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): June 24, 2020 (June 22, 2020)

 

TECHCARE CORP.

(Exact Name of Registrant as Specified in Its Charter)

(in process of name change to CITRINE GLOBAL, CORP.)

 

Delaware   000-55680   68-0080601

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

3 Hamelacha St., Tel Aviv, Israel   6721503
(Address of Principal Executive Offices)   (Zip Code)

 

+ (972) 73 7600341

(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 1.01 Entry into a Material Definitive Agreement.

 

On June 22, 2020, the Registrant entered into a share purchase agreement with Nanomedic Technologies Ltd., an Israeli company (“Nanomedic”) as part of an exclusive A-1 funding round open only to existing Nanomedic shareholders and their affiliates. The Registrant paid $450,000 for A-1 preferred shares of Nanomedic and also received warrants. The round raised approximately $2.2 million in total.

 

Nanomedic developed SpinCare™, the first and only system that integrates revolutionary electrospinning technology into a portable, bedside device, offering immediate wound and burn care treatment. Nanomedic has long identified the significant potential of combining electrospinning nanotechnology and biomaterials for a wide range of medical applications and is leading the innovative approach of bedside (on-the-spot) manufacturing using the first and only worldwide commercialized portable electrospinning device. Nanomedic is the only company that was able to minimize the electrospinning technology from large machines into a hand held, battery operated, commercialized device. Nanomedic has state-of-the-art facilities (ISO 13485 certified) along with a strong team and proven expertise and knowhow in developing medical equipment. https://nanomedic.com/; Nanomedic video: https://youtu.be/rqKqTIgXZT8. The Registrant issued a press release on June 16, 2020 about its investment in Nanomedic. A copy of the press release is attached hereto and incorporated herein by reference.

 

Citrine S A L Investment & Holdings Ltd and certain of its partnerships, all affiliates of the Registrant, were already beneficial shareholders of Nanomedic immediately prior to the A-1 funding round, as was Ilan Ben-Ishay, a director of the Registrant. Ora Meir Soffer, undersigned, was already a director of both Nanomedic and its Israeli parent company Nicast Ltd., and was already a beneficial shareholder of Nanomedic. The investment in Nanomedic was approved by the board of directors of the Registrant on June 10, 2020, as reported by the Registrant on Form 8-K on June 15, 2020.

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

 

Please refer to Item 1.01.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit 20: Press release: “Citrine Global Corp. (OTCQB: TECR) Announces Strategic investment in Nanomedic, a Medical Nanotechnology Company with Breakthrough Technology for Wound Treatment”

 

 

 

 

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 and CEO

 

Date: June 24, 2020

 

 

 

Exhibit 20

 

 

Citrine Global Corp. (OTCQB: TECR) Announces Strategic investment in Nanomedic, a Medical Nanotechnology Company with Breakthrough Technology for Wound Treatment

 

Citrine Global Corp., offering multi-strategy expansion solutions for growth-stage technology companies, participates in an exclusive funding round in Nanomedic, an Israeli medical company with unique technology of nanofiber ‘skin’ that revolutionizes wound care treatment (https://youtu.be/rqKqTIgXZT8)

 

Citrine Global is currently trading as TechCare Corp. (TECR). Its name change to “Citrine Global Corp.” is expected to take effect soon.

 

June 16, 2020 The board of directors of Citrine Global Corp. (OTCQB: TECR), approved, on June 10, 2020, an investment in Nanomedic Technologies Ltd., an Israeli company, through participation in an exclusive funding round open only to existing Nanomedic shareholders and their affiliates. Citrine Global decided to participate with $450,000. The funding round of $2.2 million is already fully subscribed and the investment agreement is expected to be closed in a few days.

 

Nanomedic developed SpinCare™, the first and only system that integrates the revolutionary electrospinning technology into a portable, bedside device, offering immediate wound and burn care treatment. This exceptional product, developed during the past five years, is patent protected.

 

SpinCare treats burns, wounds, and surgical injuries by mimicking human tissue. The lightweight device emits a proprietary nanofiber “second skin” that completely covers the area that needs to heal. The method avoids any need to come into direct contact with the wound, thus eliminating the painful routine of bandage dressings and risk of infection. The transient skin then fully develops into a secure physical barrier with tough adherence. Once new skin is regenerated, the layer naturally peels off. Using the product does not require any special training. At present, the product is designed for use in hospitals and clinics but in the future, the company will market the product for emergency use such as ambulances, for military use and ultimately for home care.

