNewswire Newsroom

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

34 2018-2026, G. and 2018-2026, G., 2022. Botanical and Plant Derivative Drug Market - Global Forecast 2018-2026. [online]

35 52 Fortune Business Insights, The global vegan cosmetics market is projected to grow to $24.79 billion in 2028 Report ID FBI106594 [online]

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

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

● Sales of our proprietary products including Green Feels & Green Side by Side product lines ● Commercialization and licensing our future IP, products & brands. ● Collaborations & acquisitions of distribution companies and strategic partnership activities

Competition

The global health and wellness market is expected to reach USD 7.6 trillion by ~~203036~~203014 and is very crowded and competitive. Many companies, from startups to corporate giants, operate in these spaces.

Plant-based wellness sector: Nutritional supplements

The Nutritional supplements and OTC wellness products markets are growing thanks to increased attention to natural products, health and prevention by the consumers and increased health care costs and search for alternatives to cure specific problems.

Some of the key players in this market are Herbalife Nutrition Ltd., Amway Corp., Abbott, Arkopharma, Bayer AG, Glanbia PLC, Pfizer Inc., ADM, and Ayanda37.

Botanical Drugs

The botanical and plant-derived drug market is expected to reach $53 billion by 202638.

Botanical drugs are derivative of medicinal plants and may contain algae, plant-based substances and fungi. Botanical and plant derived drugs help in the treatment of various diseases, such as central nervous system disorders, infectious diseases, cardiovascular diseases, and respiratory diseases and are available in various forms, such as pills, tablets, and injections.

We believe that the key factors driving this market are:

● Growing applications of Botanical drugs in diseases ● Growing FDA approvals and a dedicated Botanical Drugs Approval pathway ● Technological development in the manufacturing process, ● Rising demand for and focus on traditional and natural source medicines39.

Large companies are involved in this market with the major players including Bayer AG, Boehringer Ingelheim International GmbH, F. Hoffmann La Roche Ltd., Jazz Pharmaceuticals Plc, Johnson and Johnson Inc., Merck KGaA, Mitsubishi Chemical Corp., Novartis AG, Sanofi SA, and Tilray Inc.40.

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

37 MarketView Research: Dietary Supplements Market Size, Share & Trends Analysis Report By Ingredient (Vitamins, Minerals), By Form, By Application, By End User, By Distribution Channel, By Region, And Segment Forecasts, 2022 - 2030

38 2018-2026, G. and 2018-2026, G., 2022. Botanical and Plant Derivative Drug Market - Global Forecast 2018-2026. [online] Inkwood Research

39 2018-2026, G. and 2018-2026, G., 2022. Botanical and Plant Derivative Drug Market - Global Forecast 2018-2026. [online] Inkwood Research.

40 Technavio Report: Botanical and Plant-Derived Drugs Market by Type and Geography - Forecast and Analysis 2022-2026

We have differentiated ourselves through our end-to-end strategy of bringing to market innovative plant-based wellness and pharma products covering the whole spectrum from research, product development, building the infrastructure, manufacturing, and marketing. We built the following strategy and unique business model that can support our ability to remain competitive:

● We are leveraging technology and research and focus on developing plant-based wellness and pharma solutions to improve quality of life and complementary products for balancing selected side effects caused by medicines and treatments, cannabis, aging, stress, and an unbalanced lifestyle ● We have the ability to develop innovative products and solutions that meet customer and market needs ● We develop our IP strategy by building patent portfolio, conducting clinical studies, and obtaining regulatory approvals ● We have a leading experienced team and partners with proven track record in technology, high-tech and biotech and proven experience in bringing companies to global success ● Our presence in Israel combined with our close contacts with leading universities, researchers and companies powers us with the latest technologies, talent, and innovation and to offer innovative solutions to the global market. ● Potential partnerships and other collaborations with international companies in the wellness and pharma industries

● Strategic Investments in Innovation Partners - as part of our long-term vision, we invest in companies that bring complementary capabilities to our platform and help accelerate product development and market reach.

●

We hold a 19% equity stake in iBOT Israel Botanicals Ltd., a GMP-certified facility approved by the Israeli Ministry of Health, with whom we collaborate on the development and manufacturing of nutritional supplement lines.

●

We hold a 10% equity stake in MyPlant Bio Ltd., a company specializing in cannabinoid-based science and plant-derived pharma applications, with a strong research base and pipeline of advanced botanical formulations.

● Platform of Operational Innovation Centers - To support scalable and compliant growth across highly regulated industries, we are developing a platform of Operational Innovation Centers. These centers provide infrastructure, regulatory support, manufacturing, QA, logistics, import/export, and commercialization services tailored to industry-specific needs.

The Health & Wellness Industries Global Market Size and Potential:

The global health and wellness market is expected to reach USD 7.6 trillion by 2030, growing at a CAGR of 5.5% from 2021 to 2030. The hectic, unbalanced lifestyle has resulted in the prevalence of lack of proper diet and sleep, stress, depression, anxiety, cancer, diabetes, and various other health related issues. Lack of proper diet has resulted in the reduced intake of essential nutrients and minerals required for the healthy and active functioning of the human body. Precedence research identifies growth opportunities to the health and wellness market players across the globe in the adoption of smart technologies and innovative ways in manufacturing various health and wellness products, nutritional supplements, healthy snacks and beverages, the growing biopharmaceutical industry and development of botanical ~~drugs41~~drugs16.

Health and wellness have been found by Nielsen IQ researchers to be the most powerful consumer force of 2021. In contrast to the unpredictable nature of COVID-19, consumers are being very deliberate with their choices. A survey conducted discovered that consumers emphasize having meaningful and purposeful living, health management, strength and wellness, mental health and stability, happiness, social connections, environmental betterment, balance, and fulfillment. We are witnessing a global movement of health and wellbeing becoming a priority for the public, further emphasized by the global COVID-19 pandemic. There is increasing recognition that people need to take charge of their own health, improve their quality of life, use natural products, and balance side effects caused by medicines and treatment42.

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

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

The Plant-Based Global Market Size and Potential:

● The nutritional supplements market is expected to reach USD 624.7 billion by 203043. ● The superfoods market is expected to reach USD 287.7 billion by 202744. ● The legal cannabis market is expected to reach USD 70.6 billion by 202845. ● The botanical and plant-derived drug market is expected to reach USD 53 billion by 202646. ● The natural cosmetics market is expected to reach USD 24.8 billion by 202747

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 ~~effect48~~effect23. 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 ~~further driven by the COVID-19 pandemic, with consumers looking to strengthen the natural immune system. This is~~ also driving growth of vitamins and minerals and moving towards natural colorant-based plant juice products, since they provide better and long-lasting protection from viruses and bacteria. In addition, botanicals and nutritional supplements are widely used by people who suffer from diseases related to weight management, clinical nutrition, digestive health (gut health problems), immunity, diabetes, and cardio fitness, either as treatment or ~~prevention49~~prevention24.

We16 ~~believe~~Research, ~~that~~P., ~~the~~2022. ~~market~~Health ~~demand~~and ~~for~~Wellness ~~Nutritional~~Market ~~Supplements~~Size isto ~~driven~~Hit ~~by50:~~USD 7,656.7 Bn by 2030. [online] GlobeNewswire News Room

●17 ~~Increasing~~NielsenIQ. ~~attention~~2022. toAn ~~health~~inside look ~~and~~into ~~prevention by~~ the ~~consumers~~2021 ●global ~~Greater~~consumer ~~customization of needs for different segments of the population ● Increased~~ health ~~care costs~~ and ~~search~~wellness ~~for alternatives to cure specific problems ● The growth in demand for supplements is mainly driven by probiotic supplements, Fatty Acids (i~~revolution.e. fish oils) and protein supplements ● Herbal/Botanical Supplements usage has emerged as a popular complementary and alternative medicine or supplement to modern medicine ● Rising consumer awareness regarding the severity of digestive disorders, stimulate the growth of the Enzymes segment.

4318 Research, P., 2022. Nutritional Supplements Market to Hit US$ 624.7 Billion by 2030. [online] GlobeNewswire

4419 Research, I., 2022. Global Superfoods Market Size is Projected To Reach US$ 287.75 Billion by 2027 | Superfoods Market Store, Delivery Options, Emerging Trends 2022 | Segmentation by Product Type, Applications, Regions, & Key-Players (ADM, Ardent Mills, Bunge). [online] GlobeNewswire News Room

4520 Grandviewresearch.com. 2022. Legal Marijuana Market Size Worth $70.6 Billion By 2028. [online]

4621 2018-2026, G. and 2018-2026, G., 2022. Botanical and Plant Derivative Drug Market - Global Forecast 2018-2026. [online]

4722 Fortune Business Insights, The global vegan cosmetics market is projected to grow to $24.79 billion in 2028 Report ID FBI106594 [online]

4823 Research, P., 2022. Nutritional Supplements Market to Hit US$ 624.7 Billion by 2030. [online] GlobeNewswire

49 24 PwC “Vitamins and Dietary Supplements Market Overview Report, https://www.pwc.com/it/it/publications/assets/docs/Vitamins-Dietary-Supplements-Market-Overview.pdf

~~50 PwC “Vitamins and Dietary Supplements Market Overview Report, https://www.pwc.com/it/it/publications/assets/docs/Vitamins-Dietary-Supplements-Market-Overview.pdf~~11

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

The Botanical and Plant-derived Drug Market

The global botanical and plant-derivative drug market is anticipated to grow to $53 billion by 2026 driven by growing applications in diseases, technological developments in manufacturing processes and a growing focus and demand for naturally sourced medicines51.

Botanical drugs are derived from natural sources, plants and mushrooms, and are considered to have fewer side-effects as compared to synthetic drugs while showing high efficacy in helping to treat different medical conditions and chronic diseases52.

The important driver for growth in the global botanical and plant-derivative drug market is its growing applications in diseases. Botanical drugs are derivative of medicinal plants and may contain algae and vegetable substances, along with macroscopic fungi. These may assist in the treatment of various diseases, such as central nervous system disorders, infectious diseases, cardiovascular diseases, and respiratory diseases. Botanical and plant derivative drugs are available in various forms, such as pills, tablets, and injections53.

The Botanical and plant-derivative drug market is primarily driven by the following factors 54

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

The Global Cannabis Market

The global legal cannabis market size is expected to reach USD 70.6 billion by 2028 driven mainly by increased legalization of cannabis for medical and adult-use and the growing adoption of these products for the treatment of chronic diseases55.

There are currently over 200 million cannabis users worldwide and an increased interest in cannabis as a medicine in recent years56. Cannabis was approved for medical use showing benefit in serious medical conditions including cancer, multiple sclerosis, Parkinson’s, epilepsy, chronic pain, and post trauma. Research indicates that some medical cannabis users experience side effects during their cannabis treatment, which may cause them to discontinue treatment despite good clinical outcomes achieved with the cannabis treatment57.

The Global Natural Cosmetics Market

The global natural cosmetics market is projected to reach USD 24.86 billion by 2028 driven mainly by increasing demand for harmful chemical-free cosmetics, rising awareness against the use of animal derivatives and growing social media movements endorsing naturally derived products58.

The cosmetic and personal care segment of botanicals is also on the rise with companies increasingly discovering novel herbal ingredients as consumers are seeking more natural products with ingredients that are of plant origin: extracts or oils obtained from raw plant materials. Natural cosmetics are cosmetics that have ingredients of plant origin. The absence of chemical compounds and animal-by products are specifically suited to sensitive skin people. The natural cosmetic products are biodegradable and environmentally friendly. Many companies in the field focus on the production of natural cosmetics that are cruelty-free as these products have increasing demand59.

51 2018-2026, G. and 2018-2026, G., 2022. Botanical and Plant Derivative Drug Market - Global Forecast 2018-2026. [online] Inkwood Research

52 2018-2026, G. and 2018-2026, G., 2022. Botanical and Plant Derivative Drug Market - Global Forecast 2018-2026. [online] Inkwood Research

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

54 2018-2026, G. and 2018-2026, G., 2022. Botanical and Plant Derivative Drug Market - Global Forecast 2018-2026. [online] Inkwood Research

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

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

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

58 Fortune Business Insights, The global vegan cosmetics market is projected to grow to $24.79 billion in 2028 Report ID FBI106594 [online]

59 Fortune Business Insights, The global vegan cosmetics market is projected to grow to $24.79 billion in 2028 Report ID FBI106594 [online]

Side Effects and Drug Safety/Pharmacovigilance Evolving Market

Current evidence suggests that use of medicines, and medical treatments are associated with a series of side effects. For example, exploring the relationship between drug side-effects and therapeutic indications demonstrate that 69% of drugs have between 10 and 100 different side effects; 22% of drugs have more than 100 side-effects; only 9% of drugs have fewer than 10 side-effects (Please see Figure 7 below)60

Figure 7: Exploring drug side-effects: 69% of drugs have between 10 and 100 different side effects

*Illustration Taken from: PubMed – Exploring the Relationship Between Drug Side-

Effects and Therapeutic Indications

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

Drug side-effects, or adverse drug reactions, have become a healthcare concern. 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 globe61.

60 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

61 BioSpace. 2022. Pharmacovigilance Market Size to Reach 12.48 Billion in 2027 | Industry Trend - Rising Prevalence of Chronic Diseases Worldwide, Increasing Cases of Adverse Drug Reactions and Drug Toxicity and High Consumption of Drugs in Developed Economies | BioSpace. [online]

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.

WeRegulatory orEnvironment ~~our local partners would need to obtain various regulatory approvals and licenses~~ for ~~our~~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.Products

WeOur ~~describe~~products are regulated in ~~this~~Israel ~~section~~as ~~primarily~~nutritional supplements and meet the ~~material~~regulatory ~~regulations~~compliance ~~that~~requirements ~~are~~for ~~currently~~nutritional ~~applicable~~supplements in toIsrael. IBOT Israel Botanicals, our manufacturing facility for our products, is approved by the Israeli Ministry of Health and is GMP-certified.

~~Regulatory~~Good ~~Environment~~Manufacturing Practice (GMP) is a system for ensuring that products are consistently produced and controlled according to quality standards. GMP covers all aspects of production from the ~~Our~~starting ~~Products~~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 made. 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 Israel.

~~While the~~Regulatory ~~number~~Environment ~~of people using 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~~Our 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 classified62.Products

Our products are regulated in Israel as nutritional supplements and meet all regulatory compliance requirements for nutritional supplements in Israel. iBOT Israel Botanicals, our manufacturing facility for our products, is approved by the Israeli Ministry of Health and is GMP-certified.

Good Manufacturing Practice (GMP) is a system for ensuring that products are consistently produced and controlled according to quality standards. GMP covers all 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 ~~made63~~made. 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 ~~Israel64~~Israel.

~~We currently~~As ~~expect~~mentioned, we planned to launch the ~~our~~ products in ~~Europe in~~ the ~~first~~US ~~half~~and ofother ~~2023.~~territories Weafter ~~will~~obtaining ~~obtain~~ all relevant regulatory approvals. ~~for~~However, the current war in Gaza has significantly ~~products~~affected ~~before~~the ~~launching~~Israeli ~~them~~economy, which has directly impacted our ability to launch our products in ~~other~~the ~~territories,~~US ~~such~~currently. asWe ~~European~~shall ~~countries~~revise and disclose our business plans in the Ufuture given the local situation on the ground.~~S..~~

~~The Israeli~~Regulatory ~~Ministry~~Compliance ~~of Health maintains a comprehensive list of authorized nutritional supplements~~ for ~~marketing. This list includes over~~Cannovation aIsrael 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.Center

~~Regulatory~~We acquired 125,000 sq ft (11,687 ~~Compliance~~sqm), ~~for~~or ~~the~~approximately ~~Green~~three ~~Vision~~acres, ~~Center~~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.

WeStrategic ~~acquired~~Shift ~~125,000~~– sqEntry ftinto ~~(11,687~~Defense ~~sqm),~~& orUMS ~~approximately three acres, of industrial land in the south of Israel upon which a 65,000 sq. ft.~~ (~~~5,800~~Unmanned ~~sqm~~Systems) ~~facility will be built composed of manufacturing plants, laboratories, logistics, import~~ and ~~export,~~Drone ~~offices,~~Industry training, conference center, and an international visitor complex. The center will be constructed by a real estate professional project construction company and regulatory consultants in the relevant fields that will obtain the required authorizations.

~~62 Thakkar,~~The ~~S.,~~continued ~~Anklam,~~war ~~E.,~~in XuIsrael, ~~A.,~~alongside ~~Ulberth,~~growing ~~F.,~~regional ~~Li,~~instability ~~J., Li, B., Hugas, M., Sarma, N., Crerar, S., Swift, S., Hakamatsuka, T., Curtui,~~and ~~V.,~~global ~~Yan,~~security W.challenges, ~~Geng,~~underscored ~~X.,~~the ~~Slikker,~~strategic W.importance ~~and~~of ~~Tong,~~technological ~~W.,~~resilienceparticularly ~~2020.~~in ~~Regulatory~~the ~~landscape~~fields of ~~dietary~~defense ~~supplements~~ and ~~herbal medicines from a global~~ ~~perspective.~~UAV/Drone ~~Regulatory Toxicology and Pharmacology, 114, p~~systems.~~104647~~

63In ~~ISPE~~O4 ~~organization~~2024, ~~Regulatory-Resources~~the Company undertook a strategic reassessment of its operations and future direction, with a particular focus on its key asset government-supported ~~GMP~~industrial land in Yerucham, Israel, held through Israeli subsidiary. the Yerucham site emerged as a uniquely strategic location for defense innovation, benefiting from its proximity to Israel’s national UAV testing field and its integration into a broader ecosystem supported by the Ministry of Defense, Ministry of Economy, Israel Innovation Authority, and the Yerucham Municipality.

64Leveraging its proprietary Operational Innovation Centers’ Platform, ~~Israeli~~its ~~Ministry~~strategically located, government-supported industrial land in Yerucham, and the leadership of ~~Health~~its CEO and Chairwoman, ~~National~~Ora ~~Food~~Elharar Soffer ~~Services~~who ~~Department~~brings ~~Website~~decades of experience in the high-tech, defense, and strategic development sectors the Company identified a unique opportunity to realign its operations toward the high-impact sector of defense and unmanned aerial vehicle (~~NFS~~UAV) solutions.

25In response to evolving national priorities and the growing global demand for secure, Israeli-made defense capabilities, the Company, through its Israeli subsidiary, submitted a comprehensive proposal to the Israeli Ministry of Economy to establish a new national innovation and production center to be named “SkyTech Center”. This initiative focuses on the development, production, and integration of advanced UAV and drone solutions, designed to support both Israeli defense needs and international markets.

WeOn January 12, 2025, the Company ~~intend~~was officially selected by the Government of Israel to ~~obtain~~lead ~~all~~a ~~necessary~~flagship ~~regulatory~~national ~~approvals~~project in the military UMS and ~~licenses~~drone sector. SkyTech was chosen from among numerous applicants competing for ~~the~~inclusion ~~Green~~in ~~Vision~~this ~~Center’s~~strategic ~~production~~program, ~~and~~following ~~operation~~a ~~facilities and~~comprehensive ~~products~~government selection process.

~~Corporate~~As part of this designation, the ~~Overview~~Company was awarded a development grant of NIS 12.5 million (approximately $3.4 million) by the Israeli Ministry of Economy one of the largest grants granted under the government’s national defense and innovation initiatives. In addition to the grant, SkyTech was approved for a range of complementary benefits, including corporate tax incentives, employment and training support, import/export facilitation, and regulatory guidance designed to accelerate the establishment and expansion of the SkyTech Center.

~~Figure 8: Corporate Overview~~12

*The SkyTech Center is planned ~~Represents~~to ~~shares~~serve ~~retained~~as ~~after~~Israel’s ~~selling~~national ~~90%~~hub wefor ~~held~~innovation and manufacturing in ~~Novomic~~the ~~Ltd.~~field of unmanned systems (~~“Novomic”~~UMS), tailored to the operational needs of the defense sector. It will provide the infrastructure for research, development, assembly, testing, and integration of advanced unmanned systems, all in full compliance with Israeli and international defense regulations and export standards.

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**SeeSkyTech Center Israel – ~~above~~Building ~~detailed~~Demonstration ~~description~~(Architect: ofAvner Sher) All rights reserved to the ~~share~~Company. ~~purchase~~The ~~agreement~~final ~~with~~design, ~~Nanomedic~~specifications, and construction are subject to change and are not binding.

**8The SkyTech Center is designed to provide full-Kcycle ~~Citrine~~infrastructure ~~Global~~for ~~Signs~~secure, ~~Share~~Israeli-based ~~Purchase~~manufacturing of defense-grade UMS and ~~Option~~drone ~~agreement~~solutions, supporting both domestic and international markets. The Center integrates advanced production, research, testing, and business development capabilities within one national hub, ensuring compliance with ~~MyPlant~~Israeli ~~Bio~~and allied defense standards.

~~Our registered~~Key ~~office~~components ~~address in the State~~ of ~~Delaware is c/o Business Filings Incorporated, 108 West 13th St., City of Wilmington, County of Newcastle, Delaware 19801, and~~ the ~~address~~SkyTech ofCenter ~~our primary executive office is 5 Golden Beach, Caesarea 3088900, Israel. Our website address is www.citrine-global.com.~~include:

Assembly & Production – Advanced UAV and drone manufacturing and assembly lines, including 3D-printing capabilities.

Research & Development – Hardware, software, and AI development and customization.

Laboratories & QA Testing – Facilities for validation, quality assurance, and compliance testing.

Regulatory Compliance – Full alignment with MOD, NDAA, ITAR, and EU defense/export regulations.

Flight Testing & Rental Services – Integration with Israel’s national drone test site and controlled environments for UAV flight testing and evaluation.

Equipment & Logistics Services – Rental and logistical support for defense applications.

Training Department – Simulator-based environments for training, skill development, and testing.

Business Development & Innovation Hub – Support for startups and defense-tech companies, providing workspace, technical infrastructure, and access to strategic partnerships.

Strategic Positioning & Global Expansion

The SkyTech Center is being established as a national flagship project and a strategic assembly and production hub for the defense sector in Israel, with a focus on UAVs, drones, AI-powered platforms, Western-grade critical components, and advanced defense solutions tailored to military applications.

As part of its global expansion strategy, the Company is also establishing additional assembly and manufacturing centres worldwide. A U.S.-based production and assembly center is already under evaluation, aligned with U.S. defense procurement policies and regulatory frameworks.

SkyTech’s Breakthrough Multi-Domain Modular System for Unmanned Systems

The Company has developed a unique multi-domain modular system for unmanned platforms – an innovative solution designed to operate in air, sea, land, and advanced robotic configurations. The system represents a proprietary technological platform, based on a distinctive development methodology, enabling both operational deployment in the field and large-scale serial production capabilities, reaching hundreds of thousands and even millions of units in an efficient, rapid, and cost-effective manner.

The Company’s strategy focuses on the integration of approved Western defense-grade components, in light of the growing demand for compliance with strict regulatory and security standards in international markets, particularly in Israel, the United States, and other Western countries. This strategic approach ensures that the system meets the most rigorous defense requirements and enables market penetration into key global defense sectors.

The system is primarily aimed at the defense industry, addressing the rising demand for advanced unmanned solutions worldwide. The combination of technological uniqueness, scalable serial production capacity, and the strategic use of Western-approved components provides the Company with a significant strategic advantage, unlocking substantial sales potential and positioning it as a leading player in the global unmanned systems market.

SkyTech’s Modular FPV Drone – Developed for Defense

As part of its multi-domain modular system, SkyTech has developed a modular FPV (First Person View) drone, representing an initial and dedicated implementation of the Company’s broader development concept. The drone is specifically designed to address the evolving operational needs of defense forces. Compact, agile, and adaptable, it is built with trusted components that meet the most stringent international defense standards, including NDAA, ITAR, and Israeli MOD requirements.

The Company is building a portfolio of modular FPV drones and advanced unmanned systems (UAV/UAS), all based on certified and regulation-compliant components. These products are intended to meet the urgent operational demands of modern armed forces while ensuring flexibility, scalability, and secure integration.

Initial assembly capabilities are being established through a hybrid model that combines the Company’s in-house resources with strategic collaborations with certified contractors. This approach enables early-stage production and timely delivery of systems to meet immediate demand, including planned sales to the Israeli defense sector, international allied markets, and the U.S. military.

In parallel, the Company is evaluating localized manufacturing options in the United States, in line with U.S. defense procurement policies and regulatory frameworks.

SkyTech’s FPV drone activities form an integral part of the Company’s global strategy to deliver advanced defense technologies to strategic partners and government customers worldwide ensuring readiness, compliance, and long-term operational value. The Company is preparing for large-scale commercial sales across key defense markets, with a strong focus on building long-term customer relationships and expanding its international footprint.

This approach supports SkyTech’s mission to provide high-quality, adaptable defense technologies to strategic partners and government customers worldwide ensuring readiness, compliance, and long-term operational value. As part of its global business strategy, the company is actively preparing for scalable commercial sales across multiple defense markets, with a strong focus on building long-term customer relationships and international growth.

SkyTech’s vision is that, as part of the infrastructure being developed within the SkyTech Center, the company will have the capability to produce hundreds of thousands of FPV drones annually. These drones are based on certified, military-grade components designed to meet the highest defense standards.

This anticipated capacity is driven by the rapidly growing global demand for defense-ready drone systems, as FPV drones are increasingly recognized as the future of tactical weaponry on the modern battlefield. It reflects SkyTech’s strategic vision and production roadmap to build scalable, secure, and regulation-compliant capabilities that address the evolving needs of allied defense markets worldwide.

Collaboration with the Israeli Defense Forces (IDF)

SkyTech believes that close collaboration with Israel’s defense system provides a significant advantage in aligning product development with real-world operational needs, accelerating time-to-field, and ensuring that its platforms meet the highest military and regulatory standards.

This relationship supports SkyTech’s commitment to advancing Israeli technological independence, strengthening national production capabilities, and developing certified, mission-ready drone solutions designed to serve both local defense requirements and global allied forces.

This initiative is part of SkyTech’s broader strategy to foster a collaborative defense innovation ecosystem, support the scaling of partner companies, and position SkyTech as a key facilitator of growth and advancement in the UAV and defense technology sectors both locally and globally.

The Company operates in Israel through its subsidiaries CTGL Citrine Global Israel Ltd., and Cannovation Center Israel Ltd., renamed SkyTech Orion Ltd. in Q2 2025.

As part of this strategic redirection, we are aligning our U.S. corporate platform with SkyTech’s Israeli operations to create a seamless U.S.–Israel bridge for dual-national activity in the field of unmanned aerial systems (UAS), drones, and related defense technologies.

Israel and Yerucham – Strategic Innovation Hub for UAV and Drone Technologies

Israel serves as a key foundation for the Company’s innovation and development strategy in the field of UAVs and drone technologies. The Company’s strong presence in Israel alongside its deep ties with leading academic institutions, researchers, and technology partners enables access to cutting-edge innovations, engineering talent, and dual-use technologies essential for defense and aerospace applications.

The Company chose to anchor its UMS and drone and drone operations in Israel for the following strategic reasons:

The Company’s headquarters, executive leadership, and strategic partners are based in Israel, with longstanding operational experience and an extensive network of collaborations with universities, labs, startups, and defense-related entities.

Israel recognizes the UAV and drone sector as a critical national priority, particularly in light of the ongoing war and evolving security threats. The government has identified the need for locally developed and manufactured unmanned systems as a strategic imperative — ensuring operational independence, rapid deployment, and reduced reliance on foreign supply chains.

As part of this national strategy, there is an increasing emphasis on using Western-approved components to ensure compatibility with allied defense standards, support international cooperation, and eliminate dependency on non-compliant or restricted-origin technologies.

Israel has an advanced regulatory and operational environment that supports the rapid development, testing, and deployment of unmanned systems, particularly those intended for defense and dual-use purposes.

The Israeli government actively promotes industrial and defense innovation through grants for equipment, tax benefits, employment incentives, and dedicated programs for priority regions such as Yerucham, where the Company is establishing its innovation and production center.

In alignment with this vision, the Company owns government-backed industrial land in Yerucham, southern Israel, on which it is building a dedicated Operational Innovation and Production Center for UMS and drone development, assembly, testing, and commercialization, designed to serve both domestic and international defense markets.

National Prioritization and Yerucham as a Strategic Location

SkyTech is building its UMS & Drone innovation and production center on company-owned land in the city of Yerucham, a region officially designated by the Israeli government as a strategic national priority zone for the development of UAV and drone technologies. Yerucham is emerging as a national hub for unmanned systems innovation, development, and defense solutions.

This designation provides operating companies with extensive government-backed benefits, including:

Capital investment grants

Tax incentives and employment support programs

Streamlined infrastructure and permitting processes

Access to government procurement channels and joint development programs

Geographic and operational advantages of Yerucham include low population density, open airspace, and proximity to military zones, making it ideal for real-time testing, production, and training for UAV solution.

Government Support and National Strategy

The Israeli Ministry of Defense and related agencies continue to invest heavily in innovation, allocating over $168 million to 86 Israeli startups in 2024 alone. That same year, Israeli defense exports reached a record $14.79 billion, with over 54% going to Europe, and nearly 57% of contracts valued above $100 million. These achievements occurred despite the ongoing security challenges, highlighting Israel’s global leadership in defense technologies.

Additionally, Israel’s National Drone Initiative (INDI) has positioned the country at the forefront of UAV integration by establishing the world’s first municipal airspace management center for autonomous aircraft in shared civilian and military airspace.

The Israeli government officially recognizes the UAV and drone sector as a “national growth engine”, driven by global demand, rising geopolitical complexity, and the expansion of dual-use technologies into both military and civilian markets. This recognition reflects Israel’s commitment to maintaining global leadership in UAV innovation.

By establishing its operations in Yerucham, SkyTech is strategically leveraging the unique combination of government incentives, national defense priorities, geographic advantages, and access to talent and infrastructure — positioning the Company as a leader in both the Israeli and global UAV and drone markets.

Strategic Alignment: U.S.–Based Parent Company and Israel–Based Subsidiaries

As part of its strategic focus on defense, unmanned systems (UMS) and drone solutions, the Company operates through a dual-national corporate structure, combining its U.S.-based parent entity, SkyTech Orion Global Corp., with its Israeli subsidiaries.

This integrated framework allows Israeli technological innovation to be directly connected with U.S.-based commercialization and compliance, creating a scalable and regulation-compliant structure for growth in the UMS and defense sectors.

Role of SkyTech Orion Global Corp. (U.S.) -As the Company’s parent entity in the United States, SkyTech Orion Global Corp. provides:

Public corporate infrastructure for capital raising, M&A, and strategic partnerships;

Direct access to U.S. and NATO-aligned defense markets;

Local production, customization, and assembly of UMS and drone systems;

Supply to international customers through FMS, G2G, and B2B channels;

Warehousing, logistics, and export compliance in U.S. territory.

Legal and operational framework for U.S.-compliant manufacturing and export;

U.S.-Based Manufacturing and Operational Innovation Center -

In alignment with U.S. policy trends supporting domestic defense manufacturing and secure supply chains, the Company is evaluating the establishment of a U.S.-based Operational Innovation and Manufacturing Center. This initiative is designed to:

Build domestic production capacity for UMS and drone platforms;

Enable direct sales and contracting with the U.S. Department of Defense (DoD) and other defense agencies;

Support distribution and deployment within the United States and allied markets;

Ensure participation in defense procurement programs requiring “Made in USA” compliance;

Strengthen transatlantic supply chain resilience by leveraging Israeli-developed technologies through the Company’s U.S.–Israel structure.

This dual-national structure enables the Company to integrate Israeli technological innovation with U.S.-based commercialization and defense infrastructure, creating a scalable and regulation-compliant framework that supports growth and sales in Israel, the United States, and worldwide across the UMS, drone, and broader defense sectors. It further provides direct access to defense procurement channels (DoD, FMS, G2G), eligibility for U.S. and Israeli government funding and innovation programs, participation in joint training and operational exercises, and resilient supply chains through the exclusive use of Western-approved components fully compliant with Israeli MOD, U.S. DoD, ITAR, and NDAA standards. The Company positions itself as a trusted and scalable defense partner, supporting growth and sales in Israel, the United States, and across allied global markets.

