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 29, 2020 (June 25, 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)
|
|
(Area 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.
The
Registrant has signed two additional agreements with Intelicanna – a Services Agreement and a Loan Agreement - following
the agreement dated May 2020 for acquisition of Intelicanna shares.
|
A.
|
Citrine
Global Loan Agreement to Intelicanna
|
On
June 25, 2020, the Registrant and its wholly owned Israeli subsidiary CTGL – Citrine Global Israel Ltd (“Citrine Global”)
signed an agreement with Intelicanna Ltd., an Israeli company listed on the Tel Aviv Stock Exchange with ticker symbol INTL (“Intelicanna”),
to loan Intelicanna NIS 1 million (around $300,000) for working capital purposes. References herein to Citrine Global include
the Registrant. The terms of the Loan Agreement include:
|
|
1.
|
The financing will
bear 6% annual interest and Intelicanna will make additional payments equalling 6% of gross revenues up to NIS 2 million (around
$580,000).
|
|
|
2.
|
If Intelicanna does
not pay all amounts due within 18 months, it shall, at Citrine Global’s option, issue to Citrine Global a number of
its shares equal to NIS 1.5 million (around $440,000) divided by the lower of (i) VWAP of the three trading days prior to
the lapse of the 18 months, and (ii) VWAP of the three trading days prior to the signing of the financing agreement.
|
|
|
3.
|
The financing will
be paid by Citrine Global to Intelicanna within 30 days of signing the loan agreement, subject to completion of due diligence
to Citrine Global’s satisfaction and to Intelicanna receiving a commercial medical growing license from the Medical
Cannabis Unit in the Israeli Ministry of Health.
|
|
B.
|
Citrine
Global Services Agreement to Intelicanna
|
Also
on June 25, 2020, the Registrant and Citrine Global entered into a services agreement with Intelicanna to provide business development
and consulting services to Intelicanna, including assistance with raising financing. The terms of the Services Agreement include:
|
|
1.
|
Citrine Global will,
for a period of 18 months from the date of the agreement, assist Intelicanna to raise up to NIS 15 million (approximately
$4.4 million) for Intelicanna, whether through issuance of convertible securities or any other means. The NIS 1 million (around
$300,000) provided under the Loan Agreement (see above) is part of this amount. All sums raised will be approved in advance
by Citrine Global, and in accordance with a business plan presented to Citrine Global from time to time. Citrine Global will
have no obligation under the Services Agreement to invest in Intelicanna, and no liability if its efforts to source financing
for Intelicanna do not bear fruit.
|
|
|
2.
|
In the event Intelicanna
raises funds through assistance from Citrine Global, Citrine Global will be entitled to (1) cash consideration equal to 5%
of any amount raised, whether directly from Citrine Global, or from any of its affiliates or any unrelated third party, and
(2) options to acquire a number of shares of Intelicanna equal to 5% of the amount raised divided by the Exercise Price. The
“Exercise Price” will be the price per share at which the amount was raised, or if it was not raised through issuance
of shares, the price per share at which Intelicanna last raised funds through issuance of shares.
|
|
|
3.
|
In addition, Intelicanna
may request that Citrine Global provide it business development and strategy-building services, including: consulting on strategy
and business plan; assistance defining financing needs; helping identify ways to develop potential sources of finance; and
ongoing consulting support to Intelicanna’s management team and board. Intelicanna will pay Citrine Global a fee of
NIS 2,500 (around $725) per day for the services. Each request for services will be for at least 90 days.
|
The
entry into the Loan Agreement and the Services Agreement is a further step in the Registrant’s strategic cooperation with
Intelicanna, following the agreement for acquisition by the Registrant of $500,000 of Intelicanna’s shares which was reported
by the Registrant on Form 8-K on June 1, 2020.
Intelicanna
is a publicly traded medical cannabis company based in Israel. It has obtained all regulatory approvals needed to operate in Israel,
including from the Medical Cannabis Unit in the Israeli Ministry of Health. It is active in plant genetics, agro technologies,
downstream processing and product development. It aims to create a portfolio of high quality products and technologies that help
optimize the process of cultivating and processing cannabis within the industry.
