UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): May 11, 2020 (May 7, 2020)

 

TECHCARE CORP.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware   000-55680   68-0080601

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1140 Avenue of the Americas, New York, NY   10036
(Address of Principal Executive Offices)   (Zip Code)

 

(646) 380-6645

(Registrant’s telephone number, including area code)

 

Not applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   TECR   OTCQB

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. [  ]

 

 

 

     

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 7, 2020, the board of directors of the Registrant resolved to appoint Ms. Ora Meir Soffer to serve as Chief Executive Officer of the Registrant, effective immediately. Ora Meir Soffer serves as Chairperson of the Board of Directors of the Registrant. The information relating to Ora Meir Soffer provided in Item 5.02 of the Current Report on Form 8-K filed on March 4, 2020 is incorporated herein by reference.

 

Item 8.01 Other Events.

 

A letter to the shareholders of the Registrant from its CEO and Chairperson of the Board of Directors dated May 11, 2020 is attached hereto as Exhibit 9.1 and is incorporated herein by reference.

 

Item 8.02 Other Events.

 

Reference is made to Securities and Exchange Commission Release No. 34-88465 dated March 25, 2020 “Order under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions from the Reporting and Proxy Delivery Requirements for Public Companies” (the “Order”). The Order concerns exemptions from certain filing deadlines in light of coronavirus disease 2019 (COVID-19).

 

The outbreak of COVID-19 in Israel and attendant restrictions on life in Israel, which include, among others, our team and advisors being required to work from home, combined with the additional workload involved in completing the transactions reported by the Registrant during the first quarter of this year for the issuance and sale of shares in the Registrant and the sale of shares in its subsidiary Novomic Ltd, have caused delays in completing the required work on the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (the “Quarterly Report”). The Registrant is consequently unable to file the Quarterly Report on a timely basis. The Registrant is relying on the Order. The estimated date by which the Quarterly Report is expected to be filed is no later than June 15, 2020.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit: Letter to the shareholders of the Registrant from its CEO and Chairperson of the Board of Directors dated May 11, 2020.

 

     

 

 

SIGNATURES

 

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

 

  TechCare Corp.
     
  By: /s/ Ora Meir Soffer
  Name: Ora Meir Soffer
  Title: Chairperson of the Board

 

Date: May 11, 2020

 

     

 

 

 

Exhibit 99.1

 

 

Letter to Shareholders

 

To Our Shareholders,

 

This is the first time that, on behalf of TechCare new management and board, I am addressing you, our shareholders, and I am bringing with me a message of change and renewal.

 

As the new Chairperson and CEO, it is important for me to convey a clear, transparent, message on the process that we have gone through in the past few months and disclose our plans for the company’s new activity.

 

On January 6, 2020 we, the new primary shareholders of TechCare Corp., signed the agreement to acquire control of the company.

 

Since then, we have worked hard to close past issues and open a new page by building a strong infrastructure for the success of the new activity.

 

Our actions included the following:

 

  ● Finalizing the 2019 annual report, with the following highlights:

 

  ○ Novomic’s - the previous activity’s - results for 2019,
  ○ Divesting 90% of Novomic’s activity from the company,
  ○ Removing the “Going Concern Note” that has been with the company for years.

 

  ● Creating a strong infrastructure for the success of the new activity with the vision of being a powerhouse for high-growth technology companies utilizing our business and financial expertise in technology, real estate, and financing.
  ● To reflect the new activity, we are changing the company name to “Citrine Global, Corp.”. We filed a definitive information statement on Form 14(C) in connection with this change and expect it to take effect around the end of May 2020.

 

Summary of Activities of Citrine Global, Corp.

 

Vision:

 

Citrine Global’s vision is to be a powerhouse for high-growth technology companies via business and financial expertise.

 

A Winning Differentiated Strategy

 

  ● Citrine Global offers multi-strategy solutions combining strategic marketing, business development, real estate and asset management services and financing solutions.
  ● Such wide spectrum of services is targeted at helping create an integrated strategy that supports our client companies in achieving their local and global expansion ambitions.

 

We are proud to be launching this special differentiating strategy that will position Citrine Global as a unique player in the market for changing the way technology companies with promising solutions can be empowered to achieve growth milestones and global success.

 

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Activities Q1 2020:

 

COVID-19 caused some delay in submitting the financial reports and required some amendments to Citrine Global’s original plan and roadshow.

 

  ● The quarantine measures, flight cancellations and closures resulting from COVID-19 worldwide have made it difficult and even impossible to meet with different investors, parties and partners. However, we managed to adapt to the situation and built an alternative plan in a short time.

 

  ● The primary shareholders took the decision to support Citrine Global and signed a $1.8 million agreement for funding the company.
  ● Since the company’s directors and executives are based in Israel, and it was not possible to travel to New York and Europe, we decided to focus on the Israeli market as first step, via our 100% owned subsidiary Citrine Global Israel Ltd. We are now in advanced stages of deal processes with various technology companies, including public companies, in the fields of health, wellness, foodtech and medical cannabis.

 

We plan to support high-growth technology companies’ local and global expansion via an array of services. We have the ability to customize our services to each company’s needs - from assistance with strategic business planning to solving real estate-related and finance issues.

 

Our Short Term Plans

 

  ● We are striving to promote with all speed the new activity, side by side with restoring investor confidence in the company.
  ● We are now working to complete the S1 that will detail our plans and use of our infrastructure, expertise, and global connections for recruitment of top client companies.
  ● We will continue our processes with technology companies from Israel and we are already in advanced processes with a number of Israeli technology companies and we hope that in the near future we will report on a number of deals.
  ● We are actively monitoring the situation and will continue to monitor and take actions to abide with all regulatory requirements resulting from COVID-19.
  ● We are building a plan for an international Road Show that will start immediately once the quarantine and closure measures are removed in the various territories worldwide.

 

We operate in several channels in parallel and we plan to continue to build, buy, partner, invest, and co-innovate with our client companies in order to create as many synergetic, win-win alliances as possible and empower our client companies to become global leaders and improve the health and quality of life of as many people as possible worldwide.

 

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A Special Thank You

 

I would also like to thank you, our investors and shareholders, for your loyalty and support, helping us to fulfill Citrine Global’s vision and goals, which will bring to market technologies in health and wellness that will improve the lives of many people around the world.

 

I wish to express my deep thanks to all the team that has worked with me day and night to complete these moves: to the team from Pearl Cohen Zedek Latzer Baratz leading law firm, to our directors Ilan Ben Ishay and Ilanit Halperin, to our CFO Zviel Gedalihou, to the team from PwC, to Uri Ben-Or and his team, to my partners and advisers Yaron Pitaru and Edan Katz, to Ronit Pasternak, to Oren Traistman, Tali Dinar and the Novomic team, and to all the great teams of the primary shareholders of Citrine Global, Corp.: WealthStone, Neto Financing and Citrine S A L .

 

Best regards.

 

Ora Meir Soffer,

Executive Chairperson and Chief Executive Officer

May 11th, 2020

 

http://www.citrine-global.com/ 

 

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