Market Opportunity

UAVs & Drones - the weapons of future wars

UAVs and drones are transforming modern and future warfare. Conflicts in Ukraine and Israel (e.g., the Iron Swords War), as well as proxy engagements with Iran, have exposed vulnerabilities in traditional defense paradigms and emphasized the strategic value of drones.

In Ukraine, drones are responsible for 60–70% of battlefield damage and most casualties. This shift has created a “zone of continuous death” up to 15 km from the front lines. Meanwhile, Iran and its proxies have developed advanced drone capabilities and supplied them to nations like Russia. Systems such as the Homa, Dideban, and Shahin-1 are now deployed across the region.

Market Projections¹:

● Aerial Systems: Expected to reach $163.6B by 2030 (CAGR 14.3%).

● Commercial Drones: $57.8B by 2030; Drones-as-a-Service: $179.3B.

Market of FPV (small) Drones

The war in Ukraine has dramatically accelerated the evolution of tactical small drones and loitering munitions into essential tools of modern warfare. Ukrainian forces have demonstrated the battlefield dominance of mass-produced tactical drones, capable of neutralizing enemy assets worth hundreds or thousands of times more than the cost of each drone. These affordable, scalable systems have become front-line force multipliers, reshaping the nature of asymmetric warfare.

Ukrainian industry is now producing hundreds of thousands of tactical drones annually, with current demand already surpassing one million units per year — underscoring the scale at which modern conflicts require drone-based combat capabilities. Driven by these urgent operational lessons, the global market for tactical small drones and autonomous loitering systems is projected to grow from $6.4 billion in 2025 to $11.25 billion by 2030².

Autonomous drones represent the fastest-growing segment due to their flexibility, speed to field, and battlefield effectiveness.

¹ Grandview Research, Feb 2025, Drone Market To Reach $163.60 Billion By 2030 | Research and Markets, May 2025, Drones as a Service Market Forecast Report 2025-2030

² Markets & Markets, April 2025, Small Drones Market Size 2025-2030

Regulatory Environment –in the Defense UAV Sector

The Company began transitioning into the defense and aerospace sector, with a specific focus on the development and production of unmanned aerial vehicles (UAVs), drones, and modular FPV systems.

This new line of activity operates under a distinct and stringent regulatory framework. In Israel, the production and commercialization of UAV and drone systems—especially for military or security-related use—require compliance with regulations issued by the Ministry of Defense (MOD), the Directorate of Security for the Defense Establishment (MALMAB), and, where relevant, export control regulations governed by the Israeli Export Control Agency. Manufacturing processes may also require approvals or licenses related to dual-use technologies or restricted components.

In parallel, the Company is developing UAV platforms based solely on certified, Western-approved components, in accordance with applicable international and U.S. defense compliance protocols. This approach ensures compatibility with future expansion into U.S. and NATO markets and aligns with evolving Western regulations prohibiting the use of Chinese-origin components in sensitive defense systems.

The Company is currently advancing the regulatory and certification processes required to enter these markets and will continue to disclose its progress in regulatory compliance and operational readiness in future reports, in accordance with applicable disclosure rules.

Regulatory Compliance for Cannovation Center Israel Ltd. (renamed SkyTech Orion Ltd. in Q2 2025)

We acquired approximately 125,000 sq. ft. (11,687 sqm) of industrial land in the south of Israel, designated for the development of the Cannovation Israel Center. The planned 65,000 sq. ft. (~5,800 sqm) facility will include advanced manufacturing spaces, logistics and distribution areas, import/export infrastructure, office space, a training and conference center, and a visitor complex for international partners.

The development of the center is subject to a range of regulatory approvals and compliance processes, including but not limited to:

	●	Industrial zoning and building permits from the local planning and building committee;
	●	Environmental permits as required by the Israeli Ministry of Environmental Protection;
	●	Fire and safety compliance, including authorization from the National Fire and Rescue Authority;
	●	Occupational health and safety approvals;
	●	Import/export licensing from the Ministry of Economy and relevant customs authorities;
	●	Security and defense-related certifications, where applicable, especially if the site will support activities related to UAV or defense technologies;

The construction will be carried out by a professional real estate project management firm, and the Company is currently in the process of retaining regulatory consultants and engineering professionals with experience in industrial and defense-compliant infrastructure to oversee the permitting and compliance process.

We expect to complete the permitting phase in accordance with Israeli law and submit the final detailed engineering and construction plans for approval in line with the project timeline. The Company will continue to report on progress and compliance as part of its disclosure obligations.

The defense UAV market is strategically significant, technologically advanced, and driven by the increasing demand for secure, mission-ready unmanned systems. In Israel, the sector is predominantly led by three long-established defense contractors Elbit Systems, Rafael Advanced Defense Systems, and Israel Aerospace Industries (IAI) which have historically served as the primary UAV providers to the Israeli Defense Forces (IDF) and allied partners.

To promote competition, encourage innovation, and diversify the supplier base, the Israeli government has introduced strategic programs and funding initiatives designed to support new players in the defense UAV ecosystem. These include grants, tax incentives, and infrastructure development support. SkyTech was selected under one of these national initiatives and received government-backed incentives to establish its Operational Innovation Center in Yerucham. The Company’s activities are actively supported by various ministries and agencies, including the Ministry of Defense, the Ministry of Economy, and the Civil Aviation Authority.

Importantly, the IDF itself is investing significant resources in Israeli companies and technologies, and has shown strong support for SkyTech’s platform, which is aligned with national objectives to expand local production capacity, technological independence, and operational agility.

Internationally, while global UAV markets include dominant commercial players such as DJI — a leading Chinese drone manufacturer — their platforms are widely banned or restricted in Western defense applications due to cybersecurity vulnerabilities, foreign ownership, and regulatory incompatibility. This creates a strategic opportunity for companies like SkyTech, which is fully committed to using only certified, non-Chinese, Western-approved components that meet Israeli, U.S., NATO, and other allied defense standards.

A key competitive advantage of the Company lies in its binational structure: through its U.S.-based corporate entity, the Company gains direct access to the American defense market, aligns with U.S. regulatory and security frameworks (such as ITAR and NDAA), and establishes a strategic bridge between Israeli innovation and global defense demand. This dual presence enables cross-border collaboration, rapid deployment capabilities, and participation in multinational procurement programs.

SkyTech’s model combining Israeli R&D and manufacturing with U.S. market access and global compliance offers an agile, secure, and scalable platform designed to meet the evolving needs of modern defense forces. This integrated approach positions the Company as a credible and trusted emerging supplier in both domestic and international UAV markets.

Properties

~~Through our~~The ~~subsidiary~~address ~~Cannovation Israel Center, in February~~ of ~~2022,~~our weprimary ~~completed the acquisition of 125,000 sq ft (11,687 sq meters), or approximately~~executive ~~three~~office 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~~5 ~~(4)~~Rashi ~~years, subject to extensions that the ILA may approve~~St. 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. Cannovation Ltd. is developing its Green Vision Center as development and production of wellness & pharma plant-based products, including botanical solutions, nutritional supplements, vitamins, healthy snacks & beverages, natural cosmetics, medical cannabis & cannabinoid-based products, plant-based pharma products and botanical drugs, and it is planned to include manufacturing plants, laboratories, logistics, import and export, offices, training, conference center, and an international visitor complex.

26Yerucham, Israel 8050743 Our website address is www.citrine-global.com.

Land Asset in Yerucham, Israel - In February 2022, the Company’s Israeli subsidiary, Cannovation Center Israel Ltd., acquired approximately 11,687 square meters (approximately 125,000 sq. ft.) of industrial land located in Yerucham, southern Israel. The acquisition was made under a Development Agreement with the Israel Lands Authority (ILA) as part of a government-backed industrial initiative. Under the agreement, the Company is required to complete the development of the site within four (4) years, with possible extensions subject to ILA approval. Upon completion, the Company will be granted a 49-year long-term lease, renewable under standard terms, which is considered equivalent to ownership rights under Israeli public land law. The property has been designated for the development of operational innovation center, as part of its broader platform of Operational Innovation Centers intended to support growth, enhance scalability, and provide a foundation for future business activities.

On January 12, 2025, Cannovation Center Israel Ltd. (subsequently renamed SkyTech Orion Ltd.), the Israeli subsidiary 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.

Employees/Consultants

We currently engage ~~18consultants~~18 consultants, including our officers, on a part- time basis, working in various fields of management, research and development, product management, marketing and regulatory advice. Most of our activities are done with external consultants and professional companies that provide us the required services.

Legal Proceedings

WeAs ~~are~~of ~~not~~the ~~currently~~date ~~subject~~of tothis ~~any~~filing, ~~material~~the Company is not aware of any legal proceedings involving the company and/or its subsidiaries. An issue involving a former consultant of our subsidiary, Cannovation Center Israel Ltd., relating to management fees and compensation for the notice period, has been fully resolved through a binding Settlement Agreement.

Our Corporate History

We were incorporated under the laws of the State of Delaware on May 26, 2010 under the name “TechCare Corp.”.

On January 6, 2020, our predecessor company, TechCare Corp., a Delaware corporation (“TechCare”), and Citrine S A L Investment & Holdings Ltd., an Israeli corporation and a major shareholder of our company (“Citrine S A L”), and a group of related persons and entities (the “Citrine S A L Group”) entered into a Common Stock Purchase Agreement (the “Citrine S A L Group Agreement”), which was later amended and restated on February 23, 2020 (the “AR Citrine S A L Group Agreement”). Pursuant to the AR Citrine Agreement, TechCare agreed to sell Citrine S A L Group and its group of business partners, up to an aggregate of 893,699,276 shares of TechCare’s common stock, representing approximately 95% of TechCare’s fully diluted capital, in two tranches, with the initial tranche of up to 452,063,196 shares of the TechCare’s common stock to be sold conditioned upon (i) the resignation of the then members of its board of directors, (ii) the appointment of the current members of the Board, and (iii) the transfer of the TechCare’s signatory rights to all Company bank accounts in the name of Citrine S A L Group’s nominee. In addition, the AR Citrine S A L Group Agreement provides for the second tranche of up to the remaining number of shares of common stock that will result in Citrine S A L Group, owning 95% of the TechCare’s fully diluted capital stock, to be sold conditioned upon the filing of the Company’s previously approved amendment to its First Amended and Restated Certificate of Incorporation to increase the Company’s authorized capital. Shares of the Company were issued and sold in accordance with this amended agreement to Citrine S A L Group on February 27, 2020, March 5, 2020, and, after the Company amended its Certificate of Incorporation to increase its authorized share capital, on November 11, 2020.

On June 26, 2025, Citrine Global Corp. changed its name to SkyTech Orion Global Corp. in Delaware, reflecting its strategic focus on UAV and drone solutions.

ITEM 1A. RISK FACTORS

You should consider carefully the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K. If any of the following risks are realized, our business, financial condition, results of operations and prospects could be materially and adversely affected. The risks described below are not the only risks facing the Company. Risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, results of operations and prospects.

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Risks Related to our Financial position

We have a limited operating history and if we are not successful in continuing to grow our business, then we may have to scale back or even cease our ongoing business operations.

We have been operating in our current business since March 2020. Accordingly, our operations are subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. As of December 31, ~~2023~~2024, we have not generated revenues and there can be no assurance that we will ever be profitable. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in our company.

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

Until we can generate a sufficient amount of product revenue to finance our cash requirements, which we may never achieve, we expect to finance our cash needs primarily through public or private equity offerings, debt financings or through the establishment of possible strategic alliances. We cannot be certain that additional funding will be available on acceptable terms, or at all. If we are not able to secure additional equity funding when needed, we may have to delay, reduce the scope of, or eliminate, development programs or future commercialization initiatives.

In addition, any additional equity funding that we do obtain will dilute the ownership held by our existing security holders.. Any debt financing that we obtain in the future could involve substantial restrictions on activities and creditors could seek a pledge of some or all of our assets. We have not identified potential sources for such financing that we will require, and we do not have commitments from any third parties to provide any future debt financing. If we fail to obtain funding as needed, we may be forced to cease or scale back operations, and our results, financial condition and stock price would be adversely affected.

We may never achieve profitability.

We are unable to accurately predict the timing or amount of future revenue or expenses or when, or if, we will be able to achieve profitability. We have financed our operations primarily through issuance and sale of equity and equity linked securities. The size of our future net losses will depend, in part, on the rate of growth or contraction of our expenses and the level and rate of growth, if any, of our revenues. We expect to continue to expend substantial financial and other resources on, among other things:

●	sales and marketing, including expanding our indirect sales organization and marketing programs;

●	planning and conducting clinical trials to obtain regulatory approval/clearance for the commercialization of our products;

●	expansion of our operations and infrastructure, both domestically and internationally; and

●	general administration, including legal, accounting and other expenses related to being a public company.

If we are unable to successfully commercialize our products or if revenue from any of our products that receives marketing approval is insufficient, we will not achieve profitability. Furthermore, even if we successfully commercialize our products, our planned investments may not result in increased revenue or growth of our business. We may not be able to generate net revenues sufficient to offset our expected cost increases and planned investments in our business. As a result, we may incur significant losses for the foreseeable future, and may not be able to achieve and sustain profitability. If we fail to achieve and sustain profitability, then we may not be able to achieve our business plan, fund our business or continue as a going concern.

Currency exchange rate fluctuations affect our results of operations, as reported in our financial statements.

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

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

Risks Related to Our Business and Industry and Regulatory Process

Our failure to manage growth effectively could impair our business.

Our business strategy envisions a period of rapid growth that may put a strain on our administrative and operational resources and funding requirements. Our ability to effectively manage growth will require us to continue to expand the capabilities of our operational and management systems and to attract, train, manage, and retain qualified personnel. There can be no assurance that we will be able to do so, particularly if losses continue and we are unable to obtain sufficient financing. If we are unable to successfully manage growth, our business, prospects, financial condition, and results of operations could be adversely affected.

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

In order to execute our business plan, we will be dependent on Ora Elharar Soffer, our Chief Executive Officer and Director. The loss of Ms. Elharar Soffer could have a material adverse effect upon our business prospects. Moreover, our success continues to depend to a significant extent on our ability to identify, attract, hire, train and retain qualified professional, creative, technical and managerial personnel.

Competition for such personnel is intense, and there can be no assurance that we will be successful in identifying, attracting, hiring, training, and retaining such personnel in the future. If we are unable to hire, assimilate and retain qualified personnel in the future, our business, operating results, and financial condition could be materially adversely effected. We may also depend on third party contractors and other partners to assist with the execution of our business plan. There can be no assurance that we will be successful in either attracting and retaining qualified personnel, or creating arrangements with such third parties. The failure to succeed in these endeavors would have a material adverse effect on our ability to consummate our business plans.

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

Our operations depend, in part, on the continued performance of our information technology systems. Our information technology systems are potentially vulnerable to physical or electronic break-ins, computer viruses and similar disruptions. Failure of our information technology systems could adversely affect our business, profitability, and financial condition. Although we have information technology security systems, a successful cybersecurity attack or other data security incident could result in the misappropriation and/or loss of confidential or personal information, create system interruptions, or deploy malicious software that attacks our systems. It is possible that we not notice a cybersecurity attack for some period. The occurrence of a cybersecurity attack or incident could result in business interruptions from the disruption of the Company’s information technology systems, or negative publicity resulting in reputational damage with its shareholders and other stakeholders and/or increased costs to prevent, respond to or mitigate cybersecurity events. In addition, the unauthorized dissemination of sensitive personal information or proprietary or confidential information could expose the Company or other third parties to regulatory fines or penalties, litigation, and potential liability, or otherwise harm its business.

We may grow through mergers or acquisitions, which strategy may not be successful or, if successful, may produce risks in successfully integrating and managing the merged companies or acquisition and may dilute our stockholders.

As part of our growth strategy, we may pursue mergers and acquisitions of entities and/or assets that we believe will have synergistic and/or other value to us. We currently have no agreements or understandings to merge with or acquire any entity and/or assets, and may not find suitable merger or acquisition opportunities. Mergers and acquisitions involve numerous risks, any of which could harm our business, including, without limitation:

● difficulties in integrating the operations, technologies, existing contracts, accounting processes and personnel of the target and realizing the anticipated synergies of the combined businesses;

● difficulties in supporting and transitioning customers of the target company;

● diversion of financial and management resources from existing operations;

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

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

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

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

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

Mergers and acquisitions also frequently result in the recording of goodwill and other intangible assets, which are subject to potential impairments in the future and that could harm our financial results. In addition, if we finance acquisitions by issuing convertible debt or equity securities, our existing stockholders may be diluted, which could affect the market price of our common shares. As a result, if we fail to properly evaluate mergers, acquisitions or investments, we may not achieve the anticipated benefits of any such merger or acquisition, and we may incur costs in excess of what we anticipate. The failure to successfully evaluate and execute mergers, acquisitions or investments or otherwise adequately address these risks could materially harm our business, financial condition and results of operations.

We may be subject to product liability claims which may have a material adverse effect on our business

Through our subsidiary Cannovation Center Israel, we developed the ~~‘Green Side by Side’~~ nutritional product line containing natural and herbal formulas based on researched and science-based plants, herbal extracts, mushrooms and other natural ingredients. The ~~Green Side By side~~ product lines are manufactured in Israel in iBOT Israel Botanicals Ltd, iBOT being a related party with which we have manufacturing and strategic cooperation agreements, under a GMP-certified manufacturing facility approved by the Israeli Ministry of Health. In the ~~future we plan to develop additional~~ products which may be subject to different regulations for manufacturing, depending on country and product. As these products are designed to be ingested by humans, we face an inherent risk of exposure to product liability claims, regulatory action and litigation if our products are alleged to have caused significant loss or injury. ~~In addition, the manufacture and sale of cannabis products involve the risk of injury to consumers due to tampering by unauthorized third parties or product contamination.~~ Previously unknown adverse reactions resulting from human consumption of cannabis products alone or in combination with other medications or substances could occur. We may be subject to various product liability claims, including, among others, that the products produced by us caused injury or illness, include inadequate instructions for use or include inadequate warnings concerning possible side effects or interactions with other substances. A product liability claim or regulatory action against us could result in increased costs, could adversely affect our reputation with our clients and consumers generally, and could have a material adverse effect on the business, financial condition and operating results of the Company. There can be no assurances that we will be able to obtain or maintain product liability insurance on acceptable terms or with adequate coverage against potential liabilities. The inability to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims could prevent or inhibit the commercialization of products.

30Regulatory Risks and Compliance Barriers in the Defense UAV Sector

~~Product~~As the Company transitions into the defense UAV and ~~recalls~~drone ~~may~~sector, ~~harm~~it ~~our~~becomes ~~reputation~~subject to a complex and evolving set of local and international regulations, licenses, and restrictions that govern the development, integration, marketing, and export/import of unmanned aerial systems (UAS) and related defense technologies.

~~Manufacturers and~~Defense-related ~~distributors~~UAVs ofrequire ~~products are sometimes subject to the recall or return of their products for~~ a variety of ~~reasons, including product~~approvals ~~defects,~~from ~~such~~governmental ~~as contamination~~agencies, ~~unintended~~including ~~harmful~~— ~~side~~but ~~effects~~not orlimited ~~interactions~~to ~~with~~— ~~other~~the ~~substances,~~Israeli ~~packaging~~Ministry ~~safety and inadequate or inaccurate labeling disclosure. If any~~ of ~~our~~Defense ~~products are recalled due to an alleged product defect or for any other reason~~(MOD), ~~we could be required to incur~~ the ~~unexpected~~Ministry ~~expense~~ of Economy, the ~~recall~~Israeli ~~and~~Export ~~any~~Control ~~legal~~Agency, ~~proceedings that might arise in connection with~~ the ~~recall~~U.S. ~~We may~~Department ~~lose a significant amount~~ of ~~sales~~Commerce ~~and may not be able to replace those sales at an acceptable margin or at all. In addition~~(BIS), aand ~~product recall~~the ~~may require significant management attention~~U. Although we have detailed procedures in place for testing finished products, there can be no assurance that any quality, potency or contamination problems will be detected in time to avoid unforeseen product recalls, regulatory action or lawsuitsS. ~~Additionally,~~Department ~~if one~~ of ~~the~~State ~~products~~under ~~produced~~ITAR by(International ~~the Company were subject to recall, the image of that~~Traffic ~~product~~in ~~and~~Arms ~~the Company could be harmed~~Regulations). AThe ~~recall~~failure ~~for any of the foregoing reasons could lead~~ to ~~decreased~~secure ~~demand~~or ~~for~~maintain ~~products~~such ~~produced by~~authorizations ~~the Company and~~ could ~~have~~delay aor ~~material~~prohibit ~~adverse effect on~~ the ~~results~~commercialization of ~~operations~~our ~~and financial condition of the Company~~systems. Additionally, product recalls may lead to increased scrutiny of the operations of the Company by any applicable regulatory agencies, requiring further management attention and potential legal fees and other expenses.

Furthermore, due to national security considerations, defense UAV platforms often require certified communication systems, secure encryption, and electromagnetic compatibility (EMC) testing. These technologies may also be subject to export restrictions, especially when involving Western-aligned protocols or encryption modules.

Internationally, drone and UAV systems face growing scrutiny related to cybersecurity, data transfer, component origin (e.g., Non-Chinese, Western-approved supply chains), and airspace management protocols. As such, navigating compliance frameworks across multiple jurisdictions can result in delays, added costs, and limitations on potential markets.

Import and export of critical components — such as avionics, secure communication modules, military-grade sensors, and flight control systems — may also be subject to embargoes, restricted party screening, and dual-use classification issues. In addition, some components may require government-to-government (G2G) authorization or end-user certification.

While the Company is committed to working exclusively with Western-certified components and maintaining strict adherence to defense regulatory protocols, there can be no assurance that all regulatory risks, policy shifts, or geopolitical barriers can be fully anticipated or mitigated. Failure to comply with such requirements could have a material adverse effect on the Company’s operations, commercialization timeline, and financial performance.

Regulatory and Licensing Barriers in the Defense Drone and UAV Sector

The defense UAV and drone industry is heavily regulated, and the successful commercialization of our platforms is contingent upon obtaining and maintaining a wide range of licenses, certifications, and governmental approvals in both Israel and international markets.

In Israel, defense-related UAV activities require compliance with strict national security protocols and multi-tiered regulatory oversight, including:

	●	Approval and classification by the Israeli Ministry of Defense (MOD);
	●	Export licensing through the Defense Export Controls Agency (DECA);
	●	Registration and permits under the Ministry of Economy and Industry;
	●	Airworthiness and integration requirements in accordance with Israeli Civil Aviation Authority guidelines, where applicable;
	●	Compliance with electromagnetic spectrum management and secure communication regulations;
	●	Infrastructure compliance for restricted and secure areas, including operational testing sites.

Internationally, our products and components may be subject to:

●

Export control regulations including the Wassenaar Arrangement, U.S. EAR (Export Administration Regulations), and ITAR (International Traffic in Arms Regulations);

●

End-use and end-user certification requirements;

	●	Restrictions based on origin of components, such as mandatory exclusion of Chinese-made parts for eligibility in U.S. and NATO defense programs;
	●	Limitations imposed by local data protection, cybersecurity, and encryption control laws in target markets.

Import and export of subsystems — including military-grade communication modules, navigation sensors, payloads, and propulsion systems — are particularly sensitive and may be delayed or blocked based on national security considerations, requiring government-to-government authorizations or bilateral defense agreements.

These layers of regulation may delay the Company’s entry into certain markets, increase operational complexity and costs, or restrict access to critical technologies. Although the Company proactively engages with government stakeholders and defense authorities to navigate these frameworks, there can be no assurance that all regulatory risks, delays, or policy shifts will be avoided.

Failure to secure or maintain the required licenses and authorizations could materially affect our ability to manufacture, market, or export UAV systems and related technologies, and could have a material adverse effect on our business and operations.

Product Recalls May Harm Our Reputation and Operations

The Company operates in multiple regulated industries, including wellness and plant-based consumer products, as well as the defense drone and UAV sector through our SkyTech Orion division. Each of these sectors is exposed to different product safety risks and potential recall scenarios.

For our wellness and natural product lines, product recalls may result from contamination, adverse reactions, packaging defects, or inaccurate labelling. Such recalls may result in regulatory scrutiny, legal claims, loss of sales, reputational damage, and unplanned operational costs.

As we expand into the defense UAV market, additional recall and liability risks arise in relation to the functionality, reliability, and safety of our drone platforms and subsystems. Defense clients — including governmental entities — require strict compliance with safety, airworthiness, and performance standards. Any failure in flight control, communications, payload reliability, or mission-critical performance may trigger operational halts, recalls, or even contract termination.

Although the Company implements rigorous quality assurance protocols for all product categories, including testing, certification, and traceability, there is no guarantee that defects or failures will be identified in advance. In both the wellness and UAV sectors, a product recall could divert management resources, damage customer trust, and have a material adverse effect on our business, operations, and financial condition.

Furthermore, any recall particularly in the defense sector could result in reputational harm that extends beyond the affected product and impairs future sales, tenders, or strategic collaborations. In addition, recalls may increase regulatory oversight and lead to increased compliance costs, legal exposure, and potential penalties.

Our officers and directors may be subject to conflict of interest.

The Company may be subject to various potential conflicts of interest because of the fact that some of its officers and directors may be engaged in a range of business activities. In addition, the Company’s executive officers and directors may devote time to their outside business interests, so long as such activities do not materially or adversely interfere with their duties to the Company. In some cases, the Company’s executive officers and directors may have fiduciary obligations associated with these business interests that interfere with their ability to devote time to the Company’s business and affairs and that could adversely affect the Company’s operations. These business interests could require significant time and attention of the Company’s executive officers and directors.

In addition, the Company may also become involved in other transactions which conflict with the interests of certain directors and the officers who may from time-to-time deal with persons, firms, institutions or companies with which the Company may be dealing, or which may be seeking investments similar to those desired by it. The interests of these persons could conflict with those of the Company. In addition, from time to time, these persons may be competing with the Company for available investment opportunities. Conflicts of interest, if any, will be subject to the procedures and remedies provided under applicable laws. In particular, in the event that such a conflict of interest arises at a meeting of the Company’s directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with applicable laws, the directors of the Company are required to act honestly, in good faith and in the best interests of the Company.

We face significant competition in the market.

We face intense competition from other companies, some of which can be expected to have more financial resources and manufacturing and marketing experience than the Company. Increased competition by larger and better financed competitors could materially and adversely affect the business, financial condition and results of operations of the Company

We may not be able to obtain adequate insurance coverage and in the case of liability the lack of adequate insurance may have a material adverse effect on our business.

We have insurance to protect our assets, operations and employees. While we believe our insurance coverage addresses all material risks to which may be exposed and is adequate and customary in our current state of operations, such insurance is subject to coverage limits and exclusions and may not be available for the risks and hazards to which the Company is exposed. In addition, no assurance can be given that such insurance will be adequate to cover the Company’s liabilities or will be generally available in the future or, if available, that premiums will be commercially justifiable. If the Company were to incur substantial liability and such damages were not covered by insurance or were in excess of policy limits, or if the Company were to incur such liability at a time when it is not able to obtain liability insurance, its business, results of operations and financial condition could be materially adversely affected.

Research and development and product obsolescence may impair our ability to compete in our target market.

Rapidly changing markets, technology, emerging industry standards and frequent introduction of new products characterize our business. The introduction of new products embodying new technologies, including new manufacturing processes, and the emergence of new industry standards may render our planned product offerings obsolete, less competitive or less marketable. The process of developing our planned products is complex and requires significant continuing costs, development efforts and third-party commitments The Company’s failure to develop new technologies and products and the obsolescence of existing technologies could adversely affect our business, financial condition and operating results. The Company’s success will depend, in part, on its ability to continue to enhance its existing technologies, develop new technology that addresses the increasing sophistication and varied needs of the market, and respond to technological advances and emerging industry standards and practices on a timely and cost-effective basis. The development of the Company’s proprietary technology entails significant technical and business risks. The Company may not be successful in using its new technologies or exploiting its niche markets effectively or adapting its businesses to evolving customer or medical requirements or preferences or emerging industry standards.

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

While we were incorporated in Delaware, all of our executive officers and directors reside outside of the United States, and all of our assets and most of the assets of these persons are located outside of the United States. Therefore, a judgment obtained against us, or any of these persons, including a judgment based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United States and may not be enforced by an Israeli court. It also may be difficult for you to effect service of process on these persons in the United States or to assert U.S. securities law claims in original actions instituted in Israel. Additionally, it may be difficult for an investor, or any other person or entity, to initiate an action with respect to U.S. securities laws in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not the most appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proven as a fact by expert witnesses, which can be a time consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the matters described above. As a result of the difficulty associated with enforcing a judgment against us in Israel, you may not be able to collect any damages awarded by either a U.S. or foreign court.

The continuing prevalence of the COVID-19 pandemic may adversely affect our operations and our capital raising efforts.

In late 2019, a novel strain of Corona virus, also known as COVID-19, was reported in Wuhan, China. While initially the outbreak was largely concentrated in China, it has now spread globally. Many countries around the world, have significant governmental measures implemented to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people, limited access to nursey homes, hospitals and other medical institutes and other material limitations on the conduct of business. These measures have resulted in work stoppages and other disruptions. Our research and development activities, sales and marketing efforts, as well as our ability to perform clinical trials (if needed) depend, in part, on attendance at in-person meetings, industry conferences and other events, facility visiting, and as a result some of our sales and marketing activities have been halted.

The extent to which the coronavirus impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus or treat its impact. In particular, the continued spread of the coronavirus globally, could have a material adverse impact on our operations and workforce, including our marketing and sales activities and ability to raise additional capital, and our ability to perform clinical trials, which in turn could have a material adverse impact on our business, financial condition and results of operation.

We intend to rely on third parties to conduct clinical trials (if needed). If these third parties do not meet our deadlines or otherwise conduct the trials as required, our clinical trials programs could be delayed or unsuccessful and we may not be able to obtain regulatory approval for or commercialize our product candidates when expected or at all.

We may conduct clinical trials on our products. We do not have the ability to conduct all aspects of our clinical trials ourselves. We may rely upon medical institutions, clinical investigators and contract research organizations, or CROs, and consultants to conduct these trials in accordance with our clinical protocols. Our future CROs, investigators and other third parties play a significant role in the conduct of these trials and the subsequent collection and analysis of data from the clinical trials.

There is no guarantee that any CROs, investigators and other third parties upon which we rely for administration and conduct of clinical trials will devote adequate time and resources to such trials or perform as contractually required. If any of these third parties fail to meet expected deadlines, fail to adhere to our clinical protocols or otherwise perform in a substandard manner, our clinical trials may be extended, delayed or terminated. If any of these clinical trial sites terminate for any reason, we may experience the loss of follow-up information on patients enrolled in our ongoing clinical trials unless we are able to transfer the care of those patients to another qualified clinical trial site. In addition, principal investigators for any clinical trials we conduct may serve as scientific advisors or consultants to us from time to time and receive cash or equity compensation in connection with such services. If these relationships and any related compensation result in perceived or actual conflicts of interest, the integrity of the data generated at the applicable clinical trial site may be jeopardized.

~~We will~~Regulatory beRisks ~~subject~~Related to ~~regulation~~Land ofUse ~~plant-based nutritional supplements, botanicals, cannabis, cosmetics~~ and ~~pharmaceuticals.~~Government-Backed Designation

~~Our products,~~The ~~solutions~~Company ~~and~~received ~~Green~~a ~~Vision~~government ~~Center~~grant ~~activities are subject to rules~~ and ~~regulations~~land ~~pertaining to plant-based nutritional supplements,~~allocation ~~botanicals,~~from ~~cannabis, cosmetics, and pharmaceuticals, as applicable. The company cannot predict~~ the ~~time~~Israel ~~required~~Land toAuthority ~~secure~~(ILA) ~~all~~for ~~appropriate regulatory approvals or~~ the ~~extent~~development of ~~testing~~an innovation and ~~documentation~~production ~~that~~center ~~may~~originally bedesignated ~~required~~for ~~by governmental authorities. Any delays in obtaining,~~plant-based orwellness ~~failure to obtain~~solutions, ~~regulatory~~including ~~approvals~~botanical ~~would~~and ~~significantly~~cannabis-related ~~delay~~applications. ~~the~~The ~~development~~allocation ~~of markets~~ and ~~products~~accompanying ~~and~~benefits ~~could~~were ~~have~~made aunder ~~material~~the ~~adverse~~framework ~~effect~~of ona ~~the~~government-supported ~~business,~~initiative ~~results~~to ofpromote ~~operations~~industrial and ~~financial~~technological ~~condition~~activity ofin ~~the~~southern ~~Company~~Israel.