 

The product has approval for distribution in Europe after gaining the CE mark. It has also been awarded approval by the Ministry of Health (AMAR – Medical Accessories and Devices) in Israel and has recently started the FDA process.

 

Ms. Ora Soffer, Citrine Global’s Chairperson and CEO, states “Israel is a source of a lot of innovation and Nanomedic’s technology is a breakthrough technology in its field. We are confident that the company will be successful in implementing its global growth strategy and business plan, further enhanced with the provision of our expertise and services”.

 

Ms. Chen Katz, Nanomedic’s Chairperson, states: “We are excited that Citrine Global has joined the exclusive funding round. For us, this is another sign of confidence in our innovative, patent protected, technology, for which we have received excellent feedback from numerous physicians, patients, hospitals, and companies with whom we’ve been in touch – both in Europe and in Israel. We look forward to our next steps with Citrine Global. I am sure that with the current investment round we can reach our targets for global expansion and growth”.

 

 

 

 

About Citrine Global Corp.

 

Citrine Global Corp.’s business activity is comprised of creating value and implementing expansion strategies for growth-stage technology companies, offering 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.

 

Key Target Markets: We believe the health and wellness fields are demonstrating high growth potential and we are therefore primarily focused on these sectors. We plan on empowering innovative companies to become global leaders and improve the health and quality of life of as many people as possible worldwide.

 

Geographies: The Company provides solutions to companies from Israel, USA, Canada, Europe and around the world through subsidiaries and local teams and professionals in each region.

 

The company operates in the Israeli market, via its fully-owned subsidiary, which targets Israeli startups and technology companies in the fields of Healthcare, Wellness, Food Tech and Israeli Medical Cannabis companies. http://www.citrine-global.com

 

About Nanomedic

 

Nanomedic is an innovative nanotechnology company focused on the development and manufacturing of portable electrospinning technology.

 

Nanomedic has long identified the significant potential of combining electrospinning nanotechnology and biomaterials for a wide range of medical applications and is leading the innovative approach of bedside (on-the-spot) manufacturing using its first and only worldwide commercialized portable electrospinning device. Nanomedic is the only company that was able to minimize the electrospinning technology from large machines into a hand held, battery operated, commercialized device. Nanomedic has state-of-the-art facilities (ISO 13485 certified) along with a strong team and proven expertise and knowhow in developing medical equipment. https://nanomedic.com/; Nanomedic video: https://youtu.be/rqKqTIgXZT8

 

For inquiries and further information, please contact: info@citrine-global.com

 

Disclaimer:

 

This communication does not constitute an offer to purchase or exchange or the solicitation of an offer to sell or exchange any securities of the Company.

 

This communication contains certain statements that are neither reported financial results nor other historical information and other statements concerning the Company.

 

These statements include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, events, products and services and future performance. Forward-looking statements are generally identified by the words “will”, “expects”, “anticipates”, “believes”, “intends”, “estimates”, “target”, and similar expressions. These and other information and statements contained in this communication constitute forward-looking statements for purposes of applicable securities laws. Although management of the Company believes that the expectations reflected in the forward looking statements are reasonable, investors and security holders are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of the Company, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by the forward-looking information and statements, and the Company cannot guarantee future results, levels of activity, performance or achievements.

 

Factors that could cause actual results to differ materially from those estimated by the forward-looking statements contained in this communication include, but are not limited to: trends in target markets; effects of competition in the Company’s main markets; ability to establish and maintain strategic relationships in its major businesses; profitability of the growth strategy; and changes in global, political, economic, business, competitive, market and regulatory forces. Moreover, neither the Company nor any other person assumes responsibility for the accuracy and completeness of such forward-looking statements. The forward-looking statements contained in this communication speak only as of the date of this communication and the Company or its representatives are under no duty, and do not undertake, to update any of the forward-looking statements after this date to conform such statements to actual results, to reflect the occurrence of anticipated results or otherwise except as otherwise required by applicable law or regulations