The
Registrant engages directly and/or through its affiliates to provide financing solutions and consulting services to high-tech
and biotech technology companies, including to Israeli companies active in the medical cannabis sector. It offers assistance with
equity financing, expanding operations, finding business partners, acquiring assets, mergers and acquisitions, and public and
private offerings, all in accordance with each target company’s business strategy.
Disclosure:
Ilanit Halperin is a director and the Chief Financial Officer of the Registrant, and is also the Chief Financial Officer of Intelicanna,
and an affiliate of the Registrant is also a shareholder of Intelicanna.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
See
Item 1.01 above.
Item
9.01 Financial Statements and Exhibits.
Exhibit 20: Press release: “Citrine Global (OTCQB: TECR) Signed Two Additional Agreements; Services Agreement & Loan Agreement; with Intelicanna (TASE: INTL), in Addition to the Share Acquisition Agreement Signed May 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 and CEO
|
Date:
June 29, 2020
Exhibit
20
PRESS
RELEASE
For
immediate release
Citrine
Global (OTCQB: TECR) Signed Two Additional Agreements with Intelicanna (TASE: INTL) – a Services Agreement and a Loan Agreement
- following the Agreement dated May 2020 for Acquisition of Intelicanna Shares
Citrine
Global is currently trading as TechCare Corp. (TECR). Its name change to “Citrine Global Corp.” is expected to take
effect soon.
June
29, 2020
On
June 25, 2020, as part of its multi-strategy solutions for growth-stage technology companies,
Citrine Global (OTCQB: TECR) with its wholly-owned Israeli subsidiary signed a Services Agreement and a Loan Agreement
with Intelicanna, a publicly-traded, Israeli, medical cannabis company listed on the Tel
Aviv Stock Exchange.
|
|
●
|
The
Services Agreement provides a framework under which Citrine Global is to provide business development and consulting services
to Intelicanna, including assistance with raising financing, during a period of 18-months for an amount of up to NIS15M ($4.45M).
|
|
|
|
|
|
|
●
|
The
Loan Agreement provides Intelicanna with NIS1M ($300K) in direct financing for working capital purposes for Intelicanna’s
sales.
|
This
is the next step in Citrine Global’s support of Intelicanna, following the share
acquisition agreement signed 31 May, 2020, to support Intelicanna’s growth stage.
The
solutions provided to Intelicanna are an example of Citrine Global’s multi-strategy solutions to support growth stage technology
companies’ expansion plans by providing a unique mix of ongoing financing support and business development services. Citrine
Global tailors its services in accordance with each company’s business strategy. The various services include: equity financing,
expanding operations, finding business partners, acquiring assets, mergers and acquisitions, and public and private offerings.
As
mentioned, Citrine Global focuses as its first step on the Israeli market, via its fully-owned subsidiary CTGL - Citrine Global
Israel Ltd., which targets Israeli technology companies in the fields of healthcare, wellness, food tech and medical cannabis.
This focus comes as a result of the constraints imposed by COVID-19 and since the company’s management is based in Israel
and already has a strong presence in the Israeli market.
Intelicanna
is a publicly traded medical cannabis company based in Israel. It has obtained all regulatory approvals needed to operate in Israel,
including from the Medical Cannabis Unit in the Israeli Ministry of Health. It is active in plant genetics, agro technologies,
downstream processing and product development. It develops high-quality medical cannabis and CBD-based products and technologies
that optimize the process of cultivating and processing cannabis within the industry.
About
Citrine Global Corp.
Citrine
Global’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 portfolio companies in achieving their local and global expansion plans.
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
Intelicanna Cannabis Innovation
Intelicanna
is a publicly traded medical cannabis company based in Israel. It has obtained all regulatory approvals needed to operate in Israel,
including from the Medical Cannabis Unit in the Israeli Ministry of Health.
From
plant genetics and agro technologies to downstream processing and product development, Intelicanna plans to leverage the wide
spectrum of proven Israeli know-how to revolutionize the process of medical cannabis cultivation and processing.
Capitalizing
on its specialists’ vast experience and deep understanding of the medical cannabis market, Intelicanna’s ‘R&D
to commercialization’ strategy aims to create a portfolio of high quality products and technologies that help optimize the
process of cultivating and processing cannabis within the industry.
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