~~Cannabis~~Following developments in national priorities and ~~remains~~emerging ~~illegal~~defense-related ~~under~~opportunities, Uthe Company received approval from the Ministry of Economy and other relevant authorities to adapt the purpose of the planned site.S. ~~federal~~The ~~law~~revised focus includes unmanned aerial systems (UAVs), drone technology, and defense-sector innovation, aligned with current strategic national needs.

~~As of~~While January 2023, cannabis is legal for recreational use in 18 states and legal for medical use in 37 states. On a federal level, all cannabis remains illegal. The federal government classifies cannabis, along with heroin and cocaine, as a Schedule I drug with a high potential for abuse and little to no medical benefit. Despite the development of a regulated cannabis industry under the laws of certain states, these ~~state~~approvals ~~laws~~support ~~regulating medical and adult cannabis use are in conflict with~~ the Federal Controlled Substances Act, which classifies cannabis as a Schedule I controlled substance and makes cannabis use and possession illegal on a national level. The United States Supreme Court has ruled that the Federal government has the right to regulate and criminalize cannabis, even for medical purposes, and thus Federal law criminalizing the use of cannabis preempts state laws that regulate its use. During President BidenCompany’s ~~first~~ ~~year~~evolving inoperational ~~office~~strategy, ~~Attorney~~there ~~General~~remains ~~Merrick Garland rescinded two key memos that were part of the Trump Administration’s stated~~ regulatory ~~reform~~ ~~agenda:~~complexity ~~the~~related ~~Sessions~~to ~~Memo, which prohibited Department of Justice (DOJ) components from issuing “guidance documents” that effectively bound the public without undergoing notice~~land-~~and-comment~~use ~~rulemaking~~compliance, ~~and~~continued ~~the~~eligibility ~~Brand Memo, which prohibited the DOJ from using noncompliance with DOJ’s or other agencies’ nonbinding guidance documents as a basis~~ for ~~affirmative civil enforcement actions. Calling the procedures laid out in the Sessions and Brand memos “overly restrictive~~grants,” ~~Attorney General Garland replaced~~and ~~these memos with~~ the ~~Garland~~formalization ~~memo,~~of ~~which~~revised ~~largely~~project ~~makes~~scopes. itAny ~~easier~~delays ~~for the DOJ to issue guidance and to rely on its own~~ or ~~other~~regulatory ~~agencies’ guidance~~constraints ~~documents~~ in ~~enforcement~~updating ~~actions.~~land ~~The~~use ~~Sessions~~permissions ~~Memo~~or ~~rescinded~~fully ~~the~~aligning ~~Cole Memo which was adopted by~~ the ~~Obama administration as~~ arevised ~~policy~~activities ~~of noninterference~~ with ~~cannabis-friendly~~governmental ~~state~~frameworks ~~laws.~~could ~~The~~adversely ~~Sessions~~affect ~~Memo shifted federal policy from a hands-off approach adopted by~~ the ~~Obama~~Company’s ~~administration~~ability to ~~permitting~~realize ~~federal prosecutors across~~ the ~~country~~full tobenefit ~~decide~~of ~~how~~the ~~to prioritize resources to regulate cannabis possession~~land, ~~distribution and cultivation in states where cannabis use is regulated. With these changes in policy with every administration,~~ ~~there can be no assurance that federal prosecutors will not prosecute and dedicate resources to regulate cannabis possession~~funding, ~~distribution and~~or ~~cultivation~~support ~~in states where cannabis use is regulated which may cause states to reconsider their regulation of cannabis which would have a detrimental effect on the cannabis industry~~programs.

33The Company is actively working with all relevant government bodies to ensure full compliance and continuity of operations under the new designation.

Risks Related to our Intellectual Property

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

Our ability to compete successfully will depend in part on our ability to obtain and enforce patent protection for our products, preserve our trade secrets and operate without infringing the proprietary rights of third parties. Filing, prosecuting, and defending patents on our products and other technologies in all countries throughout the world would be prohibitively expensive and time-consuming, and the laws of some foreign countries may not protect our rights to the same extent as the laws of the United States. We may not be able to file, prosecute, maintain, enforce, or license all necessary or desirable patents or patent applications at a reasonable cost or in a timely manner, or in all jurisdictions, or at all, or may choose not to do any of the foregoing.

Moreover, while we have applied for a patent that protect aspects of our products in the United States but our products are not covered by any patent protection, and we cannot assure you that our intellectual property position, will not be challenged or that all patents for which we have applied will be issued on a timely basis or at all, or that such patents will protect our technology, in whole or in part, or be issued in a form that will provide us with meaningful protection, prevent competitors from competing with us, or otherwise provide us with any competitive advantage. Although patents are presumed valid and enforceable upon issuance, a patent may be challenged as to its inventorship, scope, validity, or enforceability.

Patent applications in the United States and other jurisdictions are typically not published until 18 months after filing, or in some cases not at all. Therefore, we cannot know with certainty whether we were the first to make the invention claimed in our pending patent application, or that we were the first to file for patent protection of such inventions. As a result, the issuance, scope, validity, enforceability, and commercial value of our patent rights are uncertain. Given the amount of time required for the development, testing, and regulatory review of new products, patents protecting such products might expire before or shortly after such products are commercialized. As a result, any patent portfolio we develop may not provide us with sufficient rights to exclude others from commercializing products similar or identical to ours.

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

There is often litigation between competing companies relying on their respective technologies based on allegations of infringement or other violations of intellectual property rights. Our future success depends, in part, on not infringing the intellectual property rights of others. We may be unaware of the intellectual property rights of others that may cover some or all of our technology. Any such claims or litigation could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from offering some portion of our products, or require that we comply with other unfavorable terms. We may also be obligated to indemnify our customers or channel partners in connection with any such litigation and to obtain licenses or modify our products, which could further exhaust our resources. Patent infringement, trademark infringement, trade secret misappropriation and other intellectual property claims and proceedings brought against us, whether successful or not, could harm our brand, business, results of operations and financial condition. Litigation is inherently uncertain, and any judgment or injunctive relief entered against us or any adverse settlement could negatively affect our business, results of operations and financial condition. In addition, litigation can involve significant management time and attention and be expensive, regardless of the outcome. During the course of litigation, there may be announcements of the results of hearings and motions and other interim developments related to the litigation. If securities analysts or investors regard these announcements as negative, the trading price of our common stock may decline.

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

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

Intellectual property disputes and litigation, regardless of merit, can be costly and disruptive to our business operations by diverting attention and energies of management and key technical personnel, and by increasing our costs of doing business. Such litigation, regardless of its success, could seriously harm our reputation with our channel partners, business partners and patients and in the industry at large. Some of our competitors may be able to sustain the costs of complex patent or intellectual property litigation more effectively than we can because they have substantially greater resources. Any of the foregoing could adversely affect our operating results.

Risks Relating to Our Israel Operations

~~Our~~The Company’s entire executive leadership, strategic ~~development~~management, ~~efforts~~and core operations are ~~headquartered~~based in Israel ~~and~~, ~~therefore,~~operating ~~our~~through ~~results~~its ~~may~~wholly beowned ~~adversely~~subsidiary ~~affected~~CTGL byCitrine ~~economic~~Global ~~restrictions~~Israel ~~imposed on,~~Ltd. and its ~~political~~majority-owned ~~and~~subsidiary ~~military~~Cannovation ~~instability~~Center ~~in,~~ Israel Ltd.

~~Our development~~On ~~headquarters,~~October ~~which houses substantially all of our research and development team~~7, ~~including engineers~~2023, ~~machinists,~~a ~~researchers,~~large-scale ~~and~~war ~~clinical~~broke ~~and~~out ~~regulatory~~in ~~personnel~~Israel, asresulting ~~well~~in asa ~~the~~sustained ~~facility~~period of ~~our~~national ~~contract~~crisis. ~~manufacturer~~The ~~and~~war ~~final~~caused ~~assembly~~widespread ~~are~~uncertainty ~~located~~and ininstability ~~Israel.~~in ~~Our~~the ~~employees~~country, ~~service~~disrupted ~~providers,~~the ~~directors~~Israeli ~~and officers are residents of Israel. Accordingly~~economy, ~~political, economic~~ and ~~military~~affected ~~conditions in Israel and~~ the ~~surrounding~~Company’s ~~region~~operations, ~~may~~During ~~directly~~2024, ~~affect our business. Any hostilities involving Israel or~~ the ~~interruption or curtailment~~Company ofcontinues ~~trade~~to ~~within~~experience ~~Israel~~significant ordisruptions ~~between~~as ~~Israel~~a ~~and~~result ~~its trading partners could materially and adversely affect our business, financial condition and results~~ of ~~operations~~this ~~and~~ongoing ~~could make it more difficult for us to raise capital~~conflict. ~~Although~~The weCompany ~~plan~~has tofocused ~~maintain~~on ~~inventory~~carefully in monitoring the ~~United States and Germany~~situation, anreviewing ~~extended~~its ~~interruption~~financial ~~could~~position, ~~materially~~ and ~~adversely~~evaluating ~~affect~~the ~~our~~status ~~business,~~of ~~financial~~its ~~condition~~assets and ~~results~~holdings in light of ~~operations~~the challenging environment.

~~Recent political~~Management ~~uprisings,~~is ~~social~~actively ~~unrest and violence in various countries in the Middle East and North Africa, including Israel’s neighbors~~assessing ~~Egypt and Syria, are affecting~~ the political stability of those countries. This instability may lead to deterioration of the political relationships that exist between Israel and these countries and has raised concerns regarding security in the region and the potential ~~for~~ ~~armed~~impacts ~~conflict. Our commercial insurance does not cover losses that may occur as a result~~ of ~~an event associated with~~ the ~~security situation~~war inon the ~~Middle~~Company’s ~~East.~~operations, ~~Any losses or damages incurred by us could have a material adverse effect on our business. In addition~~investments, ~~Iran~~ ~~has threatened to attack Israel~~ and ~~is widely believed to be developing nuclear weapons~~liquidity. ~~Iran~~This isincludes ~~also~~analyzing ~~believed~~risks to ~~have a strong~~ongoing ~~influence among parties hostile to Israel in areas that neighbor Israel~~activities, ~~such~~ensuring as the ~~Syrian~~stability ~~government,~~of ~~Hamas~~existing inassets, ~~Gaza~~ and ~~Hezbollah~~preparing ~~in Lebanon.~~for ~~Any~~different ~~armed~~scenarios ~~conflicts,~~that ~~terrorist~~may ~~activities~~arise ordepending ~~political~~on ~~instability in~~ the ~~region could materially and adversely affect our business,~~duration ~~financial condition~~ and ~~results~~intensity of ~~operations~~the conflict.

35The ongoing war in Israel, which began in October 2023, has created a complex and volatile geopolitical and security environment. This conflict involving sustained hostilities in multiple regions, including the southern and northern borders poses several risks to the Company’s current and planned operations in Israel, including:

~~Our operations~~● ~~and~~Operational ~~the~~Disruption: Armed ~~operations~~conflict ofand ~~our~~heightened ~~contract~~security ~~manufacturer~~measures may bedisrupt ~~disrupted~~infrastructure, asworkforce aavailability, ~~result~~and ofsupply ~~the~~chains, ~~obligation~~particularly ofin areas ~~Israeli~~where ~~citizens~~the toCompany’s ~~perform military~~facilities ~~service~~or partners operate.

~~Many Israeli~~● ~~citizens~~Construction ~~are obligated to perform one month,~~ and ~~in some cases more, of annual military reserve duty until they reach the age~~Project ofDelays: 45The ~~(or~~Company ~~older,~~is ~~for reservists with certain occupations) and,~~ in the ~~event~~process of aestablishing ~~military~~an ~~conflict,~~advanced ~~may~~manufacturing beand ~~called~~innovation tocenter ~~active~~in ~~duty.~~southern ~~In response to terrorist activity, there have been periods of significant call-ups of military reservists~~Israel. ItOngoing ~~is possible that there will~~hostilities beand ~~additional~~regional ~~military~~instability ~~reserve~~may ~~duty~~result ~~call-ups~~ in ~~the~~delays ~~future.~~in ~~Some~~construction ~~of our employees~~timelines, ~~consultants~~regulatory ~~and employees of the manufacturer of our products~~approvals, ~~are required to perform annual military reserve duty in Israel~~ and ~~may~~deployment ~~be called to active duty at any time under emergency circumstances. Our operations and the operations~~ of ~~our~~key ~~manufacturer could be disrupted by such call-ups~~resources.

~~Our~~● Regulatory and Governmental ~~sales~~Prioritization: ~~may~~While bethe ~~adversely~~Israeli ~~affected~~government byhas ~~boycotts~~expressed support for the Company’s activities as part of ~~Israel~~its national UAV strategy, shifting governmental focus toward immediate defense needs may impact funding cycles, regulatory responsiveness, or public infrastructure availability.

~~Several countries,~~● ~~principally in the Middle East~~Insurance, ~~restrict doing business with Israel and Israeli companies~~Costs, and Logistics: ~~additional~~Heightened ~~countries~~risk may ~~impose restrictions on doing business with Israel and Israeli companies whether as a~~ result ~~of hostilities~~ in ~~the~~increased ~~region~~insurance ~~or otherwise. In addition~~premiums, ~~there~~ ~~have~~higher ~~been~~costs ~~increased~~for ~~efforts~~security byand ~~activists~~logistics, ~~to cause companies~~ and ~~consumers~~limited toaccess ~~boycott Israeli goods based on Israeli government~~to ~~policies.~~certain ~~Such~~suppliers ~~actions,~~or ~~particularly~~service ifproviders ~~they~~operating ~~become~~in ~~more~~affected ~~widespread, may adversely impact our ability to sell our products~~regions.

● Physical Security and Force Majeure: Prolonged conflict increases the risk of damage to physical assets or interruptions to normal operations due to force majeure events, including missile attacks or military activity in proximity to the Company’s facilities.

Despite these risks, the Company maintains contingency plans, maintains close coordination with governmental authorities, and is strategically aligned with national defense priorities factors which are expected to mitigate long-term adverse effects.

Risks Related Ownership of Our Securities

A certain group of the Company’s stockholders may exert significant influence over its affairs, including the outcome of matters requiring stockholder approval.

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

As of the date of this ~~report~~filing, our executive officers and directors own, in the aggregate, beneficially own approximately 4535.433% of our outstanding common stock as of the date of this filing. As a result, these persons, acting together, would be able to significantly influence all matters requiring stockholder approval, including the election and removal of directors, any merger, consolidation, sale of all or substantially all of our assets, or other significant corporate transactions.

You may experience future dilution as a result of future equity offerings.

Our Amended and Restated Articles of Incorporation authorize the issuance of a maximum 1,500,000 shares of common stock. Any additional financings effected by us may result in the issuance of additional securities without stockholder approval and the substantial dilution in the percentage of common stock held by our then existing stockholders. In addition, we have reserved 180,000,000 shares of common stock for issuance under the 2018 Equity Incentive Plan. The issuance of such additional shares of common stock, or securities convertible or exchangeable into common stock, may cause the price of our common stock to decline. Additionally, if all or a substantial portion of these shares are resold into the public markets then the trading price of our common stock may decline.

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

We currently do not have and may never obtain research coverage by securities analysts. If no securities analysts commence coverage of our company, or if industry analysts cease coverage of our company, the trading price for our stock could be materially and adversely impacted. In the event we obtain securities analyst coverage, if one or more of the analysts who cover us downgrade our stock or publish inaccurate or unfavorable research about our business, our stock price may be materially and adversely impacted. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline.

If the price of our common stock fluctuates significantly, your investment could lose value.

Our common stock is quoted on the ~~OTCQB,~~OTC under the symbol “CTGL,” and, to date, has traded on a limited basis. We have applied to to list our common stock on Nasdaq under the symbol “CTGL.” We cannot assure you that an active public market will continue for our common stock. If an active public market for our common stock does not continue, the trading price and liquidity of our common stock will be materially and adversely affected. If there is a thin trading market or “float” for our stock, the market price for our common stock may fluctuate significantly more than the stock market as a whole. Without a large float, our common stock would be less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stock may be more volatile. In addition, in the absence of an active public trading market, investors may be unable to liquidate their investment in us. Furthermore, the stock market is subject to significant price and volume fluctuations, and the price of our common stock could fluctuate widely in response to several factors, including, but not limited to:

● our quarterly or annual operating results; ● changes in our earnings estimates or the failure to accurately forecast and appropriately plan our expenses; ● failure to achieve our growth expectations; ● failure to attract new customers or retain existing customers; ● the effect of increased or variable competition on our business; ● additions or departures of key or qualified personnel; ● failure to adequately protect our intellectual property; ● costs associated with defending claims, including intellectual property infringement claims and related judgments or settlements; ● changes in governmental or other regulations affecting our business; ● our compliance with governmental or other regulations affecting our business; and ● changes in global or regional industry, general market, or economic conditions.25

	●	our quarterly or annual operating results;

	●	changes in our earnings estimates or the failure to accurately forecast and appropriately plan our expenses;

	●	failure to achieve our growth expectations;

	●	failure to attract new customers or retain existing customers;

	●	the effect of increased or variable competition on our business;

	●	additions or departures of key or qualified personnel;

	●	failure to adequately protect our intellectual property;

	●	costs associated with defending claims, including intellectual property infringement claims and related judgments or settlements;

	●	changes in governmental or other regulations affecting our business;

	●	our compliance with governmental or other regulations affecting our business; and

	●	changes in global or regional industry, general market, or economic conditions.

The stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securities of many companies, including companies in our industry. The changes may not be possible to predict and often appear to occur without regard to specific operating performance. The price of our common stock could fluctuate based upon factors that have little or nothing to do with our company and these fluctuations could materially reduce our stock price.

Delaware law contains provisions that could discourage, delay, or prevent a change in control of the Company, prevent attempts to replace or remove current management and reduce the market price of its common stock.

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

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

We have never declared or paid cash dividends on our capital stock nor are we under any obligation to declare or pay such cash dividends. We currently intend to retain any future earnings to fund our operations and the development and growth of our business, and we do not expect to declare or pay any dividends in the foreseeable future. Our future ability to pay cash dividends on our capital stock may be limited by any future debt instruments or preferred securities. As a result, investors may only receive a return on their investment in our common stock if the market price of our common stock increases to a price above the price paid for them and then sell such shares.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Cybersecurity Risk Management and Strategy

We have processes in place for assessing, identifying, and managing material risks from cybersecurity threats. Our risk management activities are overseen by senior management and are integrated into our overall enterprise risk management framework. As part of this process, management identifies and assesses internal and external cybersecurity risks and the potential impact of such risks on our business.

We utilize external information technology consultants to provide technical support for our systems and to advise on security matters. Risks associated with third-party service providers who have access to our data are evaluated during the vendor selection process.

To date, we have not experienced any cybersecurity incidents that have materially affected our business strategy, results of operations, or financial condition. However, we face a variety of cybersecurity threats that are reasonably likely to materially affect our company in the future, which are further described in “Item 1A. Risk Factors.”

Cybersecurity Governance

1. Board of Directors’ Oversight

Our Board of Directors is responsible for the oversight of risks from cybersecurity threats. As the Company does not have a separately constituted audit committee, the entire Board of Directors fulfills this function. The Board receives reports from management on an as-needed basis regarding information technology and security matters, allowing it to monitor the Company’s risk management processes.

2. Management’s Role

Our senior management is responsible for the day-to-day assessment and management of our cybersecurity risks. This function is led by our Chief Executive Officer and Chief Financial Officer, who have overall responsibility for the Company’s risk management.

While our executive officers are not cybersecurity experts, they have extensive experience in business management and corporate governance. For specific technical expertise, management leverages and consults with our external information technology consultants to advise on threat identification, prevention, and other cybersecurity matters. In the event of a cybersecurity incident, management would be responsible for implementing response procedures and reporting the matter to the Board of Directors.

ITEM 2. PROPERTIES

A description of the premises we utilize in several of our facilities is as follows:

Entity		Property Description
Citrine Global, Corp		Our principal office consists of leased premises and is located at 5 ~~Golden~~Rashi ~~Beach,~~St. ~~Caesarea 3088900~~Yerucham, 8050743 Israel
Cannovation Center Israel Ltd.		125,000 square feet (approximately 11,687 square meters) or approximately three acres of industrial land in Yerucham, a city in southern Israel, where we intend to build Green Vision Center Israel
Cannovation Center Israel Ltd. renamed SkyTech Orion Ltd. in May 2025		125,000 square feet (approximately 11,687 square meters) or approximately three acres of industrial land in Yerucham, a city in southern Israel, where we intend to build Operational Production and Innovation Center

We believe that our facilities are generally in good condition and suitable to carry on our business. We also believe that, if required, suitable alternative or additional space will be available to us on commercially reasonable terms

ITEM 3. LEGAL PROCEEDINGS

~~There~~ As ~~are~~of nothe ~~active~~date orof ~~pending~~this ~~material~~filing, the Company is not aware of any legal proceedings ~~against~~involving the ~~Company,~~company ~~nor~~and/or ofits ~~any~~subsidiaries. ~~proceedings~~An issue ~~that~~involving a ~~governmental~~former ~~authority~~consultant isof ~~contemplating~~our subsidiary, Cannovation Center Israel Ltd., relating to management fees and compensation ~~against~~for the ~~Company~~notice period, has been fully resolved through a binding Settlement Agreement.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

The Company’s common stock is quoted in the United States on the ~~OTCQB~~OTC market under the ticker symbol “CTGL.”

We have applied to list our common stock on the Nasdaq Capital Market. No assurance can be given that our application will be approved or that a trading market will develop.

Holders of our Common Stock

As As of ~~March~~December 2031st, ~~2023~~2024, , the Company had ~~120~~121 registered stockholders holding ~~956~~1,~~479~~044,~~039~~074,409 shares of common stock.; and 1,234,185,009 as of August 31st, 2025

Dividends

Since the Company’s inception, it has not declared nor paid any cash dividends on its capital stock and the Company does not anticipate paying any cash dividends in the foreseeable future. Its current policy is to retain any earnings in order to finance its operations. Its Board of directors will determine future declarations and payments dividends, if any, in light of the then-current conditions it deems relevant and in accordance with applicable corporate law.

3827

Securities Authorized for Issuance under Equity Compensation Plans

The following table provides certain aggregate information with respect to the Company’s shares of common stock that as of December 31, ~~2022~~2024 were issuable under its equity compensation plans in effect ~~as of December 31, 2022~~.

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)

Weighted-average exercise price of outstanding options, warrants and rights (2)

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) (3)

Equity compensation plans approved by security holders

~~122~~121,~~529~~351,~~342~~320

0.~~043~~026

57,470,658

Equity compensation plans not approved by security holders

Total

~~122~~121,~~529~~351,~~342~~320

0.~~043~~026

57,470,658

(1)	Represents shares of common stock issuable under our 2017 and 2018 Employee Incentive Plan and upon exercise of outstanding options to purchase 122,529,342 shares of common stock.
(2)	The weighted average remaining term for the expiration of remaining stock options is 20.5399 years.
(3)	Represents shares of common stock available for future issuance under equity compensation plans. “Equity Compensation Plan” under Item 11 hereof contains a description of the material features of the 2017 Employee Incentive Plan and the 2018 Stock Incentive Plan.

~~Purchases~~Recent Sales of ~~Equity~~Unregistered Securities ~~by the Issuer and Affiliated Purchasers~~

None.

ITEM 6. RESERVED

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

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide information necessary to understand our audited consolidated financial statements for the fiscal years ended December 31, ~~2022~~2024 and December 31, ~~2021~~2023 and highlight certain other information which, in the opinion of management, will enhance a reader’s understanding of our financial condition, changes in financial condition and results of operations. In particular, the discussion is intended to provide an analysis of significant trends and material changes in our financial position and the operating results of our business during the year ended December 31, ~~2022~~2024, as compared to the fiscal year ended December 31, ~~2021~~2023. This discussion should be read in conjunction with our consolidated financial statements for the fiscal years ended December 31, ~~2022~~2024 and December 31, ~~2021~~2023 and related notes included elsewhere in this Annual Report on Form 10-K. These historical financial statements may not be indicative of our future performance. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains numerous forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risks described throughout this filing, particularly in “Item 1A. Risk Factors.”

3928

The full extent to which the COVID-19 pandemic may directly or indirectly impact our business, results of operations and financial condition, will depend on future developments that are uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain it or treat COVID-19, as well as the economic impact on local, regional, national and international customers and markets. We have made estimates of the impact of COVID-19 within our financial statements, and although there is currently no major impact, there may be changes to those estimates in future periods. Actual results may differ from these estimates.

Significant Recent Events

~~(i)~~ On February ~~January~~9, 302024, ~~2023~~ the Company ~~and~~issued ~~each~~a ofpromissory ~~Citrine~~note ~~High~~in ~~Tech~~favor 7of LP1800 ~~(“LP~~Diagonal ~~7”)~~Lending LLC, ~~Citrine~~a 8Virginia LPlimited ~~(“LP~~liability 8company (the “Lender”), ~~and~~in ~~Citrine 9~~the LPprincipal ~~(“LP~~amount ~~9”;~~of ~~together~~$63,250. ~~with~~The LPCompany 7received ~~and~~$50,000 LPin 8,net ~~the~~proceeds ~~“Lending~~from ~~LP”),~~Lender ~~the~~due ~~lending~~to ~~entities~~the ~~under~~original issue ~~and~~discount ~~parties~~on to the ~~Convertible~~Note. The Note ~~Purchase~~bore ~~Agreement~~a ~~entered~~one-time ~~into~~interest bycharge ~~the~~of ~~Company~~15% ~~and~~per ~~several~~annum, ~~related~~payable ~~parties~~with outstanding principal in ~~April~~nine ~~2020~~(9) payments of $8,081.89 asfor ~~subsequently~~a ~~amended (~~total payback to the ~~“CL~~Lender ~~Agreement”)~~of $72,737.00. ~~have~~The ~~entered~~Note ~~into~~was andue ~~agreement~~in ~~(the~~full ~~“Agreement”)~~on ~~pursuant~~November to15, ~~which~~2024. ~~they~~Any ~~have~~amount ~~agreed~~of toprincipal ~~extend~~or interest on the ~~maturity~~Note ~~date~~which onis ~~all~~not ~~outstanding~~paid ~~convertible~~when ~~loans~~due inis ~~the~~subject ~~principal~~to ~~amount~~a ofdefault ~~$1,800,000~~interest ~~under~~at the CLrate ~~Agreement~~of totwenty two percent (22%) per annum ~~May~~from ~~31,~~the ~~2024.~~due LPdate 7until ~~also~~the ~~agreed~~same tois ~~extend~~paid. toAs ~~May~~of December 31, 2024, the ~~note~~Company inrepaid the ~~principal~~entire ~~amount~~outstanding ofamounts ~~$80,000~~on the note.

~~In addition, under the Agreement the Company and the Lending LPs have also~~On ~~agreed~~February ~~that if the Company’s common stock is listed on the Nasdaq Stock Market~~22, ~~then the Company~~2024, inMr. ~~its~~Doron ~~sole~~Birger ~~discretion,~~resigned ~~shall determine~~from tohis ~~convert,~~position inas ~~whole~~a ordirector inon ~~part,~~ the ~~outstanding~~Board ~~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 such offering~~.

~~(ii)~~ On ~~January~~August 172, ~~2023~~2024, the ~~Board~~Company and X 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, ~~Corp.~~agreed to sell, aunits ~~Delaware~~of ~~corporation~~Citrine Global’s securities where each unit (each ~~the~~a “~~Company~~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 ~~appointed~~as ~~Ms.~~Citrine ~~Ora~~Global ~~Elharar~~is ~~Soffer~~cleared for listing on a U.S. National exchange, to ~~serve~~purchase asan ~~president~~additional one share of ~~the~~common ~~Company~~stock at a per share exercise price of $0.01. MsThe purchase price per Unit is $0.01 ~~Elharar~~for ~~Soffer~~an ~~has~~aggregate ~~been~~purchase ~~continuously~~price ~~serving~~of as$250,000 ~~the~~which ~~Company’s~~was to be paid as follows: ~~Chief~~(i) ~~Executive~~$100,000 ~~Officer~~by ~~since~~no ~~May~~later 7than August 31, ~~2020~~2024 and as(ii) a$150,000 ~~Company~~by ~~director~~no ~~since~~later ~~February~~than 21September 30, ~~2020~~2024. ~~and~~In asconsideration ~~Chairperson~~of $250,000 Initial Investment, investor Group will be entitled to 25,000,000 shares of Citrine Global’s common stock. As of the ~~Board~~date ~~since~~hereof, ~~March~~the Company 3has received $21,000 ~~2020~~from the Group. As the X Group did not remit the agreed amount within the approved timeframes, the agreement lapsed.

~~(iii)~~ On September ~~March 5~~15, ~~2023~~2024, ~~the~~Mr. ~~Board~~Ilan ofBen ~~the~~Ishay ~~Company~~resigned ~~provided that~~from inhis ~~the~~position ~~event~~as ~~that~~a ~~the~~director ~~Company’s stock is listed~~ on the ~~Nasdaq~~Board ~~Stock Exchange, then one half~~ of ~~the~~subsidiary ~~awarded~~CTGL ~~and~~Citrine ~~unvested~~Global ~~option~~Israel ~~grants~~Ltd. ~~made~~On inOctober ~~each of August 2021 and in August 2022 to our current officers~~1, ~~directors and specific service providers~~2024, ~~will immediately vest at such time~~Mr. InIlan ~~addition,~~Ben ~~the~~Ishay ~~Board~~resigned ~~also~~from ~~determined~~his toposition ~~provide~~as ~~that following the termination of services by our current officers, directors and specific service providers, for any reason other than cause, they shall have~~ a ~~one~~director ~~year period from the date of termination to exercise any option that was vested at the time of the termination of services. Previously,~~ on ~~November 13, 2022,~~ the ~~board~~Board of ~~directors ratified~~subsidiary ~~the~~Cannovation ~~Stock~~Center ~~Option Agreements for the previously disclosed stock options grants that were awarded in each of August 2021 and in~~Israel August 2022 to our current officers and directors and specific service providers, to provide that the exercise price of the options that were awarded to date, shall remain unaffected by the implementation of a reverse stock split that the Company may implement; to avoid any doubt, such reverse stock split shall apply to the number of options shares issuable under such options and all other relevant terms of such options (other than the exercise price) shall continue in full force and effect following the implementation of such reverse stock splitLtd. ~~Any and all tax implication of this decision shall rest solely with the optionee.~~

~~(iv)~~ On November ~~March 6~~2024, ~~2023 Cannovation,~~ the Company’s ~~majority owned~~ subsidiary, ~~and~~Cannovation ~~S.R.~~Center ~~Accord~~Israel Ltd., ~~an Israeli public company~~ (“~~Lender~~Cannovation”), ~~entered~~ ~~into~~filed ana ~~18-month~~debt ~~credit~~claim ~~facility agreement (the “Credit Facility”) 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~~insolvency ~~will~~proceedings ~~determine the repayment~~ of ~~the~~Golden ~~loan.~~Holdings ~~All~~Neto ~~amounts drawn under the Credit Facility will bear interest at a monthly rate of 1~~Ltd.7% and. 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 Lender a first priority lien on its rights to the 125,000 sq ft (~~11,687 sqm) of industrial land in Yerucham, a city in southern Israel which Cannovation acquired in February of 2022(the~~ “~~Premises~~Golden Holdings”) ~~to build the Green Vision Center Israel with the support of the government of Israel~~. ~~The~~At ~~lien will become effective only if Cannovation utilizes~~ the ~~Credit~~relevant ~~Facility. If the market value of the Premises is less than the amount outstanding under the Credit Facility~~time, ~~then Lender~~Golden 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, CTGL Citrine Global Israel Ltd., a wholly owned subsidiary of Citrine Global, (ii) Beezzhome Technologies Ltd. an entity wholly owned by Ora Elharar Soffer, the Chief Executive Officer of Citrine Global and (iii) Netto Holdings~~, an~~ ~~unaffiliated~~held ~~entity under the partial control of Ilan Ben Ishay, a director on the board of Cannovation,~~approximately as20% ~~well as each~~ of ~~Ms. Elharar Soffer and Mr. Ben Ishay in their personal capacities, are providing guarantees for the repayment of any amounts that may be owing to Lender under the Credit Facility.~~ Cannovation’s ~~and the Company has agreed to indemnify Ms~~shares. ~~Elharar Soffer and Mr. Ben Ishay for any losses they incur as a result of the guarantee.~~

OnPursuant ~~March~~to 7,agreements ~~2023,~~between the ~~Company~~parties ~~issued~~and toas ~~the~~a ~~Lender 2~~shareholder,~~154,677~~ ~~shares~~Golden ofHoldings ~~the~~had ~~Company’s~~committed ~~common~~to ~~stock~~support aCannovation, ~~commitment~~including ~~fee~~by insigning ~~respect of the~~guarantees ~~provision~~on ofbehalf ~~the Credit Facility. As~~ of the ~~date~~company ofand ~~this~~its ~~report,~~controlling ~~Cannovation utilized $50~~shareholder,~~000~~ ~~out of the credit line~~Mr. Ilan Ben Ishay , and ~~Ms.~~by ~~Elharar~~providing ~~Soffer~~financial ~~and Mr~~assistance. ~~Ben~~Upon ~~Ishay~~Golden inHoldings entering ~~their~~insolvency ~~personal~~proceedings, ~~capacities~~such insupport ~~are provided guarantees to Lender for the repayment this amounts~~ceased.

40Accordingly, 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.

~~(v)~~During Ona ~~March~~meeting ~~16, 2023, the consulting agreement originally entered into as~~ of ~~July 2020 with Ms. Ora Elharar Soffer, the Company~~Cannovation’s ~~Chairperson,~~ ~~CEO~~board 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 (in invoice plus VAT if applicable) upon a listing of ~~the Company’s stock on the Nasdaq Stock Market~~directors, ~~retroactive~~it towas ~~January~~explained 1,that ~~2023,~~additional ~~(ii)~~shareholder ~~the~~support ~~terms~~was ~~contained in her original agreement and all other terms and awards previously approved by the Company’s board relating to her~~required, including ~~payment of her monthly fee and reimbursement of social~~signing ~~benefits~~guarantees ~~payments~~for ~~made~~a byloan Mrfrom ~~Elharar Soffer, shall continue in full force and effect so long as Ms~~S.R. ~~Elharar~~Accord ~~Soffer serves~~ as ~~either director~~well ~~and /or executive officer (iii) all previous awards and bonuses previously made to her were affirmed and (iv) Ms. Elharar Soffer has agreed to defer compensation due to her until such time~~ as ~~the~~a ~~Company~~guaranteed ~~shall~~letter ~~have~~for ~~consummated~~a andeposit ~~investment of at least $1.8 million in the Company’s securities, at which time all of the outstanding consulting fees from March 2020 and all reimbursement for~~ related ~~social benefits would be paid~~ to ~~her. In addition, 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~~government ~~program for~~grant ~~the~~received ~~Consultant~~by ~~that takes into consideration Ms. Elharar Soffer’s role in founding and leading the Company and that such compensation~~Cannovation ~~package shall be competitive with compensation programs~~ for ~~top senior executives/founders generally available in~~ the ~~market~~SkyTech ~~and which will include~~project, ~~among~~in ~~other~~addition ~~things,~~to ~~appropriate bonuses, severance payments and~~ other ~~amenities~~company ~~generally~~commitments. ~~made~~The ~~available~~board inresolved ~~the market~~ to ~~senior~~request ~~executive and~~ that ~~Ms.~~all ~~Elharar~~Cannovation ~~Soffer~~shareholders ~~shall receive~~ support the ~~most~~company, ~~extensive~~including ofby ~~such~~signing ~~compensation~~corporate ~~terms~~and ~~amongst~~personal ~~senior management~~guarantees.

~~(vii)~~To Onthat ~~March 16~~end, ~~2023,~~a ~~the~~mechanism ~~consulting agreement originally entered into as of July 2020 with Ms Ilanit Halperin, the Company’s director and CFO,~~ was ~~amended.~~established ~~The~~whereby ~~amendment~~shareholders ~~provides~~who ~~for~~provided ~~the~~such ~~following: (i) the monthly consulting to which Ms. Elharar Soffer is entitled will increase from $7~~support,~~500~~ toincluding ~~$10,000~~signing (personal ~~in invoice plus VAT if applicable) upon a listing of the Company’s stock on the Nasdaq Stock Market~~guarantees, ~~retroactive~~would ~~to January 1, 2023, (ii) the terms contained in her original agreement and all other terms and awards previously~~be ~~approved~~entitled ~~by the Company’s board relating~~ to ~~her,~~receive ~~including~~additional ~~payment~~share ~~of her monthly fee and reimbursement of social benefits payments made by Mr Elharar Soffer~~ allocations,~~shall~~ ~~continue~~whereas inshareholders ~~full~~who ~~force~~did ~~and~~not ~~effect~~provide so long as Ms. Halperin serves as either director and /or executive officer, (iii) all previous awards and bonuses previously made to her were affirmed and (iv) s. has agreed o defer compensation due to her until such ~~time~~support as the Company shall have consummated an investment of at least $1.8 million in the Company’s securities, at which time all of the outstanding consulting fees from March 2020 and all reimbursement for related social benefits would benot ~~paid~~receive ~~to her.~~any Innew ~~addition, The Company undertakes that the committee of the Board that will be responsible for setting the compensation terms~~share ~~of senior management shall prepare and present for approval a compensation program for Ms~~allocations. Halperin that shall be competitive with compensation programs for senior executives 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 executives.

In January 2025, during a shareholders’ meeting, Cannovation addressed all shareholders, including Golden Holdings, requesting such support and the signing of personal guarantees. As Golden Holdings did not provide such commitments, new shares were allocated to the existing shareholders CTGL Citrine Global Israel Ltd., a subsidiary of Citrine Global Corp., and Beezhome Technologies Ltd., resulting in Golden Holdings’ ownership in Cannovation being reduced to approximately 1%.

On September 1, 2024, Lior Asher and or 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 engaged to provide strategic planning, business development, innovation scouting, funding facilitation, and project management services. The total monthly retainer fees under these agreements amount to USD 11,000 (plus VAT), 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 recognized U.S. stock exchange; (ii) successful fundraising of at least USD2.5 million from external sources; or (iii) the Company achieving positive operational cash flow, confirmed by the board of directors (“Payment Event”).In addition to cash compensation, 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 this report, the options have not been issued yet.

As of September 2024, the 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 renewal, Mr. Lior 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 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, 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 October 9, 2024, the board appointed Mr. Lior Asher to serve as a director of our subsidiaries CTGL Citrine Global Israel Ltd. and Cannovation Center Israel Ltd.

On December 29, 2024 - Citrine Global Corp. appointed Mr. David Price, LLC, as the company’s U.S. legal counsel.

On December 31, 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 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 - 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 A note issued on June 21, 2020, in the original principal 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 original principal amount of $900,000 (NIS 3,127,770);A note issued on 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).

Subsequent Events

On January 7, 2025, 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 January 12, 2025, Cannovation 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 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. As noted,

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%.

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

On March 26, 2025, the Board approved to increase the share capital of Cannovation Center Israel Ltd. and CTGL Citrine Global Israel Ltd.

On April 3, 2025, A binding Settlement Agreement was reached with a former consultant of our subsidiary, Cannovation Center Israel Ltd., relating to management fees and compensation for the notice period. This has been fully paid.

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.

On April 8, 2025, a contract was signed with M. Aharon Construction & Projects Ltd. for the construction of the concrete skeleton of the SkyTech Center in Yerucham. The agreement includes exclusivity subject to conditions, with price adjustments permitted in exceptional circumstances such as significant material cost increases or delays in permitting. Mr. Aharon committed to a personal guarantee and bank collateral, and the Company undertook to grant him the right of first refusal, a bonus for his commitment (including options), and full indemnification by Citrine Global, Cannovation, and CTGL.

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

On June 19, 2025, the Board of Directors of SkyTech Orion Ltd., through its subsidiary CTGL Citrine Global Israel Ltd. (holding 69.5% of the shares in SkyTech Orion Israel Ltd., wholly owned by Citrine Global Corp.), resolved that, in light of the personal exposure of Ms. Ora Elharar Soffer, the Company’s Chairwoman and CEO, who personally invests funds and is the only shareholder continuously supporting the Company by providing services, personal guarantees and financial resources – Beezhome Technologies Ltd. (holding 29.5% of the shares of SkyTech Orion Israel Ltd., wholly owned by Ms. Ora Elharar Soffer) shall be granted Anti-Dilution Protection with respect to its holdings in SkyTech Orion Israel Ltd.

On June 26, 2025, Citrine Global Corp. changed its name to SkyTech Global Corp. in Delaware, reflecting its strategic focus on UAV and drone solutions.

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 December 31, ~~2022~~2024.

Research and Development Expenses

The process of researching and developing our products is lengthy, unpredictable, and subject to many risks. We expect to continue incurring 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.

4131

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

Year ended December 31, ~~2022~~2024 as compared to the year ended December 31, ~~2021~~2023

The following table presents our results of operations for the years ended December 31, ~~2022~~2024 and ~~2021~~2023

	Year Ended
	December 31,
	2022			2021
	2024			2023
	U.S. Dollars in thousands
	U.S. Dollars in thousand
Revenues		-			-
Research and development expenses					(96	)
Cost of sales		-			-
Marketing, general and administrative expenses – related parties		(835	)		(1,255	)
Gross loss					-
Marketing, general and administrative expenses		(403	)		(947	)
Research and development expenses		(120	)		(96	)
Operating loss		(1,238	)		(2,298	)
Marketing, general and administrative expenses		(1,866	)		(3,239	)
Expenses related to convertible loan terms		(247	)		(451	)
Operating loss		(1,986	)		(3,335	)
Expenses related to IBOT and MY PLANT options		(747	)		(291	)
Expenses related to convertible loan terms		(635	)		(1,129	)
Other financing expenses, net		(66	)		(65	)
Other financing expenses, net		(24	)		(52	)
Net loss		(2,298	)		(3,105	)
		(659	)		(1,181	)
Net loss		(2,645	)		(4,516	)

During the year ended December 31, ~~2022~~2024 and ~~2021~~2023, the Company did not record any revenue.

The Company’s research and development expenses increased to $~~120,000~~0 during the year ended December 31, ~~2022~~2024, compared to approximately $96,000 during the prior year. The ~~increase~~decrease is mainly attributable to professional expenses related to the development of our ~~Green~~ Botanical product line.

The Company’s marketing, general and administrative expenses during the year ended December 31, ~~2022~~2024, were $1,~~866~~238,000 compared to $32,~~239~~202,000 during the year ended December 31, ~~2021~~2023. The decrease in our marketing, general and administrative expenses is mainly attributable to the decrease in our non-cash share-based compensation expenses.

4232

During the year ended December 31, ~~2022~~2024, the Company incurred financial expenses, net of $~~659~~313,000, as compared to financial expenses of $1516,~~181,~~000 during the year ended December 31, ~~2021~~2023. The reason for the decrease in financial expense is attributable to changes in terms of our convertible loans.

As a result of the above, the Company incurred a net loss of approximately $2,~~636~~298,000 during the twelve months ended December 31, ~~2022~~2024 as compared to a net loss of approximately $43,~~516~~105,000 in ~~2021~~2023.

Liquidity and Capital Resources

At December 31, ~~2022~~2024, we had current assets of $~~185~~140,000 compared to total current assets of $~~349~~258,000 as of December 31, ~~2021~~2023. At December 31, ~~2022~~2024, we had current liabilities of $13,~~805~~604,000 as compared to $12,~~064~~719,000 as of December 31, ~~2021~~2023. At December 31, ~~2022~~2024, we had total liabilities of $34,~~780~~315,000 as compared to $24,~~495~~961,000 as of December 31, ~~2021~~2023. The increase is mainly attributed to the increase in the balance of accrued expenses and the decrese in the balance of convertible component in convertible notes.

At December 31, ~~2022~~2024, we had a cash balance of $771,000 compared to the cash balance of $~~270~~7,000 as of December 31, ~~2021~~2023.

At December 31, ~~2022~~2024, we had a working capital deficiency of $13,~~620~~464,000 as compared with a working capital deficiency of $~~715~~2,461,000 at December 31, ~~2021~~2023.

The following table provides a summary of operating, investing, and financing cash flows for the years ended December 31, ~~2022~~2024 and ~~2021~~2023 respectively (in ~~thousands~~thousand):

	Year Ended
	December 31, 2022			December 31, 2021
	December 31, 2024			December 31, 2023
Net cash used in operating activities		(~~567~~4,000	)		(~~582~~199,000	)
Net cash provided by investment activities		~~11,000~~-			~~286,000~~-
Net cash provided by Financing Activities		360,000			350,000
Net cash used in (provided by) financing activities		(2,000)			130,000

~~On March~~As 6of September 2024, ~~2023~~the ~~our~~Company ~~majority~~renewed ~~owned~~its ~~subsidiary,~~short ~~Cannovation~~term ~~and~~loan with S.R. Accord Ltd., anin ~~Israeli~~the ~~company~~amount ~~(“Lender”),~~of ~~entered into~~approximately anNIS ~~18-month~~660,000 ~~credit facility agreement~~ (~~the~~approximately ~~“Credit Facility”~~$176,000). ~~pursuant~~As topart ~~which~~of ~~Lender~~the ~~has~~renewal, ~~committed~~Mr. toLior ~~fund Cannovation~~Asher insigned anas ~~aggregate~~a ~~amount~~personal guarantor, ofjoining ~~3,000,000~~Ms. ~~NIS~~Ora ~~(approximately~~Elharar ~~$857,000)~~Soffer as ~~needed~~guarantor. AtIn addition, the ~~time~~Company, ofits ~~each~~Israeli ~~draw~~subsidiary ~~down,~~CTGL ~~Cannovation and~~– ~~Lender~~Citrine ~~will~~Global ~~determine~~Israel Ltd., ~~the~~and ~~repayment~~Beezhome ofTechnologies ~~the loan~~Ltd., ~~All~~a ~~amounts~~private ~~drawn~~company ~~under~~wholly ~~the~~owned ~~Credit~~by ~~Facility~~Ms. ~~will~~Ora ~~bear~~Elharar ~~interest~~Soffer, atsigned athe ~~monthly rate~~agreement. ofWhile 1Netto Holdings Ltd.7% and ~~will~~Mr. beIlan ~~due~~Ben byIshay nohad ~~later~~originally ~~than~~undertaken ~~September 2024. Cannovation has the right~~ to ~~pre-pay~~provide ~~the~~personal ~~entire~~guarantees, ~~amount~~they ~~outstanding under~~had ~~the~~not ~~Credit~~executed ~~Facility~~such atguarantees ~~any~~as ~~time~~of 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 to and the 125,000 sq. ft. (11,687 ~~sqm~~sq. meters) of industrial ~~land~~parcel in Yerucham, a ~~city~~Israel, inas ~~southern~~well ~~Israel~~as ~~which~~additional ~~Cannovation~~collateral ~~acquired~~intended into ~~February~~secure repayment of ~~2022 (~~the ~~“Premises”)~~loan and to ~~build~~cover any damage, debt, or obligation arising from the ~~Green~~Credit ~~Vision Center~~Facility. ~~Israel~~The Company, together with ~~the~~CTGL ~~support~~– ofCitrine Global ~~the~~Israel ~~government~~Ltd. ofand 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 Soffer and ~~Facility~~Mr. IfLior ~~the~~Asher ~~market~~for ~~value~~any ofliability, ~~the~~damage, ~~Premises~~or isloss ~~less~~that ~~than~~may ~~the~~result ~~amount~~from ~~outstanding~~their ~~under~~personal ~~the~~guarantees. ~~Credit~~On ~~Facility~~March 31, ~~then~~2025, ~~Lender~~the ~~will~~total beamount ~~entitled~~of the short term loan was increased to ~~additional~~NIS ~~security~~1,000,000 on(approximately ~~such~~$280,000), ~~terms~~with ~~and~~all ~~conditions~~guarantees asand ~~the~~collateral ~~parties~~remaining ~~may~~in ~~agree~~place.

On ~~July~~ ~~15,~~August ~~2022~~2025, ~~Citrine~~SR 9Accord LPextended ~~(hereinafter “Citrine 9”), one of~~ the ~~related~~credit ~~entities~~facility ~~who~~agreement ~~are~~with ~~the signatory lenders (hereinafter~~Cannovation ~~the~~Center ~~“Buyers”)~~Israel toLtd. ~~the Convertible Note Purchase Agreement entered into by the Company and such Buyers in April 2020, as subsequently amended~~ (~~the~~renamed ~~“CL~~SkyTech ~~Agreement”~~Orion Ltd.) ~~agreed~~until toMarch ~~honor a Draw Down Notice for~~31, ~~and has advanced to the Company, $100,000 on the same terms and conditions as are specified in the CL Agreement~~2027. The ~~annual~~facility ~~interest~~is onsupported ~~the~~by ~~loan~~guarantees ~~continues~~of toCTGL beCitrine ~~nine~~Global ~~percent (9%)~~Israel Ltd. ~~The principal~~ and ~~interest~~Citrine ~~payment~~Global ~~on the Note shall be made in New Israeli Shekels (NIS) at the conversion rate which was in effect on the date on which the loan was advanced~~Corp., Asas ~~provided~~well ~~for~~as ~~under~~personal ~~the~~guarantees ~~terms~~signed ofby ~~the~~Ora ~~Convertible Note Agreement~~Elharar-Soffer, ~~Citrine~~the 9Company’s ~~is entitled to 8~~CEO,~~333,333~~ ~~Series A warrants~~ and ~~8,333,333~~Lior ~~Series B warrants for shares of common stock~~Asher, ~~where each of the series are exercisable beginning January 15,~~a ~~2023~~director ~~through October 31, 2025, in each case at an exercise price~~ of ~~$0.05~~SkyTech ~~per~~Orion ~~share~~Ltd. OnWith ~~August~~respect ~~9, 2022, the Company’s board of directors agreed~~ to ~~extend~~ the ~~exercise~~personal ~~period~~guarantees of ~~the~~Ora ~~warrants~~Elharar-Soffer ~~through~~and ~~August~~Lior 9Asher, ~~2027.~~Cannovation OnCenter ~~January~~Israel Ltd.( ~~26,~~SkyTech ~~2023,~~Orion ~~the~~Ltd CL) ~~Agreement~~CTGL ~~was~~Citrine ~~further amended~~Global toIsrael ~~extend to May 31~~Ltd., ~~2024~~and ~~the~~Citrine ~~maturity~~Global ~~date thereof~~Corp. ~~The~~have ~~amendment~~confirmed, ~~also provides that upon a public offering of securities that the Company may effect~~ in ~~connection~~line with aprior ~~listing~~Board ~~of the Company’s stock on a U.S. National Securities Exchange~~resolutions, ~~the note is~~ ~~automatically~~their ~~convertible~~undertaking ~~into~~to ~~the~~provide ~~securities~~indemnification ~~that~~and ~~are~~comprehensive ~~the~~protections ~~subject~~to ~~matter such offering, in whole or in part, as~~ the ~~Citrine Global Board may determine~~guarantors.

On September 30, 2022, Citrine Global received a loan from Citrine Hi Tech 7 LP, an Israeli limited partnership and an affiliated entity (the “Lender”), in the principal amount of $80,000. The loans bears interest at 12% per annum and was scheduled to mature on December 15, 2022. On January 29, 2023 the maturity date was extended to May 31, 2024. The holder also agreed that upon a public offering of securities that the Company may effect in connection with a listing of the Company’s stock on a U.S. National Securities Exchange, the note is automatically convertible into the securities that are the subject matter such offering, in whole or in part, as the Citrine Global Board may determine

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.

Recently issued accounting pronouncements

Recently issued accounting pronouncements are described in the notes to our financial statements for the years ended December 31, ~~2022~~2024 and ~~2021~~2023, which are included within Item 8 in this annual report.

Critical Accounting Policies and Estimates

Our significant accounting policies are described in the notes to our financial statements for the years ended December 31, ~~2022~~2024 and ~~2021~~2023 and which included within Item 8 in this annual report. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities. We consider the following accounting policies to be critical to our financial statements because they require the most difficult, subjective, or complex judgments.

Share-Based Compensation: We measure and recognize compensation expense for all stock option grants to employees, directors, and consultants based on the fair value of the award on the date of grant. The fair value is estimated using the Black-Scholes option-pricing model, which requires management to make significant assumptions regarding volatility, the expected life of the option, and the risk-free interest rate. These assumptions are based on historical data and management’s judgment, and changes to these assumptions could have a material impact on the amount of share-based compensation expense recorded.

Investments Valued Under the Measurement Alternative: Our long-term investments in privately held companies, such as Nanomedic Technologies Ltd., MyPlant Bio Ltd., and iBOT Israel Botanicals Ltd., are carried at cost, less impairment, and adjusted for observable price changes. Due to the absence of a readily determinable fair value for these investments, we periodically perform a qualitative assessment to identify any impairment. This assessment requires significant management judgment regarding the financial health and business prospects of these companies.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

4434

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

CITRINE GLOBAL CORP.

CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, ~~2022~~2024

CITRINE GLOBAL CORP.

CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2022

IN U.S. DOLLARS IN THOUSANDS

TABLE OF CONTENTS

	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Firm Name: Somekh Chaikin / PCAOB ID No. 1057/ Location: Tel Aviv, Israel)	F-2
CONSOLIDATED FINANCIAL STATEMENTS:
Consolidated Balance Sheets as of December 31, 2022 and 2021	F-3
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Statements of Operation and Comprehensive Loss for the years ended December 31, 2022 and 2021	F-4
Consolidated Balance Sheets as of December 31, 2024 and 2023	F-4
Statements of Changes in Shareholders’ Deficit for the years ended December 31, 2022 and 2021	F-5
Consolidated Statements of Operation and Comprehensive Loss for the years ended December 31, 2024 and 2023	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021	F-6
Statements of Changes in Shareholders’ Deficit for the years ended December 31, 2024 and 2023	F-6
Notes to Consolidated Financial Statements	F-8 – F-36
Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023	F-7
Notes to Consolidated Financial Statements	F-9 – F-32

F-12

Somekh Chaikin

KPMG Millennium Tower

17 Ha’arba’a Street, PO Box 609

Tel Aviv 61006, Israel

+972 3 684 8000

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Citrine Global Corp

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Citrine Global Corp and subsidiaries (the Company) as of December 31, ~~2022~~2024 and ~~2021~~2023, the related consolidated statements of operations and comprehensive loss, changes in shareholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, ~~2022~~2024, and the related notes (collectively, the consolidated ~~financial~~ financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2022~~2024 and ~~2021~~2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, ~~2022~~2024, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ Somekh Chaikin

Somekh Chaikin

Member Firm of KPMG International

We have served as the Company’s auditor since 2022.

Tel Aviv, Israel

~~March~~August 2231, ~~2023~~2025

1057

KPMG Somekh Chaikin, an Israeli partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee

F-23

CITRINE GLOBAL CORP.

CONSOLIDATED BALANCE SHEETS

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

	December 31,			December 31,
	2022			2021
	2024			2023
A s s e t s
Assets
Current Assets
Cash and cash equivalents		771			~~270~~7
Restricted cash		-			10
Prepaid expenses		108			236
Short-term loan to others (Note 8H)		-			15
Other current assets		31			15
Prepaid expenses		88			30
Total Current assets		140			258
Other current assets		20			24
T o t a l Current assets		185			349
Non-current assets
Investments valued under the measurement alternative (Note 3)		~~894~~1,263			~~450~~2,010
Property and equipment, net (Note 4)		~~230~~217			~~256~~218
Total non-current assets		1,~~124~~480			~~706~~2,228
T o t a l assets		1,309			1,055
Total assets		1,620			2,486
Liabilities and Shareholders’ Deficit
Current Liabilities
Short term loan (Note 5I)		82			-
Short term loan (Note 5)		181			182
Accounts payable and accrued expenses		247			226
Accounts payable		22			18
Accrued compensation		1,476			838
Accounts payable – related parties		324			180
T o t a l current liabilities		1,805			1,064
Accounts payable		324			180
Accrued compensation and expenses – related parties		2,465			1,898
Accrued compensation and expenses		2,465			1,898
Accrued expenses		612			441
Total current liabilities		3,604			2,719
Non-current liability
Convertible component in convertible notes (Note 5)		161			-
Convertible component in convertible notes - related parties (Note 6)		-			40
Convertible notes (Note 5)		1,814			1,431
Convertible notes – related parties (Note 6)		711			2,202
T o t a l liabilities		3,780			2,495
Total liabilities		4,315			4,961
Stockholders’ Deficit (Note 6)
Stockholders’ Deficit (Note 7)
Common stock, par value $0.0001 per share, 1,500,000,000 shares authorized at December 31, 2022 and December 31, 2021; 943,703,873 and 942,568,006 shares issued and outstanding at December 31, 2022 and December 31, 2021		94			94
Common stock, par value $0.0001 per share, 1,500,000,000 shares authorized at December 31, 2024 and 2023; 1,044,074,409 and 973,704,039 shares issued and outstanding at December 31, 2024 and 2023, respectively		104			97
Additional paid-in capital		2327,~~248~~053			2225,~~073~~359
Stock to be issued		~~474~~1,836			441,458
Accumulated deficit		(2631,~~402~~805	)		(2329,~~757~~507	)
Accumulated other comprehensive income		~~115~~117			~~106~~118
T o t a l stockholders’ deficit		(2,471	)		(1,440	)
Total stockholders’ deficit		(2,695	)		(2,475	)
T o t a l liabilities and stockholders’ deficit		1,309			1,055
Total liabilities and stockholders’ deficit		1,620			2,486

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

F-34

CITRINE GLOBAL CORP.

CONSOLIDATED STATEMENTS OF OPERATION AND COMPREHENSIVE LOSS

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

	2022			2021
	2024			2023
	Years ended
	Year ended
	December 31
	2022			2021
	2024			2023
Research and development expenses		(120	)		(96	)
Research and development expenses – related parties		-			(96	)
Marketing, general and administrative expenses		(1,866	)		(3,239	)
Marketing, general and administrative expenses – related parties		(835	)		(1,255	)
Operating loss		(1,986	)		(3,335	)
Marketing, general and administrative expenses		(403	)		(947	)
Operating loss		(1,238	)		(2,298	)
Financing expenses, net:
Expenses related to convertible loan terms		(635	)		(1,129	)
Expenses related to convertible loan terms – related parties		(247	)		(451	)
Other financing expenses, net		(24	)		(52	)
Expenses related to IBOT and MY PLANT options		(747	)		(291	)
Financing expenses, net		(659	)		(1,181	)
Other financing expenses, net		(66	)		(65	)
Net loss attributable to Common stockholders		(2,645	)		(4,516	)
Financing expenses, net		(1,060	)		(807	)
Net loss attributable to Common stockholders		(2,298	)		(3,105	)
Loss per Common Stock (basic and diluted)		(*) (0.00	)		(*) (0.00	)
Basic weighted average number of shares of Common Stock outstanding		~~942~~1,~~963~~032,~~225~~922,840			~~942~~961,~~568~~774,~~006~~376
Comprehensive loss:
Net loss		(2,~~645~~298	)		(43,~~516~~105	)
Other comprehensive loss attributable to foreign currency translation		9			-
Other comprehensive income attributable to foreign currency translation		1			3
Comprehensive loss		(2,~~636~~297	)		(43,~~516~~102	)

(*)

Less than $0.01

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

F-45

CITRINE GLOBAL CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

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

	Stock		Amount		Capital			issued			deficit			Income			~~equity~~(deficit)
	Common Stock				Additional paid-in			Stock to be			Accumulated			Accumulated other comprehensive			Total stockholders’ equity
	Stock		Amount		Capital			issued			deficit			Income			(deficit)
BALANCE AT DECEMBER 31, 2020		942,568,006		94		20,414			30			(19,241	)		106			1,403
CHANGES DURING THE YEAR ENDED DECEMBER 31, 2021:
Issuance of shares		-		-
Modification of warrants in connection with convertible loan restructuring (Note 5)		-		-		361			-			-			-			361
Warrants issued in connection with convertible notes		-		-		172			-			-			-			172
Classification of embedded conversion feature from liability to equity (Note 5)		-		-		670			-			-			-			670
Commitment for issuance of fixed number of ordinary shares		-		-		-			14			-			-			14
Share based compensation		-		-		456			-			-			-			456
Net loss		-		-		-			-			(4,516	)		-			(4,516	)
BALANCE AT DECEMBER 31, 2021		942,568,006		94		22,073			44			(23,757	)		106			(1,440	)
Beginning balance, value		942,568,006		94		22,073			44			(23,757	)		106			(1,440	)
CHANGES DURING THE YEAR ENDED DECEMBER 31, 2022:
Issuance of shares		535,867		-*		14			(14	)		-			-			-
Stock based compensation to service providers		600,000		-*		13			-			-			-			13
Share based compensation		-		-		774			-			-			-			774
Issuance of warrants		-		-		98			-			-			-			98
Warrants issued in connection with convertible notes		-		-		155			-			-			-			155
Modification of warrants in connection with convertible loan restructuring		-		-		283			-			-			-			283
Change in terms of convertible component in convertible notes		-		-		(162	)		-			-			-			(162	)
Commitment for issuance of fixed number of ordinary shares (note 3b)		-		-		-			444			-			-			444
Other comprehensive income		-		-		-			-			-			9			9
Net loss		-		-		-			-			(2,645	)		-			(2,645	)
BALANCE AT DECEMBER 31, 2022		943,703,873		94		23,248			474			(26,402	)		115			(2,471	)
Ending balance, Value		943,703,873		94		23,248			474			(26,402	)		115			(2,471	)
CHANGES DURING THE YEAR ENDED DECEMBER 31, 2023:
Issuance of shares for services		17,000,000		2		491			-			-			-			493
Issuance of shares under share purchase agreement		9,259,250		1		443			(444	)		-			-			-
Issuance of shares for credit facility		3,232,016		-*		123			-			-			-			123
Stock based compensation to service providers		508,900		-*		9			21			-			-			30
Share based compensation		-		-		777			-			-			-			777
Warrants issued in connection with convertible notes		-		-		268			-			-			-			268
Commitment for issuance of fixed number of ordinary shares		-		-		-			1,407			-			-			1,407
Other comprehensive income		-		-		-			-			-			3			3
Net loss		-		-		-			-			(3,105	)		-			(3,105	)
BALANCE AT DECEMBER 31, 2023		973,704,039		97		25,359			1,458			(29,507	)		118			(2,475	)
Balance		973,704,039		97		25,359			1,458			(29,507	)		118			(2,475	)
CHANGES DURING THE YEAR ENDED DECEMBER 31, 2024:
Issuance of shares under share purchase agreement		70,370,370		7		1,400			(1,407	)		-			-			-
Proceeds on account of shares not yet issued		-		-		-			1,785			-			-			1,785
Share based compensation		-		-		281			-			-			-			281
Convertible component in convertible notes classified as equity		-		-		13			-			-			-			13
Other comprehensive income		-		-		-			-			-			(1	)		(1	)
Net loss												(2,298	)		-			(2,298	)
BALANCE AT DECEMBER 31, 2024		1,044,074,409		104		27,053			1,836			(31,805	)		117			(2,695	)
Balance		1,044,074,409		104		27,053			1,836			(31,805	)		117			(2,695	)

(*)

Less than 1 thousand

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

F-56

CITRINE GLOBAL CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands)

	2022			2021
	2024			2023
	Year ended
	December 31
	2022			2021
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,~~645~~298	)	$	(43,~~516~~105	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		2-			2
Finance expenses, net		48			~~(20~~10	)
Financial expenses with respect to convertible notes and loans		637			1,129
Financial expenses with respect to convertible notes and loans – related parties		247			451
Interest and change in fair value of short-term loan measured at fair value		-			1
Share-based compensation		281			1,078
Share-based compensation		787			456
Fair value adjustment of option to purchase IBOT and MyPlant shares		747			291
Change in fair value of marketable securities		-			133
Fair value adjustment of liability in connection with stock exchange agreement		-			(58	)
Changes in operating assets and liabilities:
Prepaid share based payment to a service provider		-			1,737
Prepaid expenses and other current assets		125			246
Prepaid expenses and other current assets		(47	)		(35	)
Accounts payable and accrued expenses - related parties		835			1,255
Accounts payable and accrued expenses		~~695~~51			~~589~~(427	)
Net cash used in operating activities		(~~567~~4	)		(~~582~~199	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(4	)		(252	)
Repayment (Grant) of short-term loan		15			(15	)
Proceeds from sale of trading securities		-			389
Proceeds from repayments of short-term loan		-			164
Net cash provided by investing activities		11			286
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short term loan		80			-
Proceeds under credit facility		-			130
Proceeds from issuance of convertible note		280			-
Proceeds on account of shares not yet issued		21			-
Proceeds from the issuance of convertible notes and warrants		-			350
Proceeds from short-term loan		50
Net cash provided by financing activities		360			350
Repayment of short-term loan		(73	)
Effect of exchange rates on cash and cash equivalents		(7	)		20
Net cash provided by financing activities		(2	)		130
Net increase (decrease) in cash and cash equivalents and restricted cash		(203	)		74
Effect of exchange rates on cash and cash equivalents		-(*)			(1	)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF THE YEAR		280			206
Net decrease in cash, cash equivalents and restricted cash		(6	)		(70	)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF THE YEAR		77			280
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF THE YEAR		7			77
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF THE YEAR		1			7

(*)

Less than 1 thousand

The accompanying notes are an integral part of the consolidated financial statement

F-67

CITRINE GLOBAL CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands)

	Year ended
	Year ended December 31
	December 31
	2024			2023
	2022			2021
Supplemental disclosure of cash flow information:
Non-cash transactions:
Fair value of convertible component in convertible loan		(51	)		-
Convertible component in convertible notes classified as equity		13			-
Warrants issued in connection with convertible notes		(155	)		-
Conversion of convertible notes into equity		1,764			-
Extinguishment of convertible notes		(162	)		-
Warrants issued in connection with convertible notes					(268	)
Investment in MyPlant for a fixed number of shares		444			-
Extinguishment of convertible notes					(83	)
Classification of embedded conversion feature from liability to equity		-			670
Issuance of shares for credit facility					123
Commitment for issuance of fixed number of ordinary shares		-			14
Investment in IBOT for a fixed number of shares					1,407

F-78

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – GENERAL

Citrine Global, Corp. (“Citrine Global” or the “Company”) was incorporated under the laws of the State of Delaware on May 26, 2010. The Company’s common stock is traded in the United States on the OTCQB market under the ticker symbol “CTGL.”

On June 3, 2020 the Company established a wholly owned new Israeli subsidiary: CTGL – Citrine Global Israel Ltd, (the “Israeli Subsidiary”).

On ~~July~~August 2120, 2020, the Israeli Subsidiary ~~began to work with certain Company shareholders~~, ~~Beezz~~Beezhome ~~Home~~ Technologies Ltd. ~~(“Beezzhome”)~~, ina ~~which~~company ~~Ora~~owned ~~Elharar~~and ~~Soffer,~~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, a former director of the Company, holds shares, ~~have been working towards establishing an~~incorporated Operational Innovation Center focuses on plant 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 extend to December 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.

F-8

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – GENERAL (cont’d)

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 agreement ~~from~~(the ~~other~~“Credit ~~sources.~~Facility”) Onpursuant ~~April~~to which Lender has committed to fund Cannovation in an aggregate amount of 13NIS 3,000,000 ~~2021~~(approximately $857,000), as ~~Citrine~~needed. SAt Athe Ltime of each draw down, onCannovation ~~behalf~~and Lender will determine the maturity date of ~~itself~~the ~~and~~loan. ~~its~~All ~~affiliates~~amounts ~~and~~drawn under ~~related~~the ~~parties,~~Credit Facility will bear interest at a monthly rate of 1.7%. Cannovation has ~~furnished~~the right to pre-pay the ~~Company~~entire ~~with~~amount anoutstanding ~~irrevocable~~under ~~letter~~the Credit Facility at any time. As security for any loans ofunder ~~obligation~~the toCredit ~~financially~~Facility, ~~support~~Cannovation granted the ~~Company~~Lender ~~until~~a ~~June~~first 30priority lien on its rights to the 125,000 ~~2022~~sq ft (11,687 sq meters) of industrial land in Yerucham (see note 4(1) below). OnThe ~~March~~lien ~~17,~~will ~~2022~~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 SGlobal Acommon Lstock, ~~Investment~~on &such terms ~~Holding~~and ~~Ltd~~conditions as the parties may agree. As additional security for any payments due to Lender, (i) Israeli Subsidiary, (ii) ~~extended~~Beezhome ~~this~~and ~~support~~(iii) ~~through~~Netto ~~June~~Holdings, 30an unaffiliated entity under the partial control of Ilan Ben Ishay, ~~2023.~~a Ondirector ~~August~~on 14the board of Cannovation, ~~2022~~as well as each of Ms. Elharar Soffer and Mr. Ben Ishay in their personal capacities, ~~Citrine~~have Sprovided Aguarantees Lfor ~~Investment~~the repayment &of ~~Holding~~any ~~Ltd~~amounts that may be owing to Lender under the Credit Facility. ~~further~~Cannovation ~~extended~~has ~~this~~agreed ~~support~~to indemnify Ms. Elharar ~~through~~Soffer ~~June~~and ~~30,~~Mr. ~~2024~~Ben Ishay for any losses they incur as a result of the guarantee.

InOn ~~addition, on~~ March 67, 2023 ~~Cannovation and S.R. Accord Ltd.~~, ~~an Israeli company (“Lender”), entered into an 18-month credit facility agreement (~~the ~~“Credit~~Company ~~Facility”)~~issued ~~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 will determine the maturity date of the loan. 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 Facility2, ~~Cannovation granted the Lender a first priority lien on its rights to the 125~~154,~~000 sq~~677 ftshares ~~(11,687 sq meters)~~ of ~~industrial land in Yerucham (see note 4(1) below). The lien will become effective only if Cannovation utilizes~~ the ~~Credit~~Company’s 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, Israeli Subsidiary, (ii) Beezzhome and (iii) Netto Holdings, an unaffiliated entity under the partial control of Ilan Ben Ishay, a ~~director~~commitment ~~on the board of Cannovation, as well as each of Ms. Elharar Soffer and~~fee ~~Mr. Ben Ishay~~ in ~~their~~respect ~~personal~~of ~~capacities, have provided guarantees for~~ the ~~repayment~~provision 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.~~

~~On March 7, 2023, the Company issued to the Lender 2,154,677 shares of~~As ~~the Company’s common stock a commitment fee in respect~~ of the ~~provision of the Credit Facility. As of the~~ date of this report, Cannovation utilized ~~$50~~NIS1,000,000 ~~out~~( $280,000) of the credit line.

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 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, the companies Cannovation Center Israel Ltd.(renamed 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. See also Note 5 and 12D below.

The Company has no significant firm commitments that require it to remit cash and can control the level of expenses it incurs. Based on the Company’s current cash balances, and the access to the Credit Facility noted above, the Company believes it will have sufficient funds for its plans for the next twelve months from the issuance of these financial statements. As the Company is embarking on its business plan, it is incurring losses. It cannot determine with reasonable certainty when and if it will have sustainable profits.

COVID-19

On March 11, 2020, the World Health Organization declared the outbreak of a novel coronavirus (SARS-CoV-2) to be a global pandemic (COVID-19), which continues to spread throughout the world. The COVID-19 pandemic is having significant effects on global markets, supply chains, businesses, and communities. Specifically with respect to the Company, COVID-19 may impact various parts of its 2022 plans, operations and financial results, including but not limited to difficulties in obtaining additional financing. The Company considered the impact of COVID-19 on the estimates and assumptions and determined that there were no material adverse impacts on the consolidated financial statements for the year ended December 31, 2022. The Company believes it is taking appropriate actions to mitigate the negative impact, including by focusing its activities initially only within the country of Israel. However, the full impact of COVID-19 is unknown and cannot be reasonably estimated as these events are still developing.

F-9

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

The financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Citrine Global and its Israeli Subsidiaries, CTGL - Citrine Global Israel Ltd and Cannovation. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect ~~the~~ the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates include share-based compensation ~~and fair value measurements of the convertible notes~~. ~~Actual results could differ from those estimates.~~

Functional Currency and Foreign Currency Translation and Transactions.

The currency of the primary economic environment in which the operations of the Company and its subsidiaries are conducted is the U.S. dollar.

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net loss for the year.

Cash, cash equivalents and restricted cash

Cash equivalents are short-term highly liquid investments which include short term bank deposits (up to three months from date of deposit), that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the date acquired.

Restricted cash as of December 31, 2021 included a $10 thousands collateral account for the Company’s rent agreement and is classified in current assets (December 31, 2022, none).

Property, plant and equipment, net

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

2. Rates of depreciation:

% Computers and office equipment 7-33

2.	Rates of depreciation:	%

	Computers and office equipment	33-7

F-10

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Warrants on the Company’s shares

When the Company becomes a party to freestanding convertible instruments, the Company first analyzes the provisions of ASC 480 in order to determine whether the instrument should be classified as a liability, with subsequent changes in fair value recognized in the statements of operations in each period. Warrants to purchase Ordinary Shares are not within the scope of ASC 480, and as such the Company further analyzes the provisions of ASC 815-40 in order to determine whether the contract should be classified within equity or classified as a liability, with subsequent changes in fair value recognized in the statements of operations in each period.

Under ASC 815-40, contracts that are not indexed to the Company’s own stock are classified as liabilities recorded at fair value, The Company applies similar guidance to embedded conversion options that meet the definition of a derivative per ASC 815.

The Company reassesses the classification of a contract over its own equity under the guidance above at each balance sheet date. If classification changes as a result of events during the reporting period, the Company reclassifies the contract as of the date of the event that caused the reclassification. When a contract over own equity is reclassified from a liability to equity, gains or losses recorded to account for the contract at fair value during the period that the contract was classified as a liability are not reversed, and the contract is marked to fair value immediately before the reclassification.

Investments valued under the measurement alternative

The Company’s investments as described in ~~Notes~~Note 3 ~~are valued under the measurement alternative~~ include equity securities in other ~~proprietary investments~~companies for which the Company does not have significant influence or control and fair value is not readily determinable. Accounting Standard Update (“ASU”) 2016-01 requires equity securities to be recorded at cost and adjusted to fair value at each reporting period. However, the guidance allows for a measurement alternative, which is to record investments at cost, less impairment, if any, and subsequently adjust for observable price changes of identical or similar investments of the same issuer.

Due to the lack of readily determinable fair values for such investments, ~~for which~~ the Company ~~does not have significant influence, the Company~~ accounts for these investments under the measurement alternative at cost, less impairment.

The Company periodically performs qualitative impairment assessments on its investments recorded under the measurement alternative.

Impairment of long-lived assets

The Group’s long-lived assets are reviewed for impairment in accordance with ASC Topic 360, “Property, Plant and Equipment”, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. No indicators of impairment have been identified as of December 31, ~~2022~~2024 and ~~2021~~2023.

Derivatives

Derivative instruments are recognized on the balance sheet at their fair value, with changes in the fair value recognized as a component of financial expenses, net in the statements of operation.

Once determined, derivative liabilities and assets are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives.

Income taxes

The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes”. Accordingly, deferred taxes assets and liabilities are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial statement carrying amount and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are measured using the enacted tax rates expected to be in effect when these differences reverse. Valuation allowances in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized.

The Company accounts for uncertainty in income tax in accordance with ASC Topic 740, which prescribes detailed guidance for the financial statement recognition, measurement and disclosure of tax positions. According to ASC Topic 740, tax positions must meet a more-likely-than-not recognition threshold. Recognized tax positions are measured as the largest amount that is greater than 50 percent likely of being realized. The Company’s accounting policy is to classify interest and penalties relating to income taxes under income taxes, however the Company did not recognize such items in its fiscal 2022 and 2021 financial statements and did not record any unrecognized tax benefits.

F-11

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

~~Research~~Income ~~and development expenses~~ taxes

~~Research~~The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes”. Accordingly, deferred taxes assets and liabilities ~~development~~are ~~expenses~~determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial statement carrying amount and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are ~~charged~~measured using the enacted tax rates expected to ~~operations~~be asin ~~incurred~~effect when these differences reverse. Valuation allowances in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized.

The Company accounts for uncertainty in income tax in accordance with ASC Topic 740, which prescribes detailed guidance for the financial statement recognition, measurement and disclosure of tax positions. According to ASC Topic 740, tax positions must meet a more-likely-than-not recognition threshold. Recognized tax positions are measured as the largest amount that is greater than 50 percent likely of being realized. The Company’s accounting policy is to classify interest and penalties relating to income taxes under income taxes, however the Company did not recognize such items in its fiscal 2024 and 2023 financial statements and did not record any unrecognized tax benefits.

Basic and diluted loss per ordinary share

Basic loss per share of Common Stock is computed by dividing the loss for the period applicable to holders of shares of Common Stock, by the weighted average number of shares of Common Stock outstanding during the period. ~~However, in periods of net loss, only the convertible Preferred Stock are considered, since such shares have a contractual obligation to share in the losses of the Company.~~

In computing diluted loss per share, basic loss per share is adjusted to reflect the potential dilution that could occur upon the exercise of potential shares. Accordingly, in periods of net loss, no potential shares are considered due to their anti-dilutive effect on loss per share.

Stock-based compensation

The Company measures and recognizes the compensation expense for all equity-based payments based on their estimated fair values in accordance with ASC 718, “Compensation-Stock Compensation”. Share-based payments including grants of stock options are recognized in the statement of operation as an operating expense based on the fair value of the award at the date of grant. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model. The Company has expensed compensation costs, ~~net of estimated forfeitures,~~ applying the accelerated vesting method, over the requisite service period or over the implicit service period. The company’s accounting policy is to recognize forfeitures when they occur.

Fair value

Fair value of certain of the Company’s financial instruments including cash, accounts receivable, accounts payable, accrued expenses, convertible notes and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosure,” which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements.

Fair value, as defined by ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk.

Valuation techniques are generally classified into three categories: (i) the market approach; (ii) the income approach; and (iii) the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows:

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

F-12

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (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:

	Level 1		Level 2		Level 3		Total
	Balance as of December 31, 2022
	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:
Fair value of convertible component in convertible notes		-		-		161		161
Convertible component in convertible notes		-		-		40		40
Total liabilities		-		-		~~161~~40		~~161~~40

~~The following~~There ~~table~~are ~~presents~~no ~~the~~financial ~~changes~~instruments inmeasured at fair value as of ~~the level 3 liabilities for the period ended~~ December 31, ~~2022:~~2024.

~~SCHEDULE~~The OFfollowing ~~CHANGES~~table INpresents ~~FAIR~~the ~~VALUE~~changes OFin ~~LIABILITIES~~ fair value of the level 3 assets and liabilities for the years ended December 31, 2024 and 2023:

	Changes in Fair value
	US$ in thousands
Liabilities:
Outstanding at December 31, 2021		-
Initial recognition of convertible component as part of modification in note terms		201
Initial recognition of convertible component as part of convertible notes issued		103
Changes in fair value		(143	)
Outstanding at December 31, 2022		161

	Changes in Fair value
	US$ in thousands
Assets:
Outstanding at December 31, 2023		747
Fair value of assets, beginning balance		747
Changes in fair value		185
Changes in fair value		185
Expired		(932	)
Outstanding at December 31, 2024		-
Fair value of assets, ending balance		-

	Changes in Fair value
	US$ in thousands
Liabilities:
Outstanding at December 31, 2023		40
Fair value of liabilities, beginning balance		40
Convertible component in convertible notes classified as equity		13
Changes in fair value		(27	)
Outstanding at December 31, 2024		-
Fair value of liabilities, ending balance		-

F-13

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollars in thousands)

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

Concentrations of credit risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents as well as certain other current assets that do not amount to a significant amount. Cash and cash equivalents, which are primarily held in Dollars and New Israeli Shekels, are deposited with major banks in Israel and United States. Management believes that such financial institutions are financially sound and, accordingly, minimal credit risk exists with respect to these financial instruments. The Company does not have any significant off-balance-sheet concentration of credit risk, such as foreign exchange contracts, option contracts or other foreign hedging arrangements.

Contingencies

The Company records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred.

~~Recent~~Loan ~~Accounting~~Issuance ~~Pronouncements~~ costs

OnAs ~~October~~mentioned 1,in ~~2021~~Note 5, the Company ~~early~~has ~~adopted~~received ~~ASU~~a ~~No.~~credit ~~2020-06,~~line ~~Debt—Debt~~from ~~with~~a ~~Conversion~~lender. ~~and~~The ~~Other~~Company ~~Options~~has ~~(Subtopic~~issued ~~470-20)~~to ~~and~~the ~~Derivatives~~ lender and ~~Hedging—Contracts~~a inconsultant ~~Entity~~shares of the Company’s ~~Own~~common ~~Equity~~stock ~~(Subtopic~~as ~~815-40):~~a ~~Accounting~~commitment ~~for~~fee ~~Convertible Instruments and Contracts~~ in ~~an Entity’s~~respect ~~Own~~of ~~Equity~~the ~~(ASU~~provision ~~2020-06),~~of ~~which simplifies~~ the ~~accounting~~Credit ~~for~~Facility. ~~convertible~~The ~~instruments~~commitment byfee ~~reducing~~is ~~the number of accounting~~recognized ~~models~~as ~~available~~a ~~for~~prepaid ~~convertible debt instruments~~expense. ~~This~~Upon ~~guidance~~each ~~also~~utilization ~~eliminates~~of the ~~treasury~~credit ~~stock~~line, ~~method~~the toCompany ~~calculate~~recognizes ~~diluted~~a ~~earnings per~~proportionate ~~share~~part ~~for convertible instruments and requires the use~~ of the ~~if-converted~~commitment ~~method.~~fee ~~The adoption of this new standard did not have~~and arecords ~~material~~that ~~impact~~part onas ~~the consolidated~~ financial ~~statements~~expenses.

InRECENT ~~May~~ADOPTED ~~2021,~~ACCOUNTING the FASB issued ASU 2021-04—Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, which clarifies and reduces diversity in accounting for modifications or exchanges of freestanding equity-written call options that remain equity classified after modifications or exchanges based on the substance of the transactions. The amendments in this ASU are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The adoption of this new standard did not have a material impact on the consolidated financial statements.STANDARD

Segment Reporting: In November ~~2021~~2023, the FASB issued ASU ~~2021~~No. 2023-1007, ~~Government~~Segment ~~Assistance~~ Reporting (~~ASC~~Topic ~~832~~280).: ~~This~~Improvements ~~ASU~~to ~~increases~~Reportable ~~transparency~~Segment ofDisclosures requires ~~government~~incremental ~~assistance~~disclosures ~~including~~related ~~the~~to ~~disclosure~~an ofentity’s reportable segments, including (1i) significant segment expense categories and amounts for each reportable segment that are provided to the ~~types~~chief ofoperating ~~assistance~~decision maker (“CODM”), (2ii) an ~~entity’s~~aggregate ~~accounting~~amount ~~for~~and ~~the~~description ~~assistance,~~of ~~and~~other segment items included in each reported measure, (3iii) ~~the~~all ~~effect~~annual ofdisclosures ~~the~~about ~~assistance~~a onreportable ~~an entity~~segment’s profit ~~financial~~or ~~statements.~~loss ~~This~~and ~~ASU~~assets isrequired ~~expected~~by Topic 280 to ~~reduce~~ ~~diversity~~be disclosed in ~~the~~interim ~~recognition~~periods, ~~measurement,~~(iv) ~~presentation,~~the title and ~~disclosure~~position of ~~government~~the ~~assistance~~individual ~~received~~or the byname ~~business~~of ~~entities because~~the group identified as the CODM and (v) an explanation of how the ~~lack~~CODM uses the reported measures of ~~specific~~segment ~~authoritative~~profit ~~guidance~~or loss to assess performance and allocate resources to the segment. The ~~ASU~~standard ~~was~~improves ~~adopted~~transparency by ~~the~~providing ~~Company~~disaggregated onexpense ~~January~~information about 1,an ~~2022~~entity’s reportable segments. AsThe tostandard does not change the ~~grant~~definition of ~~industrial~~ ~~parcel~~a ofsegment, ~~land~~the atmethod afor ~~subsidized~~determining ~~price~~segments or ~~(see~~the ~~Note~~criteria ~~4),~~for ~~the~~aggregating ~~grant~~operating ~~was~~segments ~~recorded~~into ~~when~~reportable ~~there~~segments. This guidance is ~~reasonable~~effective ~~assurance~~for ~~the~~annual ~~conditions~~reporting periods ofbeginning ~~the~~after ~~subsidies~~December ~~will~~15, be2023, ~~met~~ and interim reporting periods beginning after December 15, 2024. The Company adopted the ~~subsidies~~ASU ~~will~~and beit did ~~received~~not have a material impact on its financial statement.

~~Other~~In ~~new~~June ~~pronouncements~~2022, the FASB issued ASU ~~but~~2022-03 (“ASU 2022-03”), ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” (“ASC 820”). ASU 2022-03 amends ASC 820 to clarify that a contractual sales restriction is not ~~effective~~considered asin measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. ASU 2022-03 applies to both holders and issuers of equity and Equity-Linked Securities measured at fair value. The amendments in ASU 2022-03 are effective for the Company in fiscal years beginning after December 3115, ~~2022~~2023, ~~are~~and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not ~~expected~~yet tobeen issued or made available for issuance. The Company adopted the ASU and it did not have a material impact on ~~the~~its ~~Company’s consolidated~~ financial ~~statements~~statement.

Accounting Standards Not Yet Adopted

Income Taxes: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this ASU add specific requirements for income tax disclosures to improve transparency and decision usefulness. The guidance in ASU 2023-09 requires that public business entities disclose specific categories in the income tax rate reconciliation and provide additional qualitative information for reconciling items that meet a quantitative threshold. In addition, the amendments in ASU 2023-09 require that all entities disclose the amount of income taxes paid disaggregated by federal, state, and foreign taxes and disaggregated by individual jurisdictions. The ASU also includes other disclosure amendments related to the disaggregation of income tax expense between federal, state and foreign taxes. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this update should be applied on a prospective basis and retrospective application is permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

F-14

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

In November 2024, the FASB issued ASU No. 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, which clarifies the requirements related to accounting for the settlement of a debt instrument as an induced conversion. The amendments in this update are effective for annual reporting periods beginning after December 15, 2025, including interim periods within those fiscal years. Early adoption is permitted. The Company are currently evaluating the impact of this guidance on our consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The ASU improves the disclosures about a public business entity’s expense and provides more detailed information about the types of expenses in commonly presented expense captions. The amendments require that at each interim and annual reporting period an entity will, inter alia, disclose amounts of purchases of inventory, employee compensation, depreciation and amortization included in each relevant expense caption (such as cost of sales, SG&A and research and development). Amounts remaining in relevant expense captions that are not separately disclosed will be described qualitatively. Certain amounts that are already required to be disclosed under currently effective U.S GAAP will be included in the same disclosure as the other disaggregation requirements. The amendments also require disclosing the total amount of selling expenses and, in annual reporting periods, the definition of selling expenses. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

NOTE 3 - INVESTMENT VALUED UNDER THE MEASUREMENT ALTERNATIVE

A. SCHEDULE OnOF ~~June~~INVESTMENTS ~~22,~~VALUED ~~2020,~~UNDER ~~the~~THE ~~Company~~MEASUREMENT entered into a share purchase agreement with Nanomedic Technologies Ltd., an Israeli private company and a related party as further described below (“Nanomedic”) as part of an A-1 funding round open only to existing Nanomedic shareholders and their affiliates. Nanomedic developed SpinCare™, a system that integrates electrospinning technology into a portable, bedside device, offering immediate wound and burn care treatment. The Company paid $450 thousand for A-1 preferred shares of Nanomedic and also received warrants to purchase A-1 preferred shares. Such investment represents a holding of approximately 3.3% in Nanomedic. The round raised approximately $2.2 million in total. Citrine S A L and certain of its partnerships, all affiliates of the Company, were already beneficial shareholders of Nanomedic immediately prior to the A-1 funding round. Ilan Ben-Ishay, a former director of the Company was already a beneficial shareholder of Nanomedic immediately prior to the A-1 funding round. Ora Elharar Soffer, chairperson and CEO of the Company, was already a director of both Nanomedic and its Israeli parent company Nicast Ltd. immediately prior to the A-1 funding round, and she was also already a beneficial shareholder of Nanomedic immediately prior to the A-1 funding round.ALTERNATIVE

The Company accounts for the investment in Nanomedic in accordance with the provisions of ASC 321, “Investments - Equity Securities”, and elected to use the measurement alternative therein. The investment will be re-measured upon future observable price change(s) in orderly transaction(s) or upon impairment, if any. No such observable price changes have occurred during 2022 and 2021.

	2024		2023
	December 31,
	2024		2023
	U.S. Dollars in thousands
Nanomedic Technologies Ltd. )See A below)		450		450
MyPlant Bio Ltd. (See B below)		153		153
iBOT Israel Botanicals Ltd. (See C below)		660		(*) 1,407
		1,263		2,010

~~B. On December 30, 2022, the Company, MyPlant Bio Ltd., a company incorporated under the laws of the State of Israel~~ (~~“MyPlant”~~*), ~~Cannasoul~~Include ~~Analytics~~shareholders ~~Ltd.,~~option ain ~~company~~amounts ~~incorporated under the laws~~ of ~~Israel~~$747 ~~(“Cannasoul”), and PurPlant Inc~~thousands., a 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 basis.

The Company purchased 10% of the outstanding MyPlant Shares from the Shareholders an aggregate of 44,328 ordinary shares of MyPlant (the “MyPlant Shares”) representing, on a fully diluted basis, in consideration of $444,444 payable by the issuance by the Company to the selling Shareholders of an aggregate of 9,259,250 shares of Citrine Global’s common stock par value $0.001 per share (the “Citrine Global Stock”). In addition, under the Share Purchase and Option Agreement, the Company was granted an option by the 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 Company shares to the selling shareholders based on the average sale price of the Citrine Global Stock on the trading day preceding the exercise of such option by Citrine Global, as reflected on the principal market on which the stock is then quoted or traded, up to 32,407,417 shares, 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 discretion, in cash or in the issuance to MyPlant of shares of the Company’s stock based on the average sale price of the Citrine Global Stock on the trading day preceding the exercise of such option by Citrine Global, as reflected on the principal market on which the stock is then quoted or traded up to 9,259,250 shares of Company’s Stock. Said options are exercisable through September 30, 2023 (the “Option Expiry Date”). If both the shareholders Option and the Company Options are exercised, 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

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.

F-15

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~Under~~NOTE ~~the~~3 ~~Share~~- ~~Purchase~~INVESTMENT ~~and~~VALUED ~~Option~~UNDER ~~Agreement,~~THE ~~MyPlant~~MEASUREMENT ~~granted~~ALTERNATIVE 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 Company 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 31, 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 Globalcont. ~~In addition, under the Share Purchase and Option Agreement, Cannasoul, MyPlant’s majority Shareholder, agreed to not compete with MyPlant’s activities.~~)

~~The~~ A. On June 22, 2020, the Company ~~was~~entered ~~granted~~into ~~observer~~a ~~rights~~share onpurchase ~~the~~agreement ~~MyPlant~~with ~~board~~Nanomedic ofTechnologies ~~Directors~~Ltd., ~~(the~~an ~~“MyPlant~~Israeli ~~Board~~private company and a related party as further described below (“Nanomedic”) as part of an A-1 funding round open only to existing Nanomedic shareholders and their affiliates. ~~Following~~Nanomedic ~~the~~developed ~~exercise~~SpinCare™, bya ~~Citrine Global~~system that integrates electrospinning technology into a portable, bedside device, offering immediate wound and burn care treatment. The Company paid $450 thousand for A-1 preferred shares of Nanomedic and also received warrants to purchase A-1 preferred shares. Such investment represents a holding of approximately 3.3% in Nanomedic. The round raised approximately $2.2 million in total. The Company accounts for the ~~Shareholders~~investment ~~Option~~in Nanomedic in accordance with the provisions of ASC 321, “Investments - Equity Securities”, and elected to use the ~~MyPlant~~measurement ~~Board~~alternative ~~shall~~therein. The investment will be ~~comprised~~re-measured ofupon ~~four~~future observable price change(4s) ~~directors~~in oforderly ~~which~~transaction(s) ~~MyPlant~~or ~~will~~upon beimpairment, ~~authorized~~if ~~to designate~~any. ~~two~~No of such ~~directors~~observable price changes have occurred during 2024 and 2023. See note 13I below.

The Company accounts for the investment in MyPlant in accordance with the provisions of ASC 321, “Investments - Equity Securities”, and elected to use the measurement alternative therein. The investment will be re-measured upon future observable price change(s) in orderly transaction(s) or upon impairment, if any.

	B.	On December 30, 2022, the Company, MyPlant Bio Ltd., a company incorporated under the laws of Israel (“MyPlant”), Cannasoul Analytics Ltd., a company incorporated under the laws of Israel (“Cannasoul”), and PurPlant Inc., a 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 basis

		The Company purchased from the Shareholders an aggregate 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. On January 12, 2023 the company issued the shares above.

		Said options are exercisable through September 30, 2023 (the “Option Expiry Date”). If both the shareholders Option and the Company Options are exercised, 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.

		In addition, under the Share Purchase and Option Agreement, the Company was 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 the Company’s 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.

		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 MyPlant’s valuation is less than $4.45 million, 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.

		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. As of December 31, 2023, the shareholders’ option expired, resulting in a $291 thousand reduction in fair value recognized in the statement of operations.

		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.

NOTE 4 - PROPERTY AND EQUIPMENT, NET

SCHEDULE OF PROPERTY PLANT AND EQUIPMENT

	2022			2021
	December 31,
	2022			2021
	U.S. Dollars in thousands
Computers and office equipment		10			10
Payment on land lease		224			248
Property and equipment, gross		234			258
Less - accumulated depreciation		(4	)		(2	)
Total property and equipment, net		230			256

In the years ended December 31, 2022 and 2021, depreciation expenses amounted to US$2.

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

During December 2021, Cannovation remitted to the Israeli Ministry of the Economy and the ILA the aggregate amount of NIS 688 thousand ($196 thousands on the date of payment) to obtain the rights to the Land. The discounted amount paid is part of the grant by the Israeli government under government programs to encourage industrial development in Southern Israel. The amount remitted represents the sum total amount that Cannovation is required to pay as the purchase price for the Land. In addition, the Israeli Ministry of Economy is also expected to cover approximately 30% of the building and equipment expenses. Cannovation is also expected to benefit from a reduced corporate tax rate which is intended to encourage industrial development in Southern Israel.

F-16

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 43 - ~~PROPERTY~~INVESTMENTS ~~AND~~VALUED ~~EQUIPMENT,~~UNDER ~~NET~~THE MEASUREMENT ALTERNATIVE (~~continue~~cont.)

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

	C.	On November 2, 2023, the Board of Directors the Company determined to seek an agreement with iBOT Israel Botanicals Ltd. (“iBOT”) pursuant to which the Company, would purchase, on an initial basis, a 19% equity stake in iBOT with an option to increase the Company’s equity holdings to 51% (the “Shareholders option”), 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

		In March 2024, the Company issued 70,370,370 shares to IBOT.

		As of June 30, 2024 the option has lapsed.

		The options to purchase IBOT’s 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.

~~The~~For ~~Company~~the ~~has~~purpose ~~also~~of ~~classified~~purchase ~~$24~~price ~~thousands~~allocation, the Company estimated the fair value of ~~related~~Shareholders ~~expenses~~Option tousing ~~land~~the ~~costs.~~Monte Carlo option pricing model using the following weighted average assumptions:

OnSCHEDULE ~~February~~OF 8,FAIR ~~2022,~~VALUE ~~Cannovation~~OF ~~Ltd~~SHAREHOLDERS ~~received~~OPTION ~~from~~USING ~~the~~MONTE ~~Israel~~CARLO ~~Land~~OPTION ~~Authority~~VALUATION (“ILA”) a counter-signed development agreement to purchase rights for long term lease to 11,687 square meters of Land for purposes of building the Green Vision Center Israel, which is intended to include factories, laboratories, logistics and a distribution center for plant based wellness and pharma products and solutions.ASSUMPTIONS

NOTE 5 – CONVERTIBLE NOTES

	December 31, 2023
Dividend yield		0	%
Risk-free interest rate		5.26	%
Expected term (years)		0.5
IBOT share price (U.S. dollars)		0.434
IBOT volatility		52.21	%

A. On April 1, 2020 the Company entered into a Convertible Note Purchase Agreement (the “CL Agreement”) with Citrine S A L , WealthStone Private Equity Ltd, WealthStone Holdings Ltd, Golden Holdings Neto Ltd, Beezz Home Technologies Ltd, Citrine Biotech 5 LP, Citrine High Tech 6 LP, Citrine High Tech 7 LP, Citrine 8 LP, Citrine 9 LP and Citrine Biotech 10 LP (together, the “Buyer”), all of which are affiliated with the Company. Under the CL Agreement, the Buyer agreed to purchase and the Company agreed to issue and sell, for up to an aggregate principal amount of up to $1,800 thousand, notes convertible into shares of Common Stock of the Company (the “Notes”), with a drawdown period starting on April 1, 2020 and ending upon the earlier of (i) 6 months thereafter and (ii) the consummation of a public offering by the Company. The fair CLvalue ~~Agreement originally provided that the Notes will bear an annual interest rate~~ of ~~six percent (6%) and that~~ the ~~conversion~~Shareholders ~~price~~Option ~~per~~as ~~share~~ of ~~Common~~December ~~Stock shall equal 85% multiplied by the market price (as defined in the Notes)~~31, ~~representing~~2023 awas ~~discount~~estimated ofat ~~15%,~~747 ~~and that each Note will mature 18 months following the payment date~~thousands.

OnBased ~~April~~on ~~19,~~the ~~2020 and June 12~~above, ~~2020,~~ the ~~Company~~fair ~~provided~~value ~~draw~~proportion ~~down~~allocation ~~notices~~as ~~under the CL Agreement for amounts~~ of ~~$170~~December ~~thousand and $1 million~~31, ~~respectively,~~ ~~which~~2023 ~~were~~was ~~received~~as ~~in cash by the Company.~~follows:

~~On June~~SCHEDULE ~~12,~~OF ~~2020,~~FAIR ~~the~~VALUE CLPROPORTION Agreement was amended (hereafter “Amendment”) to provide that for each draw down made by the Company under the CL Agreement, the Buyer shall be entitled to receive two types of warrants: A warrants and B warrants, with the A warrants exercisable at any time between 6 and 12 months after issuance for an exercise price per share equal to 1.25 times the average of the closing prices of the 3 trading days preceding the draw down, and the B warrants exercisable at any time between 6 and 24 months after issuance for an exercise price per share equal to 1.5 times the average of the closing prices of the 5 trading days preceding the draw down, and that the number of each of the A warrants and the B warrants issued will be equal to the draw down amount divided by the average of the closing prices of the 3 trading days preceding the draw down, and that these amended terms will apply in respect of all draw downs, including drawdowns made prior to the date of the amendment.ALLOCATION

On April 12, 2021, the parties to the Convertible Note Purchase Agreement (the “CL Agreement”) amended the CL Agreement to (i) change the annual interest on the Notes to nine percent (9%), applicable from January 1, 2021, (ii) ensure that the Company shall repay the loans at the time it consummates an investment in the amount of at least $5 million in the Company’s securities, and (iii) modify the exercise prices of each of the A Warrants and B Warrants to $0.10 per share, and the term of the A Warrants and B Warrants be extended by one year.

	December 31, 2023
Shareholders option	$	747
IBOT’s shares		660
	$	1,407

~~The~~As ~~Company~~of ~~concluded~~June ~~that~~30, ~~the change in term does not constitute a trouble debt restructuring. Thereafter~~2024, the ~~Company~~shareholders’ ~~applied~~option ~~the guidance in ASC 470-50~~expired, ~~Modifications~~resulting ~~and~~in ~~Extinguishments.~~a ~~The~~$747 ~~accounting~~thousand ~~treatment~~reduction isin ~~determined~~fair byvalue ~~whether~~recognized ~~terms~~in of the ~~new debt and original~~statement ~~debt~~of ~~are substantially different~~operations.

F-17

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 54 –- ~~CONVERTIBLE~~PROPERTY ~~NOTES~~AND ~~(cont’d)~~EQUIPMENT, NET

~~The~~SCHEDULE ~~new~~OF ~~debt~~PROPERTY ~~and~~AND the old debt are considered “substantially different” pursuant to ASC 470-50 when the present value of the cash flows under the terms of the new debt instrument is at least 10% different from the present value of the remaining cash flows under the terms of the original instrument (including the incremental fair value resulting from the change in the terms of the warrants held by the lender). If the original and new debt instruments are substantially differentEQUIPMENT, the original debt is derecognized and the new debt should be initially recorded at fair value, with the difference recognized as an extinguishment gain or loss. Based on the analysis, the Company concluded that the change in terms should be accounted for as an extinguishment.NET

The extinguishment resulted in a loss of $620 thousands (including of $361 thousands – change in the fair value of the warrants which is considered transaction cost).

	2024			2023
	December 31,
	2024			2023
	U.S. Dollars in thousands
Computers and office equipment		10			10
Payment on land lease		217			218
Property and equipment, gross		227			228
Less - accumulated depreciation		(10	)		(10	)
Total property and equipment, net		217			218

~~The~~In ~~fair value of~~ the ~~warrants~~years ~~was~~ended ~~estimated~~December ~~using~~31, ~~the~~2024 ~~Black-Scholes~~and ~~option~~2023, ~~pricing~~depreciation ~~model.~~expenses ~~The~~amounted ~~assumptions used~~ to ~~perform~~0 ~~the~~and ~~calculations are~~US$2 ~~detailed below:~~respectively.

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

~~SCHEDULE~~During December OF2021, ~~FAIR~~Cannovation ~~VALUE~~remitted OFto ~~WARRANT~~the ~~USING~~Israeli ~~ASSUMPTIONS~~ Ministry of the Economy and the ILA the aggregate amount of NIS 688 thousand ($196 thousands on the date of payment) to obtain the rights to the Land. The discounted amount paid is part of the grant by the Israeli government under government programs to encourage industrial development in Southern Israel. The amount remitted represents the sum total amount that Cannovation is required to pay as the purchase price for the Land.

Fair value of the warrants	A Warrant			B Warrant
Expected volatility (%)		150.5	%		158.7	%
Risk-free interest rate (%)		0.04	%		0.08	%
Expected dividend yield		0.0	%		0.0	%
Contractual term (years)		0.18			1.18
Conversion price		0.26			0.31
Underlying share price (U.S. dollars)		0.07			0.07
Fair value (U.S. dollars in thousands)		3			121

~~Fair~~The ~~value~~Company ofhas ~~the~~also ~~warrants~~capitalized ~~immediately~~$24 ~~after~~thousands ~~the~~of ~~change:~~related expenses as land costs.

Fair value of the warrants	A Warrant			B Warrant
Expected volatility (%)		158.7	%		158.7	%
Risk-free interest rate (%)		0.08	%		0.22	%
Expected dividend yield		0.0	%		0.0	%
Contractual term (years)		1.18			2.18
Conversion price		0.1			0.1
Underlying share price (U.S. dollars)		0.07			0.07
Fair value (U.S. dollars in thousands)		211			274

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

B. On June 24, 2021, the Company received from Citrine 8 LP, a related party, a convertible loan of $350 thousands made under and pursuant to the CL Agreement. Citrine 8 LP agreed to honor a Draw Down Notice for, and advanced to the Company, $350 thousands, under the terms of the CL Agreement. As provided for under the terms of the CL Agreement, Citrine 8 LP was also issued 10,500,105 A warrants and 10,500,105 B warrants for shares of common stock, where the A warrants are exercisable beginning December 24, 2021 through December 24, 2023 and the B warrants, in each case at a per share exercise price of $0.10 (the “June 24 Agreement”).

F-18

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – ~~CONVERTIBLE~~SHORT ~~NOTES~~TERM ~~(cont’d)~~LOANS

~~Convertible Component~~A. On March 6, 2023 Cannovation and S.R. Accord Ltd., an Israeli company (“Lender”), entered into an 18-month credit facility agreement (the “Credit Facility”) pursuant to which Lender has committed to fund Cannovation in an aggregate amount of NIS 3,000,000 (approximately $857,000), as needed. At the ~~Loan~~time of each draw down, Cannovation and Lender will determine the maturity date of the loan. All amounts drawn under the Credit Facility will bear interest at 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 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 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, on such terms and conditions as the parties may agree. As additional security for any payments due to Lender, (i) the Israeli Subsidiary, (ii) Beezhome 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 7, 2023, the Company issued to the Lender and a consultant 3,232,016 shares of the Company’s common stock as a commitment fee in respect of the provision of the Credit Facility (valuated at $123 thousand). As of December 2023 and 2024, Cannovation utilized NIS660,000 ( $182,000) of the credit line.

~~The~~See ~~fair~~also ~~value~~Note of12A ~~the~~below ~~conversion~~and ~~feature~~Note ~~(hereafter~~1 ~~“Convertible Component”) was estimated using the Monte Carlo Simulation Model to compute the Convertible Component’s fair value~~above. ~~The assumptions used to perform the Monte-Carlo simulation model on June 24, 2021 were consistent with those utilized in the Company’s Black-Scholes valuation for stock options are detailed below:~~

~~SCHEDULE~~B. OFOn ~~FAIR~~February ~~VALUE~~9, OF2024, ~~OPTION~~the ~~USING~~Company ~~ASSUMPTIONS~~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. As of December 31, 2024, the Company repaid the entire outstanding amounts on the note.

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

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

Warrants

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

The assumptions used to perform the calculations are detailed below:

SCHEDULE OF FAIR VALUE OF WARRANT USING ASSUMPTIONS

	A Warrant			B Warrant
Expected volatility (%)		156.8	%		156.8	%
Risk-free interest rate (%)		0.37	%		0.59	%
Expected dividend yield		0.0	%		0.0	%
Contractual term (years)		2.5			3.5
Conversion price		0.1			0.1
Underlying share price (U.S. dollars)		0.03			0.03
Fair value (U.S. dollars in thousands)		184			220

Fair Value Proportional Allocation for the June 24 Agreement

The fair value of the note was estimated at $308 thousands. The note is accounted for according to the effective interest method.

Based on the above, the fair value proportion allocation as of June 24, 2021 was as follows:

SCHEDULE OF FAIR VALUE OF DEBT

	June 24, 2021 (US dollars in thousands)
Conversion Component	$	117
Warrants		172
Convertible Notes		61
Total	$	350

F-19

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 56 – CONVERTIBLE NOTES ~~(cont’d)~~

CA. On ~~August~~January 1330, ~~2021,~~2023 ~~the~~Citrine ~~Company~~S ~~and~~A L Hi Tech 7 LP agreed to change the ~~holders~~terms of this loan, which amounted to $183,~~520~~000 ~~thousands~~(including inaccrued ~~principal~~interest) ~~amount~~such that such terms shall be adjusted on a pro-rata basis, to those terms applicable to the Company’s convertible notes then outstanding under the CLConvertible Note Agreement. asAs ~~detailed~~provided infor under the terms of the Convertible Note 5AAgreement, Citrine 7 will be issued 6,666,667 warrants for shares of common stock, where the Series A and 5BB ~~above~~warrants are exercisable through August 9, ~~entered~~2027 ~~into~~at an ~~additional~~exercise ~~agreement~~price ~~pursuant~~of to$0.05 ~~which,~~per ~~among~~share. ~~other~~The ~~things~~Company concluded that the change in term does not constitute a troubled debt restructuring. Thereafter, the ~~following~~Company applied the guidance in ASC 470-50, Modifications and Extinguishments. The accounting treatment is determined by whether terms ~~were~~of ~~effected:~~the new debt and original debt are substantially different.

~~(i)~~The following ~~Extension~~are of the ~~maturity~~data date on the Outstanding CL Notes to July 31, 2023, provided, that if the Company consummates prior to maturity an investment of at least $5 million of the Company’s securities, then the Company shall repay the principal amount and ~~accrued~~assumptions interest of the Notes from such proceeds; (ii) Amendment of the conversion price on the Outstanding CL Notes to a fixed conversion price of $0.10 per share; and (iii) Confirming the agreement of the holders of the Outstanding CL Notes to honor draw down notice for balance of remainder of the $1,800 thousands originally committed to under the CL Agreement (i.e., $280 thousands) through March 31, 2022.used:

~~The Company~~SCHEDULE ~~concluded~~OF ~~that~~WARRANT ~~the~~USING ~~change in term constitutes a trouble debt restructuring, due to its financial condition and the relief that the abovementioned changes provided.~~ASSUMPTIONS

Therefore, the Company concluded that the change in terms should be accounted for as a modification. A new effective interest rate was established based on the carrying value of the debt and the revised cash flows.

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

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

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

~~The~~Since ~~fair value of~~ the ~~conversion~~original ~~feature~~and ~~(hereafter~~new ~~“Convertible~~debt ~~Component”)~~instruments ~~was~~are ~~estimated~~substantially ~~using~~different, the ~~Monte-Carlo~~original ~~simulation~~debt ~~model to~~was ~~compute~~derecognized ~~the~~and ~~Convertible Component’s fair value. The assumptions used to perform~~ the ~~Monte-Carlo~~new ~~simulation~~debt ~~model~~was ~~were~~recorded ~~consistent~~at ~~with~~fair ~~those~~value, ~~utilized~~with in the ~~Company’s~~difference ~~Black-Scholes~~recognized ~~valuation~~as ~~for~~an ~~stock~~extinguishment ~~options are detailed below:~~loss.

~~SCHEDULE~~The OFextinguishment ~~FAIR~~resulted ~~VALUE~~in OFa ~~CONVERTIBLE~~loss ~~FEATURE~~of ~~USING~~$266 ~~VALUATION~~thousands, ~~ASSUMPTIONS~~ included in the statements of operations as “Expenses related to convertible loan terms”.

Loan #1 that was amended on August 13, 2021:

	August 13, 2021
Expected volatility (%)		149.04	%
Risk-free interest rate (%)		0.05	%
Expected dividend yield		0.0	%
Contractual term (years)		0.34
Conversion price		- (*)
Underlying share price (U.S. dollars)		0.05
Convertible notes amount		1,312
Fair value of the conversion feature (U.S. dollars in thousands)		379

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

F-20

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 56 – CONVERTIBLE NOTES (cont’d)

~~Loan~~The #2components ~~that~~of ~~was~~the ~~amended~~new onloan ~~August~~were ~~13,~~valuated ~~2021~~as follows:

	August 13, 2021
Expected volatility (%)		151.48	%
Risk-free interest rate (%)		0.13	%
Expected dividend yield		0.0	%
Contractual term (years)		1.36
Conversion price		- (*)
Underlying share price (U.S. dollars)		0.05
Convertible notes amount		397
Fair value of the conversion feature (U.S. dollars in thousands)		115

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

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

D. On January 5, 2022, Citrine 9 LP, one of the Buyer entities (hereinafter “Citrine 9”) agreed to honor a Draw Down Notice (as defined in the Convertible Note Agreement) for, and has advanced to the Company, $180 thousands on the same terms and conditions as are specified in the Convertible Note Agreement. The maturity date of the loan is the earlier of July 31, 2023 or at such time as the Company shall have consummated an investment of at least $5 million in Company securities. The annual interest on the loan continues to be nine percent (9%). The principal and interest payment on the Note shall be made in New Israeli Shekels (NIS) at the conversion rate which was in effect on the date on which the loan was advanced.

As provided for under the terms of the Convertible Note Agreement, Citrine 9 will be issued 6,666,667 Series A warrants and 6,666,667 Series B warrants for shares of common stock, where the Series A warrants are exercisable beginning July 5, 2022 through July 5, 2024 and the Series B warrants are exercisable beginning July 5, 2022 through July 5, 2025, in each case at an exercise price of $0.05 per share.

The Company allocated the proceeds received to the freestanding components – the convertible loan, A Warrants and B Warrants, based on their relative fair values, since all three components will not be subsequently measured at fair value (see below).

Conversion feature

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

The fair value of the convertible component was estimated by third party appraiser as weighted average of the two possible scenarios of the total convertible notes amount conversion (~~each,~~20% 50probability for scenario 1 and 80% probability for scenario 2):

F-21

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – CONVERTIBLE NOTES (cont’d)

The scenario in which the convertible loan would be converted prior to its maturity (scenario 1) was estimated by the appraiser using the Black-Scholes option pricing model, to compute the fair value of the derivative and to market the fair value of the derivative at each balance sheet date. The following are the data and assumptions used as of issuance dates and as of the balance sheet date:

	January 5, 2022
	January 30, 2023
Dividend yield (%)		0	%
Risk-free interest rate (%)		04.6556	%
Expected term (years)		1.5733
Volatility		~~154~~123.865	%
Share price (U.S. dollars)		0.~~025~~044
Exercise price (U.S. dollars)		0.05
Fair value of the conversion feature (U.S. dollars in thousands)		56

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 ~~using~~at ~~the~~no ~~Black-Scholes option pricing model, to compute the~~ fair value ofsince ~~the~~it ~~derivative~~was ~~and~~estimated tothat ~~market~~along ~~the~~with ~~fair~~such ~~value of~~raise the ~~derivative~~convertible atloans ~~each~~would ~~balance~~be ~~sheet~~converted ~~date.~~at ~~The following are the data and assumptions used as of issuance dates and as of the balance~~market ~~sheet date:~~price.

~~SCHEDULE~~The OFfair ~~FAIR~~value ~~VALUE~~of OFthe ~~CONVERTIBLE~~convertible ~~FEATURE~~component ~~USING~~was ~~VALUATION~~estimated ~~ASSUMPTIONS~~ by the third-party appraiser after giving effect to the weighted average of the two possible scenarios as of issuance dates was $8 thousands.

	January 5, 2022
Dividend yield (%)		0	%
Risk-free interest rate (%)		0.40	%
Expected term (years)		0.99
Volatility		158	%
Share price (U.S. dollars)		0.025
Exercise price (U.S. dollars)		0.05
Fair value of the conversion feature U.S. dollars in thousands)		40

The fair value of the convertible component was estimated by the third-party appraiser after giving effect to the weighted average of the two possible scenarios as of issuance dates was $48 thousands.

Warrants

The fair value of the warrants as of ~~the~~January ~~drawdowns~~30, ~~dates~~2023 was estimated at $~~255~~268 thousands using the Black-Scholes option-pricing model and is is presented within the consolidated statements of changes in shareholders equity (deficit).

~~The following are the data and assumptions used:~~F-21

Warrants A
Dividend yield	0	%
Risk-free interest rate	0.96	%
Expected term (years)	2.5
Volatility	159.70	%
Share price (U.S. dollars)	0.025
Exercise price (U.S. dollars)	0.05
Fair value of the warrants (U.S. dollars in thousands)	119

Warrants B
Dividend yield	0	%
Risk-free interest rate	1.18	%
Expected term (years)	3.5
Volatility	159.70	%
Share price (U.S. dollars)	0.025
Exercise price (U.S. dollars)	0.05
Fair value of the warrants (U.S. dollars in thousands)	136

F-22

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 56 – CONVERTIBLE NOTES (cont’d.)

~~Fair Value~~B. ~~Proportional~~On ~~Allocation~~January 30, 2023 the Company and each of Citrine High Tech 7 LP (“LP 7”), Citrine 8 LP (“LP 8 “) and Citrine 9 LP (“LP 9”; together with LP 7 and LP 8, the “Lending LP”), the lending entities under and parties to the Convertible Note Purchase Agreement entered into by the Company and several related parties in April 2020, as subsequently amended (the “CL Agreement”), have entered into an agreement (the “Agreement”) pursuant to which they have agreed to extend the maturity date on all outstanding convertible loans in the principal amount of $1,800,000 under the CL Agreement to May 31, 2024.

~~The~~In ~~fair~~addition, ~~value~~under the Agreement 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 ~~note~~above ~~was~~mentioned ~~estimated~~notes to shares of the Company’s common stock at ~~$154~~a ~~thousands.~~conversion ~~The~~price ~~note~~equal isto ~~accounted~~the price paid by the public investors for ~~according~~the tocommon stock in the ~~effective~~offering ~~interest~~accompanying ~~method~~the listing.

~~Based~~The onCompany concluded that the above, ~~the~~mentioned ~~fair~~change ~~value~~in ~~proportion~~terms ~~allocation~~constitutes asa oftroubled ~~January~~debt 5restructuring, ~~2022~~due ~~was~~to asits ~~follows:~~financial condition and the concession that the above mentioned changes provided.

	January 5, 2022 (US dollars in thousands)
Conversion Component	$	48
Warrants		100
Convertible Notes		32
Total	$	180

E. On May ~~January 5~~9, ~~2022~~2023, the Company’s ~~and~~Board ~~the~~determined ~~related~~to ~~entities~~provide ~~who~~that ~~are~~until the ~~signatory~~earlier ~~lenders~~of ~~(hereinafter~~the satisfaction in full of the ~~“Buyers”)~~convertible ~~under~~loans or the ~~Convertible~~termination ~~Loan~~of ~~Agreement~~the ~~dated~~exercise asperiod of ~~April~~the 1warrants for an aggregate of 62,178,554 ~~2020~~shares previously issued to the Lending LPs (the “~~CL Agreement~~Warrants”), ~~with~~if the Company’s ~~entered~~common ~~into~~stock were to be listed on the ~~Fourth~~Nasdaq ~~Amendment~~Stock Market and the per share public price of the offering accompanying such listing is less than the then current exercise price of the Warrants, then the Warrant exercise price shall be adjusted to that of the CLpublic ~~Agreement~~offering ~~pursuant~~price, provided that if such listing and accompanying offering do not occur by September 30, 2023, then the exercise price of the Warrants shall remain at its then current exercise price or may be adjusted to ~~which~~a lower exercise price as determined by Company’s Board and in agreement with the ~~following~~Lending ~~was~~LPs. ~~agreed~~As the offering has not been achieved by June 26, 2023, the Board decided that the Warrant exercise price shall remain unchanged at $0.05 and also provide that the upon future the implementation of the reverse split, the Warrants per share exercise price would be unaffected by the reverse split and would remain at $0.05 though the number of warrant shares would be subject to: the reverse stock split.

~~(i)~~C. ~~The~~On ~~principal~~November ~~and~~14, ~~accrued~~2023, ~~interest on all outstanding loans in~~ the ~~aggregate~~holders ~~principal amount~~ of ~~$1,800,000 are to be repaid in New Israeli Shekels (NIS) at~~ the ~~conversion~~convertible ~~rate~~loans inissued ~~effect~~under on the ~~date~~Loan onAgreement which ~~the~~is ~~loan~~comprised ~~was~~of ~~advanced;~~Citrine ~~(ii)~~SAL ~~The~~High ~~conversion~~Tech ~~price~~7 onLP, ~~all~~Citrine ~~outstanding~~SAL ~~notes~~Biotech ~~under~~8 ~~the~~LP, CLand ~~Agreement~~Citrine ~~was~~SAL ~~adjusted~~Biotech to9 aLP ~~conversion~~(collectively, ~~price~~the of“LPs”) ~~$0.05~~entered ~~per~~into ~~share~~a ~~(iii)~~binding ~~The~~LOI ~~exercise~~pursuant ~~price~~to onwhich ~~all~~the ~~outstanding~~LPs ~~warrants~~agreed ~~issued~~to inextend ~~connection~~the ~~with~~maturity ~~advances~~date ~~made~~of ~~under~~ the CLconvertible ~~Agreement~~loans ~~was~~from ~~adjusted~~May 2024 to anDecember ~~exercise~~31, ~~price of $0~~2024.~~05 per share.~~

The Company concluded that the change in terms does not ~~give~~constitute ~~rise to~~ a ~~trouble~~troubled debt restructuring, as noit doesn’t include a concession in ~~was~~the ~~given~~present tovalue of the debt .The Company concluded that the change in terms should be accounted for as a non-substantial modification, with a new effective interest rate established based on the carrying value of the debt and revised cash flows.

Therefore, the Company went on to assess the whether the terms of the modified note are substantially different. The Company concluded that the change in terms should be accounted for as a debt extinguishment.F-22

In accordance with ASC 815-15-35-4, since the embedded conversion option in the convertible debt meets the bifurcation criteria, the fair value of the conversion component calculated as of January 5, 2022, in the amount of $162 thousands, was reclassified from shareholders equity to liability at that date.

F-23

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 56 – CONVERTIBLE NOTES (cont’d.)

FD. OnAs ~~July~~of ~~15,~~December ~~2022~~31, ~~Citrine 9 LP~~2023, ~~(hereinafter~~the ~~“Citrine~~fair ~~9”),~~value ~~one~~ of the ~~related~~convertible ~~entities~~component ~~and~~was aestimated ~~signatory lender (to the Convertible Note Purchase Agreement entered into~~ by ~~the~~third ~~Company~~party ~~and~~appraiser ~~several related parties (hereinafter the “Buyers”) in April 2020,~~ as ~~subsequently~~weighted ~~amended~~average ~~(the~~of ~~“CL Agreement”) agreed to honor a Draw Down Notice for, and has advanced to~~ the ~~Company,~~two ~~$100,000~~possible onscenarios ~~the~~of ~~same terms and conditions as are specified in~~ the CLtotal ~~Agreement.~~convertible ~~The~~notes ~~annual~~amount ~~interest~~conversion ~~on the loan continues to be nine percent~~ (920%). ~~The~~probability ~~principal~~for ~~and~~scenario ~~interest~~1 payment on the Note are to be made in New Israeli Shekels (NIS) at the conversion rate which was in effect on the date on which the loan was advanced. In connection with the loan, Citrine 9 is entitled to 8,333,333 Series A warrants and ~~8,333,333~~80% ~~Series~~probability ~~B warrants~~ for ~~shares~~scenario of common stock, where the Series A warrants are exercisable beginning January 15, 2023 through July 15, 2024 and the Series B warrants are exercisable beginning January 15, 2023 through July 15, 2025, in each case at an exercise price of $0.05 per share. On August 9, 2022, the Company’s board of directors agreed to extend the maturity date on the loans to October 31, 2023, subject to approval of Citrine 9 to such extension, and to extend the exercise period of the warrants through August 9, 2027.2):

Conversion feature

	July 15, 2022
Dividend yield		0	%
Risk-free interest rate		3.12	%
Expected term (years)		1
Volatility		146.4	%
Share price (U.S. dollars)		0.012
Exercise price (U.S. dollars)		0.05
Fair value of the conversion feature (U.S. dollars in thousands)		6

F-24

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – CONVERTIBLE NOTES (cont’d)

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 using the Black-Scholes option pricing model, to compute the fair value of the derivative and to market the fair value of the derivative at each balance sheet date. The following are the data and assumptions used as of issuance dates and as of the balance sheet date:

	July 15, 2022
Dividend yield		0	%
Risk-free interest rate		2.86	%
Expected term (years)		0.46
Volatility		125.9	%
Share price (U.S. dollars)		0.012
Exercise price (U.S. dollars)		0.05
Fair value of the conversion feature (U.S. dollars in thousands)		1

The fair value of the convertible component was estimated by the third-party appraiser after giving effect to the weighted average of the two possible scenarios as of issuance dates was $4 thousands.

Warrants

The fair value of the warrants as of the drawdowns dates was estimated at $115 thousands using the Black-Scholes option-pricing model and is presented within the consolidated statements of changes in shareholders equity (deficit).

The following are the data and assumptions used:

Warrants A
Dividend yield	0	%
Risk-free interest rate	3.13	%
Expected term (years)	2
Volatility	153.1	%
Share price (U.S. dollars)	0.012
Exercise price (U.S. dollars)	0.05
Fair value of the warrants (U.S. dollars in thousands)	50

Warrants B
Dividend yield	0	%
Risk-free interest rate	3.14	%
Expected term (years)	3
Volatility	148.6	%
Share price (U.S. dollars)	0.012
Exercise price (U.S. dollars)	0.05
Fair value of the warrants (U.S. dollars in thousands)	64

F-25

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – CONVERTIBLE NOTES (cont’d)

Fair Value Proportional Allocation

The fair value of the note was estimated at $93 thousands. The note is accounted for according to the effective interest method.

Based on the above, the fair value proportion allocation as of July 15, 2022 was as follows:

	July 15, 2022 (US dollars in thousands)
Conversion Component	$	4
Warrants		55
Convertible Notes		41
Total	$	100

G. On August 9, 2022, the board of directors of the Company agreed to the following:

1. The maturity date on all of the outstanding convertible loans under the CL Agreement was extended to October 31, 2023 (from July 31, 2023); and

2. The exercise period on all of the outstanding Series A and Series B warrants issued to date in connection with the convertible loans under the CL Agreement was extended to August 9, 2027

The Company concluded that the change in terms does not give rise to a trouble debt restructuring, as no concession

was given to the Company.

Therefore, the Company went on to assess whether the terms of the modified note are substantially different. The Company concluded that the change in terms of the loans should be accounted for as a debt extinguishment.

Following the abovementioned amendment on August 9, 2022, the changes in the fair value of the conversion component and the warrants in the amount of $51 thousands and $354 thousands, respectively were recorded as interest expenses.

As of December 31, 2022, 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):

The scenario in which the convertible loans would be converted prior to its maturity (scenario 1) was estimated by the appraiser using the Black-Scholes option pricing model, to compute the fair value of the derivative and to market the fair value of the derivative at each balance sheet date. The following are the data and assumptions used as of the balance sheet date:

	December 31, 2022
	December 31, 2023
Dividend yield		0	%
Risk-free interest rate		45.7426	%
Expected term (years)		~~0.83~~1
Volatility		~~147~~117.712	%
Share price (U.S. dollars)		0.~~038~~02
Exercise price (U.S. dollars)		0.05
Fair value of the conversion feature (U.S. dollars in thousands)		~~694~~198
Weighted fair value based on scenario probability (U.S. dollars in thousands)		40

~~F-26~~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 December 31, 2023 was $40 thousands.

The Company became a delinquent filer during Q2 2024 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.

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, Citrine LP 8, and Citrine LP 9. The aggregate principal was converted into 176,010,600 shares of common stock at a conversion price of $0.01 per share. 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. 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 13F above

Accrued interest on the converted notes remains payable in cash and shall be repaid once the Company raises gross proceeds of at least $5 million. Furthermore, prior to or as part of the Company’s Nasdaq listing process, if any investor purchases shares at a price per share lower than the conversion price, the number of conversion shares and warrants, as well as the warrant exercise price, shall be retroactively adjusted to reflect such lower price. However, this price protection will be waived if required by Nasdaq or any underwriter as a condition to listing or public offering.

F-23

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 57 – ~~CONVERTIBLE NOTES (cont~~SHAREHOLDERS’d) EQUITY

	December 31, 2022
Dividend yield		0	%
Risk-free interest rate		4.69	%
Expected term (years)		0.16
Volatility		166.9	%
Share price (U.S. dollars)		0.038
Exercise price (U.S. dollars)		0.05
Fair value of the conversion feature (U.S. dollars in thousands)		260

H. On August 9, 2022, the Board agreed to issue to the related entities who advanced an aggregate of $1,170 thousands in convertible loans under the CL Agreement on or before June 15, 2020 warrants for a total 5,589,172 shares of common stock, exercisable through August 9, 2027 at a per share exercise price of $0.05, in replacement of the Series A warrants for an identical number of shares issued in June 2020 in connection with such loans, which had expired. The issuance was accounted for as part of loan modification described in Note 5G.

The fair value of the warrants as of the drawdowns dates was estimated at $98 thousands using the Black-Scholes option-pricing model and is presented within the consolidated statements of changes in shareholders deficit.

The following are the data and assumptions used:

Warrants A
Dividend yield (%)	0	%
Risk-free interest rate (%)	2.97	%
Expected term (years)	5
Volatility	152.9	%
Share price (U.S. dollars)	0.02
Exercise price (U.S. dollars)	0.05
Fair value of the warrants (U.S. dollars in thousands)	98

I. On September 30, 2022, the Company received a loan from Citrine S A L Hi Tech 7 LP, an Israeli limited partnership and an affiliated entity (the “Lender”), in the principal amount of $80,000. The loans bears interest at 12% per annum and is scheduled to mature on December 15, 2022. The principal and interest payment on the loan are to be made in New Israeli Shekels (NIS) at the exchange rate which was in effect on the date on which the loan was advanced. The Lender has the option, upon written notice to the Company and subject to the Company’s consent, to extend the maturity date of the loan (the “Maturity Date extension Notice”). The Lender is to provide the Maturity Date extension Notice by no later than December 5, 2022. The lender did not provide such a notice by December 31, 2022. See note 11a below.

In the event that the Company agrees to such extension, the terms of this loan shall be adjusted on a pro-rata basis, to those terms applicable to the Company’s convertible notes then outstanding under the Convertible Note Agreement, date as of April 1, 2020, as subsequently amended, amongst the Company and the affiliated parties thereto (of which the Lender is a party).

F-27

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 – SHAREHOLDERS’ EQUITY

Description of the rights attached to the Shares in the Company:

Common Stock:

Each share of Common Stock entitles the holder to one vote, either in person or by proxy, at meetings of stockholders. The holders of Common Stock are not permitted to vote their shares cumulatively. Accordingly, the holders of the Company’s Common Stock who hold, in the aggregate, more than fifty percent of the total voting rights can elect all of the directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of Common Stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law.

Transactions:

On ~~February~~March 157, ~~2022~~2023, the Company ~~signed~~issued ~~an investor relations service agreement with a consultant pursuant~~ to ~~which~~SR ~~the~~ACCORD ~~Company agreed to pay the consultant a monthly retainer of $5~~2,~~000 and in addition~~154,677 ~~to issue the consultant 1,800,000 restricted~~ shares of ~~common stock, to be issued in three tranches. In~~ the ~~event that the agreement is terminated prior to the issuance date, the remaining share obligation shall be void. On July 28, 2022, by mutual agreement the~~ Company’s ~~and~~common ~~the~~stock ~~counterparty~~a ~~consultant~~commitment ~~terminated~~fee ~~the~~in ~~agreement~~respect ~~and~~of the ~~Company~~ ~~agreed~~provision toof ~~issue to~~ the ~~counterparty~~Credit ~~consultant 600,000 restricted shares~~Facility. ~~On August 26, 2022 the Company issued the shares to the consultant.~~ The Company ~~estimated~~determined the value of the shares issued at $82,000 based on the share price at the agreement date atof which $1318 ~~thousand~~thousands ~~and~~ were recorded as ~~share~~finance ~~based~~expenses ~~compensation~~and the remaining were recorded as pre-paid expenses.

On ~~August~~March 2618, ~~2022~~2023, the Company issued ~~535~~to a consultant 1,~~867~~077,339 shares toof ~~Intelicanna~~the ~~Ltd~~Company’s common stock in respect toof ~~its~~the ~~strategic~~provision ~~partnership~~of the ~~agreement~~Credit ~~signed~~Facility. The Company determined the value of the shares issued at $41,000 based on ~~May~~the share price at the agreement date ~~31,~~of ~~2020~~which $9 thousands were recorded as finance expenses and the remaining were recorded as pre-paid expenses.

~~NOTE~~On 7May –25, ~~STOCK~~2023, ~~OPTIONS~~the Company issued a consultant 9,000,000 shares of the Company’s common stock in respect of 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 $278 thousands were recorded as marketing, general and administrative expenses and the remaining were recorded as pre-paid expenses.

On ~~August~~November 1528, ~~2021~~2023, the Company’s ~~board~~issued ofa ~~directors~~consultant ~~determined to increase the number of shares reserved for issuance under the 2018 Stock Incentive Plan (the “2018 Plan”) to 90~~8,000,000 shares of ~~common stock thereunder and recommended to~~ the Company’s ~~shareholders to~~common ~~approve~~stock ~~the increase~~ in ~~the~~respect ~~pool.~~of services. The ~~Board~~Company ~~also~~ determined tothe ~~grant~~value ~~to each~~ of ~~Ilanit Halperin and David Kretzmer, directors of~~ the ~~Company,~~ ~~a grant of options to purchase 9,425,680~~ shares ofissued ~~common stock, and Doron Birger, a Company director, options to purchase 2,365,420 shares, in each case~~ at ~~per share exercise price of~~ $~~0.05 per share. The options vest over a two year period~~160, ~~in eight (8) equal installments, with the first instalment~~000 ~~vesting~~based on the ~~third~~share ~~month~~price ~~anniversary~~at ofthe ~~each~~agreement ~~individual’s start~~ date ~~and~~which ~~each~~were ~~further instalment on each subsequent third month~~recorded ~~anniversary,~~as ~~where the start date is~~marketing, ingeneral ~~the case of Ilanit Halperin February 27, 2020, in the case of Doron Birger September 20, 2020~~ and inadministrative ~~the case of David Kretzmer is March 1, 2021, subject to such individual’s continued service with the Company~~expenses. ~~These options expire after 5 years from the grant date. The total recognized tax benefit related to the share based payments, after valuation allowance, totaled to zero.~~

FOn August 2, 2024, the Company and X Group Fund of Funds Limited Partnership formed under the laws of Michigan (“X Group”) entered into a term sheet agreement-28in-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.

The parties also agreed that upon completing of the investment, X Group will be entitled to recommend two (2) additional director nominees who meet US Exchange standards to the board of directors of Citrine Global for its consideration. Subject to completion of the investment, X Group or an affiliate thereof shall enter into a consulting agreement with Citrine Global in consideration of 25,000,000 shares of common stock Citrine

Global, with such vesting schedule as the parties shall the agree.

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

F-24

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 78 – STOCK OPTIONS ~~(continue)~~

On ~~December~~March 295, ~~2021~~2023, the Board of the Company determined that in the event that the Company’s ~~board~~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 ~~approved~~immediately vest at such time. In addition, the ~~grants~~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 ~~options~~date of termination to exercise any option that was vested at the time of the termination of services.

The ~~fair~~following ~~value~~table atpresents ~~December 29, 2021 was determined using~~ the ~~Black-Scholes~~Company’s ~~pricing~~stock ~~model,~~option ~~assuming~~activity afor ~~risk~~employees ~~free rate of 1.29%, a volatility factor of 152.1%, dividend yields of 0%~~ and andirectors ~~expected life~~ of ~~5 years.~~the ~~The~~ Company ~~estimated~~for the ~~fair~~year ~~value~~ended ~~of each option granted at~~ December 29 31, ~~2021~~2024 atand ~~$0.022, totaling $519 thousands.~~2023:

In May 2022 the Company appointed Prof. Itamar Grotto, a world-renowned expert in Public Health as Director in Cannovation Center Israel Ltd. and President of Green Vision Center Israel. Upon his appointment, Prof. Itamar Gruto was granted options under the 2018 Plan to purchase 2,356,420 shares of the Company’s common stock at per share exercise price of $0.05. The options vest over a three year period, in three annual instalments beginning on June 1, 2023 and thereafter on each subsequent anniversary, subject to his continued service to the Company.

On June 8, 2022, the Board also approved the issuance of 7,000,000 options to two service providers under the 2018 Plan. The options are exercisable at a per share price of $0.05. The options are scheduled to vest over a three year period, in twelve (12) equal installments, with the first installment vesting on the third month anniversary of the date of grant and each further instalment on each subsequent third month anniversary, subject to such individual’s continued service with the Company. 1,166,667 options shall be accelerated upon uplisting to Nasdaq.

On August 9, 2022, the Company’s board of directors determined to increase the number of shares reserved for issuance under the 2018 Plan by 90 million shares to a total of 180,000,000 shares of common stock thereunder and on August 12, 2022 the Company shareholders approved the same.

On August 9, 2022, the Board also determined to grant to the directors and officers set forth below options under the 2018 Plan. The options are exercisable at a per share price of $0.02 and through the seventh anniversary of the grant date, except in the case of Ora Elharar Soffer, the Company’s chief executive officer, the per share exercise price is 0.022 and the exercise period is five years from the date of grant. The options are scheduled to vest over a three year period, in twelve (12) equal installments, with the first installment vesting on the third month anniversary of the date of grant and each further instalment on each subsequent third month anniversary, subject to such individual’s continued service with the Company. In the event of a change in control, the vesting schedule is accelerated and all unvested options vest.

                       SCHEDULE OF ACCELERATED AND UNVESTED OPTIONS

Director/Officer	Number of Options
Ora Elharar Soffer (Chairperson, CEO)		47,128,400
Ilanit Halperin (Director, CFO)		18,851,360
Ilan Ben Ishay (Director)		18,851,360
Doron Birger (Director)		2,356,420
David Kretzmer (Director)		2,356,420

The terms relating to the options grants are included in stock option agreements under the 2018 Plan. Amongst other things, the stock option agreements for selected service providers of Citrine Global, including the directors and officers, provide that the exercise price of the options that were awarded to date, shall remain unaffected by the implementation of a reverse stock split that the Company may implement; to avoid any doubt, such reverse stock split shall apply to the number of options shares issuable under such options. All other relevant terms of such shall continue in full force and effect and are such reverse stock split. Any and all tax implications rest solely with the optionee and not the Company.

F-29

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the Company’s stock option activity for employees and directors of the Company for the years ended December 31, 2022 and 2021:

SCHEDULE OF STOCK OPTION ACTIVITY

	Number of Options			Weighted Average Exercise Price ($)
Outstanding at December 31, 2020		46,762			0.0011
Outstanding at December 31, 2023		122,529,342			0.026
Granted		~~23,582,200~~-			~~0.05~~-
Exercised		-			-
Forfeited or expired		-(1,178,210	)		-0.020
Outstanding at December 31, 2021		23,628,962			0.05
Outstanding at December 31, 2024		121,351,132			0.026
Granted		98,900,380			0.021
Number of options exercisable at December 31, 2024		96,629,885			0.028
Exercised		-			-
Forfeited or expired		-			-
Outstanding at December 31, 2022		122,529,342			0.026
Number of options exercisable at December 31, 2022		30,884,971			0.043

The stock options outstanding as of December 31, 2022, have been separated into exercise prices, as follows:

	Number of Options		Weighted Average Exercise Price ($)
Outstanding at December 31, 2022		122,529,342		0.026
Granted		-		-
Exercised		-		-
Forfeited or expired		-		-
Outstanding at December 31, 2023		122,529,342		0.026
Number of options exercisable at December 31, 2023		64,641,085		0.031

The stock options outstanding as of December 31, 2024 and 2023, 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 December 31, 2024		~~As of December 31, 2022~~
0.0011	~~0.0011~~		46,762		~~46,762~~		2.00		~~4.00~~		46,762		~~46,762~~
0.02	~~0.02~~		41,237,350		~~42,415,560~~		0.61		~~2.61~~		31,222,565		~~3,534,630~~
0.022	~~0.022~~		47,128,400		~~47,128,400~~		0.61		~~2.61~~		35,346,300		~~3,927,367~~
0.05	~~0.05~~		32,938,620		~~32,938,620~~		2.05		~~4.01~~		30,014,258		~~23,376,212~~
					122,529,342				2.53				30,884,971
			121,351,132								96,629,885

~~As of December 31, 2022, there was $1,131 of total unrecognized compensation cost related to non~~F-vested options. The cost is expected to be recognized over a weighted average period of 1.1 years. Compensation expense recorded by the Company in respect of its options awards for the years ended December 31, 2022 and 2021, were $767 thousands and $456 thousands, respectively and are included in General and Administrative expenses in the Statements of Operations.25

The aggregate intrinsic value of the awards outstanding as of December 31, 2022 is $128. These amounts represent the total intrinsic value, based on the Company’s stock price of $0.038 as of December 31, 2022, less the weighted exercise price.

In determining the fair value of the options granted, the Company used the Black-Scholes option valuation method, with the following assumptions:

      SCHEDULE OF STOCK OPTIONS VALUATED METHOD

	2022			2021
Dividend yield (%)		0	%		0	%
Risk-free interest rate (%)		0.07% - 3.20%			1.29	%
Expected term (years)		5-7			5
Volatility		164.84% - 174.46%			152.1	%
Share price (U.S. dollars)		0.015 - 0.020			0.025
Exercise price (U.S. dollars)		0.022 – 0.05			0.05
Estimated total fair value of options granted (U.S. dollars thousands)		1,837			519

The intrinsic value of options outstanding and exercisable at December 31, 2022 totaled $128 thousand.

F-30

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 – ~~RELATED~~STOCK ~~PARTIES~~OPTIONS (CONT.)

Exercise price	Stock options outstanding		Weighted average remaining contractual life – years		Stock options vested
$	As of December 31, 2023
0.0011		46,762		3		46,762
0.02		42,415,560		1.61		17,673,150
0.022		47,128,400		1.61		19,636,833
0.05		32,938,620		3.01		27,284,340
		122,529,342				64,641,085

Compensation expense recorded by the Company in respect of its stock-based compensation awards for the year ended December 31, 2024 and 2023 were $281 thousands and $777 thousands, respectively, and are included in General and Administrative expenses in the Statements of Operations.

As of December 31, 2024, there was $51 of total unrecognized compensation cost related to non-vested options. The cost is expected to be recognized over a weighted average period of 0.5 years.

The aggregate intrinsic value of the awards outstanding as of December 31, 2024 is $0. These amounts represent the total intrinsic value, based on the Company’s stock price of $0.0115 as of December 31, 2024, less the weighted exercise price.

NOTE 9 – RELATED PARTIES

Transactions and balances with related parties

		2022		2021
		2024		2023
		Year ended December 31
		2022		2021
		2024		2023
		U.S. Dollars in thousands
Research and development expenses:
Directors compensation and fees to officers			~~105~~-		7496
			105		74
Research and development expenses			-		96
General and administrative expenses:
Directors compensation and fees to officers (*)			~~2,184~~835		~~919~~1,255
(*) Share based compensation	~~(*)~~		~~702~~281		~~404~~777
General and administrative expenses			702		404
Financing expenses, net:
Financial expenses related to convertible loan			~~637~~247		~~1,129~~451
Interest on loan			2		-*

(*) Less than 1 thousand

Balances with related parties:

	As of December 31,
	2022		2021
	2024		2023
	U.S. Dollars in thousands
Current Assets:
Short term loan granted to others		-		15
Current Liabilities:
Short term loan		82		-
Accounts payable		324		180
Convertible notes		-		1,431
Accrued compensation		2,465		1,898
Accounts payable		120		20
Accrued compensation		1,384		838
Non-current Liabilities:
Convertible notes		~~1,814~~711		-2,202

F-3126

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 – RELATED PARTIES (CONT.)

Commencing in February 2020, Ora Elharar Soffer, CEO and Chairperson of the Board, was entitled to a monthly fee of $20 thousands and certain reimbursements, such as vehicle, traveling, lodging and other expenses on behalf of the Company, the payment of such compensation was deferred until the Company consummates an investment of at least $1.8 million in the Company’s securities.

In addition, on August 15, 2021, the board of directors of Cannovation determined to adjust the compensation of the Chairperson (and interim Chief Executive Officer), Ora Elharar Soffer, to $10 thousands per month, in each case retroactive to July 1, 2021. These amounts would be paid at such time as Cannovation shall become due and payable from, and such time as Cannovation shall have, available funds therefor and as part of the operating budget for a minimum period of 18 months.

AsOn March 16, 2023, the consulting agreement originally entered into as of ~~December~~July 312020 with Ms Ora Elharar Soffer, ~~2022~~the Company’s Chairperson, CEO and ~~2021~~President, anwas ~~amount~~amended. ofThe amendment provides for the following: (i) the monthly consulting to which Ms. Elharar Soffer is entitled will increase from $~~870~~20,000 ~~thousands~~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 ~~$499~~all ~~thousands~~other terms and awards previously approved by the Company’s board relating to her, ~~respectively~~including payment of her monthly fee and reimbursement of social benefits payments made by Mr Elharar Soffer, shall ~~was~~continue ~~recorded~~in ~~representing~~full force and effect so long as Ms. Elharar Soffer serves as either director and /or executive officer and (iii) all previous awards and bonuses previously made to her were affirmed. 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 ~~earned~~for bythe 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.

As of December 31, 2024, and 2023, an amount of $1,616 thousands and $1,230 thousands, respectively, was recorded representing compensation earned by Ms. Elharar Soffer.

Commencing in February 2020, Ilan Ben-Ishay, a director in Citrine Global, is entitled to a monthly fee of $3.5 thousands and certain reimbursements for traveling lodging and vehicle expenses on behalf of the Company, the payment of such compensation was deferred until the Company consummates an investment of at least $1.8 million in the Company’s securities.

In addition, on August 15, 2021, the board of directors of Cannovation determined to adjust the compensation of Ilan Ben Ishay, a director at Cannovation, to $2 thousands per month, in each case retroactive to July 1, 2021. These amounts would be paid at such time as Cannovation shall become due and payable from, and such time as Cannovation shall have, available funds therefor and as part of the operating budget for a minimum period of 18 months.

As of December, 31, ~~2022~~2024, and ~~2021~~2023, an amount of $~~152~~212 thousands and $86178 ~~thousand~~thousands, respectively was recorded representing compensation ~~earned~~ earned by Mr. Ben-Ishay.

On January 18, 2023, Mr. Ilan Ben Ishay resigned from his position as a director on the Board of the Company.

On October 1, 2024, Mr. Ilan Ben Ishay resigned from his position as a director on the Board of Cannovation

F-27

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 – RELATED PARTIES (CONT.)

Commencing in May 2020, Ms. Halperin, director & CFO of the Company, was entitled to a monthly fee of an additional $4 thousands, resulting in an aggregate monthly fee (from the February 2020 agreement as detailed above) of $7 thousands, and certain reimbursements for traveling lodging and vehicle expenses on behalf of the Company, the payment of such compensation was deferred until the Company consummates an investment of at least $1.8 million in the Company’s securities.

In addition, on August 15, 2021, the board of directors of Cannovation determined to adjust the compensation of Ilanit Halperin at Cannovation, to $4 thousands per month, in each case retroactive to July 1, 2021. These amounts would be paid at such time as Cannovation shall become due and payable from, and such time as Cannovation shall have, available funds therefor and as part of the operating budget for a minimum period of 18 months.

AsOn March 16, 2023, the consulting agreement originally entered into as of ~~December~~July 2020 with Ms Ilanit Halperin, 31the Company’s CFO, ~~2022~~was amended. The amendment provides for the following: (i) the monthly consulting to which Ms Ilanit Halperin is entitled will increase from $7,000 to $10,000 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 ~~2021~~all other terms and awards previously approved by the Company’s board relating to her, an, ~~amount~~including payment of ~~$303~~her ~~thousands~~monthly fee and ~~$171~~reimbursement ~~thousand~~of social benefits payments made by Mr Ilanit Halperin, ~~respectively~~shall continue in full force and effect so long as Ms. Halperin serves as either director and /or executive officer and (iii) all previous awards and bonuses previously made to her were affirmed. In addition, ~~was~~the ~~recorded~~Company ~~representing~~undertakes ~~compensation~~that the committee of the Board that will be responsible ~~earned~~for bysetting the compensation terms of senior management shall prepare and present for approval a compensation program for Ms. Halperin that shall be competitive with compensation programs for senior executives 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 executives.

As of December, 31, 2024, and 2023, an amount of $570 thousands and $435 thousands, respectively, was recorded representing compensation earned by Ms. Halperin.

Commencing in March 2021, Adv. David Kretzmer, a director, is entitled to a monthly fee of $7 thousands and certain reimbursements for traveling lodging and vehicle expenses on behalf of the Company, the payment of such compensation was deferred until the Company consummates an investment of at least $1.8 million in the Company’s securities.

In addition, on August 15, 2021, the board of directors of Cannovation determined to adjust the compensation of David Kretzmer, a director at Cannovation, to $2 thousands per month, in each case retroactive to July 1, 2021. These amounts would be paid at such time as Cannovation shall become due and payable from, and such time as Cannovation shall have, available funds therefor and as part of the operating budget for a minimum period of 18 months.

~~F-32~~On August 9, 2022, Mr. David Kretzmer’s fee in respect of services provided to the Company was reduced from $7,000 per month to $1,500 per month. Mr. Kretzmer’s monthly fee for services rendered to Cannovation Center Israel at the rate of $2,000 per month was unaffected

As of December, 31, 2024, and 2023, an amount of $247 thousands and $205 thousands, respectively, was recorded representing compensation earned by Adv. David Kretzmer.

F-28

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OnNOTE ~~August~~ 9, ~~2022,~~– ~~Mr.~~RELATED ~~David~~PARTIES ~~Kretzmer’s fee in respect of services provided to the Company was reduced from $7,000 per month to $1,500 per month~~(CONT. ~~Mr. Kretzmer’s monthly fee for services rendered to Cannovation Center Israel at the rate of $2,000 per month was unaffected~~)

G. Commencing in September 2020, Doron Birger, a director, is entitled to a monthly fee of $1.5 thousands. From July 2022 the payment of such compensation was deferred until the Company consummates an investment of at least $1.8 million in the Company’s securities. As of December, 31, ~~2022,~~2024 and ~~2021~~2023, an amount of $~~163~~28 thousands and $8225 ~~thousand~~thousands, respectively, was recorded representing compensation earned by ~~Adv~~Doron Birger. ~~David~~On ~~Kretzmer~~February 22. 2024, Mr. Doron Birger resigned from his position as a director on the Board of the Company.

As of December, 31, 2022 an amount of $9 thousands was recorded representing compensation earned by Doron Birger.

On August 15, 2021, the board determined to award a bonus to the Company’s Chairperson of the Board, CEO, CFO, officers, directors and senior management equal to two percent (2%) of any capital raise, subject to prior repayment of the outstanding convertible loans and so long as the payment thereof would be from available funds and part of the Company’s operating budget for a minimum period of 18 months. In addition, the Board agreed to a bonus Company’s Chairperson of the Board, CEO, CFO, officers, directors and senior management of 2% from operating profits which will become payable upon the fulfillment of certain specified targets that the Board will establish, subject to prior repayment of the outstanding convertible loans and so long as the payment thereof would be from available funds and as part of the Company’s operating budget for a minimum period of 18 months.

I. On ~~September~~January 2917, ~~2021~~2023, the ~~Company~~Board ~~advanced to iBOT, a related party, a loan~~ of ~~NIS50 thousands (approximately $15) with a 12 month maturity date. The loan bears interest at an effective annual interest rate of 12% as and is convertible, at the option of~~ Citrine Global, ~~into~~appointed ~~equity~~Ms. ~~shares~~Ora ofElharar ~~iBOT~~Soffer ~~at conversion rate equal~~ to ~~the~~serve ~~lower~~as ofpresident ~~(i) 25% discount to the most recent round~~ of ~~capital raised by iBOT during~~ the ~~term~~Company. ~~of the loan and (ii) the rate specified in the framework agreement~~Ms. InElharar ~~addition,~~Soffer ~~Citrine~~has ~~Global~~been iscontinuously ~~entitled~~serving toas ~~convert~~ the ~~outstanding~~Company’s ~~loan,~~Chief inExecutive ~~whole~~Officer orsince inMay ~~part~~7, to2020 ~~satisfy~~and ~~payments~~as ofa ~~amounts~~Company ~~owed~~director tosince ~~iBOT~~February ~~under the services agreements between the parties. On October 8~~21, ~~2021~~2020 ~~the~~and ~~Company~~as ~~transferred~~Chairperson ~~a first tranche~~ of ~~$15~~the ~~thousands.~~Board ~~The~~since ~~loan~~March ~~was repaid in full during 2022. As for additional transaction with iBOT~~3, ~~see note 1 above~~2020.

J. On ~~October~~January 1917, ~~2022~~2023, ~~Mr.~~the ~~Dror~~Board ~~Shaked~~of ~~and~~Citrine ~~Mr.~~Global, ~~David~~appointed ~~Freidenberg~~Ms. ~~were~~Ilanit ~~appointed~~Halperin to serve as ~~independent~~treasurer ~~directors~~and onsecretary of the ~~Board~~Company. ofMs. ~~Directors~~Halperin ofhas ~~Citrine~~been ~~Global,~~continuously ~~Corp.,~~serving ~~effective~~as ~~upon~~the ~~(and~~Company’s ~~subject~~Chief ~~to)~~Financial ~~the~~Officer ~~listing~~since ofMay ~~the~~7, ~~Company’s~~2020 ~~stock~~and onas ~~the~~a ~~Nasdaq~~Company ~~Stock~~director ~~Market~~since February 21, 2020.

~~F-33~~K. During 2024 and early 2025, the Company and its subsidiaries entered into a series of consulting and investment agreements with Mr. Lior Asher, acting personally and through Deer Light Ltd. The agreements are summarized below:

●

On September 1, 2024, Deer Light Ltd entered into consulting agreements with the Company and its subsidiaries. Under these agreements, Deer Light Ltd is engaged to provide strategic planning, business development, innovation scouting, funding facilitation, and project management services. The total monthly retainer fees under these agreements amount to USD 11,000 (plus VAT), 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 recognized U.S. stock exchange; (ii) successful fundraising of at least USD2.5 million from external sources; or (iii) the Company achieving positive operational cash flow, confirmed by the board of directors (“Payment Event”).

In addition to cash compensation, the Company may award equity-based compensation under future equity incentive plans, subject to board approval. One such equity grant was approved by company, granting options to purchase 41,762,976 common shares, with a two-year vesting schedule and 50% acceleration upon uplisting. As of this report, the options not issued yet.

●

On January 7, 2025, 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.

F-29

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 910 – INCOME TAXES

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

Income of the Israeli Subsidiaries is taxable from 2021 and onwards, at corporate tax rate of 23%.

The Company and its Israeli Subsidiaries have not received final tax assessments since the Israeli Subsidiary’s inception. tax years are open for assessment Company’s tax years, from 2018 onwards, are open for assessment and for the Israeli Subsidiaries all tax years from commencement are open for assessment.

As of December 31, ~~2022 and 2021~~2024, the Company and the Israeli Subsidiaries have operating loss carryforwards of approximately $1213,~~096 thousands~~783 ~~and $11,157~~ thousands, ~~respectively,~~ which can be offset against future taxable income, if any. As of December 31, ~~2022~~2024, ~~and~~loss ~~2021,~~carryforwards approximately $351 thousand ~~will~~ will expire between the years 2036 and 2037, and the remainder has no expiration date.

Composition of loss for the year:

SCHEDULE OF COMPOSITION OF LOSS

	Year ended December 31
	2022		2021
	2024		2023
	U.S. Dollars in thousands
U.S.		21,~~211~~918		42,~~172~~696
Israel		~~434~~380		~~344~~409
Total		2,645		4,516
		2,298		3,105

The following is a reconciliation between the theoretical tax on pre-tax loss, at the federal income tax rate applicable to the Company and the income tax expense reported in the financial statements:

	2022			2021
	2024			2023
	Year ended December 31
	2022			2021
	2024			2023
	U.S. Dollars in thousands
Pretax loss		2,~~645~~298			43,~~516~~105
U.S. federal income tax rate		21	%		21	%
Income tax benefit computed at the applicable tax rate		(~~555~~483	)		(~~948~~652	)
Non-deductible expenses		1207			2180
Effect of differences in corporate income tax rates		(624	)		(619	)
Change in valuation allowance		~~474~~300			~~730~~491
Total income tax		-			-

F-3430

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

D.NOTE 10 ~~Deferred~~– ~~taxes~~INCOME ~~are~~TAXES recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards(CONT. ~~Significant components of the Company’s deferred tax assets and liabilities are as follows:~~)

Deferred taxes are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. . Significant components of the Company’s deferred tax assets and liabilities are as follows:

SCHEDULE OF DEFERRED TAX ASSETS

Composition of deferred tax assets:	2022			2021
	2024			2023
	December 31
	2022			2021
	2024			2023
Composition of deferred tax assets:	U.S. Dollars in thousands
Operating loss carry forwards		2,~~553~~918			2,~~349~~774
Share based compensation		~~290~~512			~~129~~453
Convertible component in convertible notes		33			-
Accrued compensation and others		445			348
Accrued compensation		253			174
Total deferred tax assets		3,875			3,575
Total deferred tax assets		3,129			2,652
Valuation allowance		(3,875	)		(3,575	)
Composition of deferred tax liabilities:
Convertible notes		(45	)		(42	)
Total deferred tax liabilities		(45	)		(42	)
Valuation allowance		(3,084	)		(2,610	)
Total deferred tax assets		-			-

Roll forward of valuation allowance

	US dollars in thousands
Balance at January 1, 2021		1,880
Balance at January 1, 2023		3,084
Additional paid in capital		(222	)
Income tax expense		491
Income tax expense		952
Balance at December 31, 2023		3,575
Balance at December 31, 2021		2,610
Income tax expense		300
Additional paid in capital		(86	)
Balance at December 31, 2024		3,875
Income tax expense		560
Balance at December 31, 2022		3,084

NOTE 1011 – LOSS PER ORDINARY SHARE

Basic loss per share is computed by dividing net loss by the weighted average number of shares outstanding during the year. The weighted average number of shares of Common Stock used in computing basic and diluted loss per ordinary share for the years ended December 31, ~~2021~~2024 and ~~2020~~2023, are as follows:

	Year ended December 31
	2022		2021
	2024		2023
	Number of shares
Weighted average number of shares of Common Stock outstanding attributable to ordinary shareholders		~~942~~1,~~963~~032,~~225~~922,840		~~942~~961,~~568~~774,~~006~~376
Total weighted average number of shares of Common Stock related to outstanding options, excluded from the calculations of diluted loss per share (*)		30,884,971		1530,~~672~~884,~~670~~971

(*) The effect of the inclusion of options and convertible loans in ~~2022~~2024 and ~~2021~~2023 is anti-dilutive.

F-3531

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1112 – ~~SUBSEQUENT~~SEGMENT ~~EVENTS~~INFORMATION

a.The ~~On January 30, 2023 the~~ Company ~~and~~operates each of Citrine High Tech 7 LP (“LP 7”), Citrine 8 LP (“LP 8 “) and Citrine 9 LP (“LP 9”; together with LP 7 and LP 8, the “Lending LP”), the lending entities under and parties to the Convertible Note Purchase Agreement entered into by the Company and several related parties in April 2020, as subsequently amended (the “CL Agreement”), have entered into an agreement (the “Agreement”) pursuant to which they have agreed to extend the maturity date on all outstanding convertible loans in the principal amount of $1,800,000 under the CL Agreement to May 31, 2024. LP 7 also agreed to extend to May 31, 2024 the note in the principal amount of $80,000. In addition, under the Agreement the Company and the Lending LPs have also agreed that if the Company’s common stock is listed on the Nasdaq Stock Market, then, then the Company, in its ~~sole~~business 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 such offering. b. 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. c. 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. d. On January 18, 2023, Mr. Ilan Ben Ishay resigned from his position as a director on the Board of the Company for personal reasons. 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. e. On March 5, 2023, the Board of the Company provided that in the event that the Company’s stock is listed on the Nasdaq Stock Exchange, then one reporting ~~half~~segment ~~of the awarded~~ and unvested option grants made in each of August 2021 and in August 2022 to service providers, including officers, directors and selected service providers, 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 reportable ~~year period from the date of termination to exercise any option that was vested at the time of the termination of services~~segment. f. On March 6, 2023 Cannovation, the Company’s majority owned subsidiary and S.R. Accord Ltd., an Israeli company (“Lender”), entered into an 18-month credit facility agreement (the “Credit Facility”) 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 will determine the repayment of the loan. All amounts drawn under the Credit Facility will bear interest at a monthly rate of 1.7% and will be due at such time as Cannovation and Lender determine. Cannovation has the right to pre-pay the entire amount outstanding under the Credit Facility at any time. As of the date of these financial statements, Cannovation utilized $50,000 out of the credit line. As security for any loans under the Credit Facility, Cannovation granted Lender a first priority lien on its rights to the 125,000 sq ft (11,687 sq meters) of industrial land in Yerucham, a city in southern Israel which Cannovation acquired in February of 2022(the “Premises”) to build the Green Vision Center Israel with the support of the government of Israel. 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 shares of Citrine Global Stock, on such terms and conditions as the parties may agree. As additional security for any payments due to Lender, CTGL Citrine Global Israel Ltd., a wholly owned subsidiary of Citrine Global, (ii) Beezzhome Technologies Ltd. an entity wholly owned by Ora Elharar Soffer, the Chief Executive Officer of Citrine Global and (iii) Netto Holdings Ltd., [provide full corporate/company name], 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 in their personal capacities, are providing 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 On March 7, 2023, the Company issued to the Lender 2,154,677 shares of the Company’s common stock a commitment fee in respect of the provision of the Credit Facility. g. On March 15, 20232, the Company issued to a consultant 1,077,339 in consideration of services provided to the Company.

	h.	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.
	i.	On March 16, 2023, the consulting agreement originally entered into as of July 2020 with Ilanit Halperin, the Company’s CFO, was amended. The amendment provides for the following: (i) the monthly consulting to which Ms Ilanit Halperin, is entitled will increase from $7,000 to $10,000 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 M.s Halperin, shall continue in full force and effect so long as Ms. Halperin serves as either director and /or executive officer, (iii) all previous awards and bonuses previously made to her were affirmed and (i) Ms. Halperin 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. In addition, the Company undertakes 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 Ms. Halperin that shall be competitive with compensation programs for senior executives 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 executives.

The Company’s Chief Operating Decision Maker (“CODM”) is its chief executive officer.

FThe CODM assesses performance and decides how to allocate resources based on net loss. In addition to net loss, the following significant expense categories and amounts are regularly provided to the CODM for use when allocating resources: expenses related to IBOT options (as disclosed in Note 3C, Investments valued under the measurement alternative), share-36based compensation expenses (as disclosed in Note 9A, related parties) and expenses related to convertible loan terms (as presented in statements of operations).

Asset information as presented on the consolidated balance sheets is provided to the CODM.

NOTE 13 – SUBSEQUENT EVENTS

Further to Note 4 above, on January 12, 2025, Cannovation Center Israel Ltd. the Israeli subsidiary 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.

The initial grant figure is NIS12.5 million ($3.4). The Company has drawn blueprints and general business outline to meet the specifications required and looks forward to now creating this cutting edge Research Center.

On June 26, 2025, Citrine Global Corp. changed its name to SkyTech Orion Global Corp. in Delaware, reflecting its strategic focus on UAV and drone solutions.

Further to Note 5 above, as of September 2024, the 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 renewal, Mr. Lior 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 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, 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 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.

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

	F.	Further to Note 6 above, on July 2025 , the Company issued 176,010,600 shares the 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. 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.

	G.	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%.

	H.	On April 8, 2025, in accordance with the grant requirements, a digital bank guarantee in the amount of NIS 625,000 (approximately $187,000 USD) 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.

	I.	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.

F-32

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

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission (the “SEC”) rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and chairperson of the Board, 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, and the Company’s management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on the Company’s evaluation of the effectiveness of its disclosure controls and procedures as of December 31, ~~2022~~2024, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer , to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002, the Company’s management, with the participation of the Company’s principal executive officer and principal financial officer conducted an assessment, using the criteria in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Tredway Commission (“COSO”) (2013). The Company’s system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. This assessment included review of the documentation of controls, evaluation of the design effectiveness of controls, and a conclusion on this evaluation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Based on this evaluation, the Company’s management concluded that its internal control over financial reporting was effective as of December 31, ~~2022~~2024 as it identified no control deficiencies that constituted material weaknesses in the Company’s internal control over financial reporting, such that there is not a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the ~~quarter~~year ended December 31, ~~2022~~2024 that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

~~On March 16, 2023, the consulting agreement originally entered into as of July 2020 with Soffer, the Company’s Chairperson, CEO and President, was amended~~None. 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 (in invoice plus VAT if applicable) 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 (iv) 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 all of the outstanding consulting fees from March 2020 and all reimbursement for related social benefits would be paid to her. In addition, 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.

On March 16, 2023, the consulting agreement originally entered into as of July 2020 with Ms Ilanit Halperin, the Company’s director and CFO, was amended. The amendment provides for the following: (i) the monthly consulting to which Ms. Elharar Soffer is entitled will increase from $7,500 to $10,000 ( in invoice plus VAT if applicable) 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. Halperin serves as either director and /or executive officer, (iii) all previous awards and bonuses previously made to her were affirmed and (iv) s. has agreed o 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 all of the outstanding consulting fees from March 2020 and all reimbursement for related social benefits would be paid to her. In addition, The Company undertakes 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 Ms. Halperin that shall be competitive with compensation programs for senior executives 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 executives.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable.

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PART III

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

The Company’s directors hold office until the next annual general meeting of the stockholders or until their successors are elected and qualified. The Company’s officers are appointed by its board of directors and hold office until the earlier of their death, retirement, resignation, or removal.

The following table sets forth the names and ages of the members of the board of directors and the executive officers and the positions held by each as of March 21, 2023.

Name	Age	Positions
Ora Elharar Soffer	5658	Chairperson of the Board of Directors and Chief Executive Officer and President
Ilanit Halperin	5051	Chief Financial Officer, Director, Treasurer and Secretary
Doron Birger	70	Director
David Kretzmer	70	Director
David Kretzmer	69	Director

Family Relationships

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

Business Experience

The following is a brief account of the education and business experience of our current directors and executive officers:

Ora Elharar Soffer has been serving as our Director and Chair of the Board since February 2020, Chief Executive Officer since May 2020 and President since January 17, 2023 and currently serves as director in our wholly owned subsidiary CTGL Citrine Global Israel Ltd. and our majority owned subsidiary Cannovation Center Israel Ltd. Elharar Soffer is the entrepreneur behind the company and also the head of strategic business development. Additionally, Ms. Elharar Soffer is the founder, director?? and chairperson of Cannovation Center Israel Ltd.

~~Ms. Elharar~~Ora Elharar-Soffer ~~serves~~has been serving as ~~director~~Director orand ~~advisory~~Chair ~~board~~of ~~member in various companies. Ms. Elharar Soffer is~~ the ~~co-founder~~Board ~~and CEO~~ of Citrine ~~SAL~~ ~~Investment~~Global &Corp. ~~Holdings~~since anFebruary ~~Israeli company~~2020, ~~that~~Chief ~~invests~~Executive inOfficer ~~various~~since ~~fields~~May of2020, ~~companies~~ and ~~technologies~~as ~~and include Citrine S~~President Asince LJanuary ~~Biotech~~2023. ~~Funds,~~She ~~which~~also ~~specializes~~serves inas ~~healthcare,~~a ~~wellness~~director ~~solutions,~~of ~~digital~~the ~~health,~~Company’s ~~medical~~wholly ~~devices,~~owned ~~food tech~~subsidiary, ~~and~~CTGL ~~botanical nutraceuticals, and~~ Citrine SGlobal AIsrael ~~L High-Tech Funds~~Ltd., ~~which specializes in high-tech, cyber, IoT, technologies~~ and ~~public companies. Citrine S A L invested~~ ~~in various companies such~~ as ~~Nicast Ltd.~~CEO, ~~Nanomedic Ltd.~~founder, ~~WellBe~~and ~~Digital~~Chairwoman ~~Ltd.,~~of ~~Biocep~~the ~~Ltd.,~~Company’s ~~Improdia~~majority-owned ~~Ltd.~~subsidiary, ~~Intelicanna~~Cannovation ~~Ltd.,~~Center ~~iBOT~~ Israel ~~Botanicals~~ Ltd.~~, Cannbit Pharmaceuticals Ltd. Novomic Ltd., Dario Health, and BSP Medical, ICB - Israel China Biotechnology.~~

Ms. ~~Elharar~~ Elharar-Soffer ~~serves~~is asa ~~director~~seasoned entrepreneur and strategic leader with over 30 years of ~~Nicast~~experience ~~Ltd.~~in high-tech, ~~Nanomedic~~healthcare, ~~Ltd.~~biotech, ~~Biocep~~and ~~Ltd~~defense-related infrastructure. She has extensive expertise in business development, ~~iBOT~~capital ~~Israel~~markets, ~~Botanicals~~M&A, ~~Ltd.~~and IPOs, ~~Beezhome~~with a strong focus on transforming Israeli innovation into scalable global ventures. She has founded and led multiple successful ventures across the technology and defense sectors. She founded Chip PC Technologies, ~~Ltd~~a cybersecurity and virtualization company that was made public and expanded globally. She also co-founded Xseed, ~~Beyond~~a ~~Blade~~defense ~~Ltd~~technology company established in partnership with Elbit Systems. Later on, Elbit Systems acquired the entire company. Ms. Elharar-Soffer is the founder and managing partner of Citrine SAL investment &funds, ~~holdings~~specializing ~~Ltd~~in High-tech, Bio-Tech, and advanced technologies. The funds have invested in companies such as Nicast, NanoMedic, Dario Health, BioCep, TechCare, Citrine ~~SAL~~Global, ~~high~~Intelicanna, ~~tech~~iBOT ~~Ltd~~Israel Botanicals, ICB, and ~~Citrine~~Improdia, Sfocusing Aon Ldisruptive ~~Biotech~~Israeli ~~Ltd~~technologies and their global expansion.

~~Ora was~~In ~~Co-Founder~~addition ~~and~~to ~~CEO~~her ~~of Chip PC Technologies~~executive roles, ~~managing~~she ~~and~~serves ~~leading~~as ~~the~~a ~~company~~director ~~from~~and ~~Startup~~is ~~stage~~a tosignificant ~~going~~shareholder ~~public~~in ~~and~~several ~~becoming an international~~ technology, ~~company.~~investment, ~~Ora~~and ~~was~~innovation ~~also~~companies, ~~co-founder~~such ofas Biocep ~~Xseed~~ Ltd., ~~that~~iBOT ~~was~~Israel ~~sold~~Botanicals ~~to Elbit Systems and OR1 Investment~~ Ltd. ~~She is also an investor~~, ~~shareholder~~ ~~and~~Beezhome ~~founder in Beezzhome~~ Technologies Ltd., Beyond Blade Ltd, Citrine SSAL ~~A L~~ investment & holdings Ltd, Citrine SAL ~~high tech~~High-Tech Ltd and Citrine S A L ~~Biotech~~Bio-Tech Ltd ~~, CTGL Citrine Global Israel Ltd~~.~~, Cannovation Center Israel Ltd. and more~~

47Ms. Elharar-Soffer developed the Operational Innovation Center platform, a proprietary strategic and business infrastructure designed to accelerate the growth of Israeli innovation companies by providing tailored support for regulation, manufacturing, logistics, commercialization, and global market access. Ms. Elharar Soffer completed Management Studies in the Technion - Israel Institute of Technology.

~~Ms. Elharar~~Her ~~Soffer~~broad isentrepreneurial abackground, board-level ~~member~~experience, ofand ~~the~~long-standing ~~Peres~~leadership ~~Center~~in ~~for~~the ~~Peace~~tech and ~~Innovation~~defense ~~and~~sectors ofposition ~~Springboard~~her ~~Enterprises,~~as a ~~global~~key ~~organization~~driver ~~accelerating women~~of the Company’s strategic ~~leadership in technology and biotech companies~~direction.

The Board believes that Ms. Elharar Soffer’s ~~completed~~extensive ~~Management~~history, ~~Studies~~association inwith ~~the~~and ~~Technion~~knowledge -of ~~Israel~~the ~~Institute~~Company, and years of ~~Technology,~~experience ~~and~~make isher ~~based~~ideal into ~~Israel~~serve on our Board.

~~The Board believes that Ms. Elharar Soffer’s extensive history, association with and knowledge of the Company, and years of experience ideally situate her to serve on our Board.~~37

Ilanit Halperin has been serving as a director since February 2020 and our Chief Financial Officer since May 2020 and treasurer and secretary since January 2023 and currently serves as director in our wholly owned subsidiary CTGL Citrine Global Israel Ltd. and our majority owned subsidiary Cannovation Center Israel Ltd. Ms. Halperin worked for over 21 years in one of the six largest accounting firms in Israel, for the last 11 years as a partner. She then set up her own office providing CPA and financial consulting and management services. For many years Ms. Halperin has accompanied public and private companies in Israel and abroad in diverse sectors, including industrial companies, real estate companies, technology companies, and tourism companies. Ms. Halperin has extensive experience in auditing and preparing financial statements according to Israeli, international (IFRS) and US GAAP standards. Ms. Halperin specializes in accompanying early and mature stage companies, providing, inter alia, tax advice, general financial consulting, assistance in preparing business plans, and assistance and accompaniment with investors, private placements and IPOs in Israel and the USA. Ms. Halperin has many years of experience accompanying NASDAQ and OTC-traded companies. Ms. Halperin holds a B.A. in accounting from the College of Management Academic Studies, Rishon Lezion, Israel.

The Board believes that Ms. Halperin’s extensive knowledge of the Company, her knowledge of financial matters, ~~and~~qualifies ~~years of experience ideally situate~~ her to ~~serve~~to serve on our Board.

Doron Birger has been serving as a director since September 2020 and currently serves as director in our wholly owned subsidiary CTGL Citrine Global Israel Ltd. Mr. Birger currently serves as the chairman of the board of directors of Matricelf (TASE: MTLF) and as a director of Icecure Medical Ltd. (NASDAQ and TASE:ICCM), Kadimastem Ltd. (TASE:KDST), Pluristem (NASDAQ and TASE: PSTI) and Hera Med Ltd (ASX:HMD). Mr. Birger also serves as chairman and director of several private companies in Israel in the hi-tech sector mainly in the medical device field. From 2002 to 2007, Mr. Birger served as the chairman of the board of directors of Given Imaging Ltd. (NASDAQ and TASE:GIVN) and later on as board member until February 2014. Mr. Birger served as chief executive officer of Elron Electronic Industries, Ltd., or Elron (NASDAQ and TASE:RLRNF), from August 2002 to April 2009. Prior to that, he held other executive positions at Elron, including President since 2001, Chief Financial Officer from 1994 to August 2002, and Corporate Secretary from 1994 to 2001. Mr. Birger is a chairman and director of variety of non-profit organizations in Israel. Mr. Birger holds a B.A. and an M.A. in economics from the Hebrew University Jerusalem. Mr. Birger is based in Israel.

The Board believes that Mr. Birger’s extensive years of public company management experience ideally situate him to serve on our Board.

David Kretzmer was appointed as director in April 2021 and currently serves as director in our wholly owned subsidiary CTGL Citrine Global Israel Ltd. and our majority owned subsidiary Cannovation Center Israel Ltd. and Mr. Kretzmer is an experienced international commercial lawyer and litigator with more than 35 years of experience in international litigation and transactions concentrated on commercial law, property development and syndication, real estate law, corporate law, contracts, international trade, securities brokerage, investment banking, corporate restricting, and corporate development. In addition to his position as a director in our Company, Mr. Kretzmer is a senior partner in the law firm of Kretzmer and Associates PLLC in New York as well as the law firm Kretzmer and Associates in Tel Aviv. Mr. Kretzmer holds a Bachelor of Law from the University of the Witwatersrand, Johannesburg, South Africa and has been admitted as an Attorney in South Africa, New York and in Israel. Mr. Kretzmer is based in Israel.

The board believes that Mr. Kretzmer’s international business and legal experience ~~ideally~~qualifies ~~situate~~ him to serve on our Board.

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Committees of the Board of Directors

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

Code of Ethics.

We have adopted a Code of Business Conduct and Ethics, or the Code of Conduct, applicable to all of our employees, executive officers and directors. The Code of Conduct is available on our website at www.citrine-global.com. Our Board must approve any waivers of the Code of Conduct for employees, executive officers and directors. In addition, we intend to post on our website all disclosures that are required by law concerning any amendments to, or waivers from, any provision of the Code of Conduct. All of our directors, executive officers and employees are required to certify in writing their understanding of and intent to comply with the Code.

Involvement in Certain Legal Proceedings.

The Company is not aware of any material legal proceedings that have occurred within the past ten years concerning any Director or control person which involved a criminal conviction, a pending criminal proceeding, a pending or concluded administrative or civil proceeding limiting one’s participation in the securities or banking industries, or a finding of securities or commodities law violations.

Section 16(a) Compliance

Section 16(a) of the Securities and Exchange Act of 1934 requires the Company’s directors and executive officers, and persons who own beneficially more than ten percent (10%) of the Company’s Common Stock, to file reports of ownership and changes of ownership with the Securities and Exchange Commission. Copies of all filed reports are required to be furnished to the Company pursuant to Section 16(a). No delinquent reports were filed during ~~2022~~2024 by the Company’s officers and directors and ten percent (10%) stockholders.

ITEM 11. EXECUTIVE COMPENSATION

Executive Compensation

The following table sets forth the total compensation received for services rendered in all capacities to our Company for the last two fiscal years, which was awarded to, earned by, or paid to our Chief Executive Officer and Chief Financial Officer, who are our only serving officers, whose total compensation exceeded $100,000 during 2021which we refer to collectively as our “Named Executive Officers.”

Name and Principal Position	Year		Salary ($)(1)			Bonus ($)		Option Awards ($) (2)			All other compensation ($)		Total ($)
Ora Elharar Soffer, Chairperson of the Board and Chief Executive Officer		~~2022~~2024		360,000	(3)		-		-148,000	(4)		-	~~360~~508,000(3)
		2021		300,000	(3)		-		-	(4)		-	300,000(3)
		2023		300,000	(3)		-		378,000	(4)		-	738,000(3)
Ilanit Halperin, Director and Chief Financial Officer		~~2022~~2024		90132,000	(5)		-		61,000	(4)		-	90193,000(5)
		2021		66,000	(5)		-		-	(4)		-	66,000(5)
		2023		132,000	(5)		-		157,000	(4)		-	289,000(5)

(1) Represents annual retainer payments

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(2) In accordance with SEC rules, the amounts in this column reflect the fair value on the grant date of the option awards granted to the named executive, calculated in accordance with ASC Topic 718. Stock options were valued using the Black-Scholes model. The grant-date fair value does not necessarily reflect the value of shares which may be received in the future with respect to these awards. The grant-date fair value of the stock options in this column is a non-cash expense for us that reflects the fair value of the stock options on the grant date and therefore does not affect our cash balance. The fair value of the stock options will likely vary from the actual value the holder receives because the actual value depends on the number of options exercised and the market price of our Common Stock on the date of exercise. For a discussion of the assumptions made in the valuation of the stock options, see Note 7 to the financial statements contained in this Annual Report on Form 10-K for the year ended December 31, ~~2022~~2024.

(3) These amounts represent compensation earned by Ms. Elharar Soffer during the years ended December 31, ~~2022~~2024 and ~~2021~~2023 but that by agreement is deferred until such time as the Company shall have consummated an investment of at least $1.8 million in the Company’s securities. See below “Consulting Agreement with Ora Elharar Soffer”.

(4) See Director compensation table for the options for shares that were awarded in August 2022.

(5) These amounts represent compensation earned by Ms. Halperin during the years ended December 31, ~~2022~~2024 and ~~2021~~2023 but is deferred until such time as the Company shall have consummated an investment of at least $1.8 million in the Company’s securities.

Consulting Agreements with Management and Directors

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

Consulting Agreement with Ora Elharar Soffer

On March 16, 2023, the consulting agreement originally entered into as of July 2020 with Ms Ora 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 (in invoice plus VAT if applicable) 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 (iv) 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 to her under the agreement would be paid to her. In addition, 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.

In addition, on August 15, 2021, the board of directors of Cannovation Center Israel determined to adjust the compensation of the Chairperson (and interim Chief Executive Officer), Ora Elharar Soffer, to $10,000 per month, in each case retroactive to July 1, 2021. These amounts would be paid at such time as Cannovation Center shall become due and payable from, and such time as Cannovation Center Israel shall have, available funds therefor and as part of the operating budget for a minimum period of 18 months.

Further, on August 15, 2021, the board determined to award a bonus to the Company’s Chairperson of the Board, CEO, CFO, officers, directors and senior management equal to two percent (2%) of any capital raise, subject to prior repayment of the outstanding convertible loans and so long as the payment thereof would be from available funds and part of the Company’s operating budget for a minimum period of 18 months. In addition, the Board agreed to a bonus Company’s Chairperson of the Board, CEO, CFO, officers, directors and senior management of 2% from operating profits which will become payable upon the fulfillment of certain specified targets that the Board will establish, subject to prior repayment of the outstanding convertible loans and so long as the payment thereof would be from available funds and as part of the Company’s operating budget for a minimum period of 18 months. On March 30, 2022, it was agreed that Ms. Soffer would receive 65% of the allotted amount.

On August 9, 2022, the Company’s board also determined to grant to award to Ms. Elharar Soffer options under the 2018 Plan to purchase up to 47,128,400 shares of common stock, at a per share exercise price of $0.022. The options are scheduled to vest over a three year period, in twelve (12) equal installments, with the first instalment vesting on the third month anniversary of the date of grant and each further instalment on each subsequent third month anniversary, subject to such individual’s continued service with the Company. In the event of a change in control, the vesting schedule is accelerated and all unvested options vest. The stock option agreement with Ms. Elharar Soffer provides that the exercise price of the options that were awarded shall remain unaffected by the implementation of a reverse stock split that the Company may implement; to avoid any doubt, such reverse stock split shall apply to the number of options shares issuable under such options and all other relevant terms of such options (other than the exercise price) shall continue in full force and effect following the implementation of such reverse stock split. In addition, the agreements further provide that upon a listing of the Company’s stock on the Nasdaq Stock Market, one half of the unvested options would vest.

~~Consulting Agreement with Ilanit Halperin~~40

On March 16, 2023, the consulting agreement originally entered into as of July 2020 with Ms Ilanit Halperin, the Company’s director and CFO, was amended. The amendment provides for the following: (i) the monthly consulting to which Ms Ilanit Halperin is entitled will increase from $7,500 to $10,000 ( in invoice plus VAT if applicable) 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, Ms Ilanit Halperin shall continue in full force and effect so long as Ms. Halperin serves as either director and /or executive officer,(iii) all previous awards and bonuses previously made to her were affirmed and (iv) Ms. Halperin 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 In addition, The Company undertakes 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 Ms. Halperin that shall be competitive with compensation programs for senior executives 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 executives.

On August 15, 2021, the Company’s board determined to award to Ms. Halperin options under the 2018 Plan to purchase up to 9,425,680 shares of common stock, at a per share exercise price of $0.05. The options vest over a two year period, in eight (8) equal installments, with the first instalment vesting on the third month anniversary of Ms. Halperin’s start date of February 27, 2020. As of the date of this report, the entirety of the options have vested. In addition, on August 15, 2021, the board of directors of Cannovation Center Israel determined to adjust the compensation of the chief financial officer, Ilanit Halperin, to $4,000 per month, in each case retroactive to July 1, 2021. These amounts would be paid at such time as Cannovation Center shall become due and payable from, and such time as Cannovation Center Israel shall have, available funds therefor and as part of the operating budget for a minimum period of 18 months. On March 30, .2022, it was agreed that Ms. Halperin would receive 25% of the allotted amount of the above referenced bonus.

On August 9, 2022, the Company’s board also determined to grant to award to Ms. Halperin options under the 2018 Plan to purchase up to 18,851,3 60shares of common stock, at a per share exercise price of $0.020. The options are scheduled to vest over a three year period, in twelve (12) equal installments, with the first instalment vesting on the third month anniversary of the date of grant and each further instalment on each subsequent third month anniversary, subject to such individual’s continued service with the Company. In the event of a change in control, the vesting schedule is accelerated and all unvested options vest.

The stock option agreements with Ms. Halperin provide that the exercise price of the options that were awarded shall remain unaffected by the implementation of a reverse stock split that the Company may implement; to avoid any doubt, such reverse stock split shall apply to the number of options shares issuable under such options and all other relevant terms of such options (other than the exercise price) shall continue in full force and effect following the implementation of such reverse stock split. In addition, the agreements further provide that upon a listing of the Company’s stock on the Nasdaq Stock Market, one half of the unvested options would vest.

Consulting Agreement with Ilan Ben-Ishay

In July 2020, we entered into a consulting agreement with Mr. Ben-Ishay, a director at the Company, effective as of February 1, 2020 and as long as the Mr. Ben-Ishay serves as a director of the Company, unless earlier terminated with or without cause by any party hereto by 30 days advance written notice. Pursuant to the consulting agreement, effective as of February 2020, Mr. Ben-Ishay receives a monthly retainer of $3,500 plus VAT. In addition, Mr. Ben-Ishay is entitled to reimbursement for certain expenses, which include car, travel, lodging and meals. Mr. Ben-Ishay has agreed to defer compensation due to him until such time as the Company shall have consummated an investment of at least $1.8 million in the Company’s securities.

In addition, on August 15, 2021, the board of directors of Cannovation Center Israel determined to adjust the compensation of Ilan Ben-Ishay, director, to $2,000 per month, in each case retroactive to July 1, 2021. These amounts would be paid at such time as Cannovation Center shall become due and payable from, and such time as Cannovation Center Israel shall have, available funds therefor and as part of the operating budget for a minimum period of 18 months.

On March 30, .2022, it was agreed that Mr. Ben-Ishay would receive 5% of the allotted amount of the above referenced bonus.

On August 9, 2022, the Company’s board also determined to grant to award to Mr. Ben Ishay options under the 2018 Plan to purchase up to 18,851,360 shares of common stock, at a per share exercise price of $0.020. The options are scheduled to vest over a three year period, in twelve (12) equal installments, with the first instalment vesting on the third month anniversary of the date of grant and each further instalment on each subsequent third month anniversary, subject to such individual’s continued service with the Company. In the event of a change in control, the vesting schedule is accelerated and all unvested options vest. The stock option agreement with Mr. Ben -Ishay provides that the exercise price of the options that were awarded shall remain unaffected by the implementation of a reverse stock split that the Company may implement; to avoid any doubt, such reverse stock split shall apply to the number of options shares issuable under such options and all other relevant terms of such options (other than the exercise price) shall continue in full force and effect following the implementation of such reverse stock split. In addition, the agreements further provide that upon a listing of the Company’s stock on the Nasdaq Stock Market, one half of the unvested options would vest.

On January 18, 2023, Mr. Ben Ishay resigned from his position as a director on the Board of Citrine Global Corp. but remains a director in our wholly owned subsidiary CTGL Citrine Global Israel Ltd. and Cannovation Center Israel Ltd.

Consulting Arrangement with Doron Birger

Commencing September 2020, Adv. Doron Birger, a director, is entitled to a monthly fee of $1,500 per month and certain reimbursements for traveling lodging and vehicle expenses on behalf of the Company. Beginning August, 2022, Mr. Birger has agreed to defer compensation due to him until such time as the Company shall have consummated an investment of at least $1.8 million in the Company’s securities.

On August 15, 2021, the Company’s board determined to award to Mr. Birger options under the 2018 Plan to purchase up to 2,365,420 shares of common stock, at a per share exercise price of $0.05. The options vest over a two year period, in eight (8) equal installments, with the first instalment vesting on the third month anniversary of Mr. Birger start date of September 20, 2020. As of the date of this report, the entirety of the options have vested.

On August 9, 2022, the Company’s board also determined to grant to award to Mr. Birger options under the 2018 Plan to purchase up to 2,356,420 shares of common stock, at a per share exercise price of $0.020. The options are scheduled to vest over a three year period, in twelve (12) equal installments, with the first instalment vesting on the third month anniversary of the date of grant and each further instalment on each subsequent third month anniversary, subject to such individual’s continued service with the Company. In the event of a change in control, the vesting schedule is accelerated and all unvested options vest.

The stock option agreements with Mr. Birger provide that the exercise price of the options that were awarded shall remain unaffected by the implementation of a reverse stock split that the Company may implement; to avoid any doubt, such reverse stock split shall apply to the number of options shares issuable under such options and all other relevant terms of such options (other than the exercise price) shall continue in full force and effect following the implementation of such reverse stock split. In addition, the agreements further provide that upon a listing of the Company’s stock on the Nasdaq Stock Market, one half of the unvested options would vest.

Mr. Birger also serves as a director on the Board of Cannovation.

Consulting Arrangement with David Kretzmer

Commencing in March 2021, Adv. David Kretzmer, a director, is entitled to a monthly fee of $7,000 and certain reimbursements for traveling lodging and vehicle expenses on behalf of the Company. On August 9, 2022, Mr. David Kretzmer’s fee in respect of services provided to the Company was reduced to $1,500 per month. Mr. Kretzmer has agreed to defer compensation due to him until such time as the Company shall have consummated an investment of at least $1.8 million in the Company’s securities.

OnThe ~~August~~stock ~~15,~~option ~~2021,~~agreements ~~the~~with ~~Company’s~~Mr. ~~board~~Kretzmer ~~determined~~provide tothat ~~award~~the toexercise ~~Mr.~~price ~~Kretzmer~~of the options ~~under~~that were awarded shall remain unaffected by the ~~2018~~implementation ~~Plan~~of toa ~~purchase~~reverse upstock split that the Company may implement; to 9avoid any doubt,~~425,680 shares~~ ofsuch ~~common~~reverse stock, atsplit ashall ~~per~~apply to ~~share~~the ~~exercise~~number ~~price~~ of ~~$0.05.~~options ~~The~~shares issuable under such options ~~vest~~and ~~over~~all aother ~~two~~relevant ~~year~~terms ~~period,~~of insuch ~~eight~~options (8)other ~~equal~~than ~~installments,~~the exercise price) ~~with~~shall ~~the~~continue ~~first~~in ~~instalment~~full ~~vesting~~force onand ~~the~~effect ~~third~~following ~~month~~the ~~anniversary~~implementation of Mrsuch reverse stock split. ~~Kretzmer~~In ~~start~~addition, ~~date~~the ofagreements ~~March~~further provide 1,that ~~2021.~~upon Asa listing of the ~~date~~Company’s ofstock ~~this report,~~on the ~~entirety~~Nasdaq Stock Market, one half of the unvested options ~~have~~would ~~vested~~vest. Mr. Kretzmer also serves on the Board of Cannovation.

5241

InOutstanding ~~addition,~~Equity onAwards August 15, 2021, the board of directors of Cannovation Center Israel determined to adjust the compensation of David Kretzmer, director, to $2,000 per month, in each case retroactive to July 1, 2021. These amounts would be paid at ~~such~~December ~~time as Cannovation Center shall have~~31, ~~available funds therefor and as part of the operating budget for a minimum period of 18 months.~~2024

On August 9, 2022, the Company’s board also determined to grant to award to Mr. Kretzmer options under the 2018 Plan to purchase up to 2,356,420 shares of common stock, at a per share exercise price of $0.020. The ~~options are scheduled to vest over a three year period,~~ infollowing ~~twelve~~table ~~(12)~~sets ~~equal~~forth ~~installments,~~information ~~with~~concerning ~~the~~equity ~~first~~awards ~~instalment~~held ~~vesting~~by oneach ~~the third month anniversary~~ of ~~the~~our ~~date~~Named ofExecutive ~~grant~~Officers ~~and~~as ~~each further instalment on each subsequent third month anniversary, subject to such individual’s continued service with the Company. In the event~~ of aDecember ~~change in control~~31,

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