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): January 5, 2022
CITRINE GLOBAL, CORP.
| Delaware | 000-55680 | 68-0080601 | ||
| (State or Other Jurisdiction | (commission | (IRS Employer | ||
| Of incorporation) | File Number) | Identification Number) |
| 2 Jabotinsky St., Atrium Tower, Ramat Gan, Tel Aviv District, Israel | 5250501 | |
| (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 | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
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.
Pursuant to the Convertible Note Purchase Agreement dated as of April 1, 2020, as subsequently amended (the “Convertible Note Agreement”), entered into by Citrine Global, Corp. (the “Company”) and Citrine S A L Investment & Holdings Ltd, 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, all of which are affiliated entities (each a “Buyer” and collectively the “Buyers”), 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, $180,000 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 terms of the advances under the Convertible note agreement were previously disclosed by the Company in Current Reports on Form 8-K filed on each of April 21, April 23, June 12, 2020 and June 24, 2021. 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 $0.5 per share.
Additionally, on January 5, 2022, the Company and the Buyers entered into the Fourth Amendment to the Convertible Note Agreement pursuant to which the following was agreed to:
| (i) | The principal and accrued interest on all outstanding loans 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; | |
| (ii) | The conversion price on all outstanding notes under the Convertible Note Agreement has been adjusted to a conversion price of $0.05 per share | |
| (iii) | The exercise price on all outstanding warrants issued in connection with advances made under the Convertible Note Agreement has been adjusted to an exercise price of $0.05 per share. |
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sales of Equity Securities.
The information included in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 3.02.
The foregoing issuances of the Series A Warrants and Series B Warrants were made in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), in reliance upon exemptions from the registration requirements of the Act in transactions not involving a public offering, including, but not limited to the exemption provided pursuant to Rule 506(b) of Regulation D, as promulgated by the Securities and Exchange Commission under the Act for offers and sales of restricted securities in a private, non-public transactions.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Fourth Amendment to the Convertible Note Purchase Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
| Citrine Global, Corp | ||
| By: | /s/ Ora Elharar Soffer | |
| Name: | Ora Elharar Soffer | |
| Title: | Chairperson of the Board and CEO | |
Date: January 11, 2022
Exhibit 10.1
January 4, 2022
| Re: | Fourth Amendment to Convertible Note Purchase Agreement dated April 1, 2020 |
Reference is made to the following:
| (i) | Convertible Note Purchase Agreement, dated April 1, 2020, (the “Convertible Note Agreement”) entered by and among Citrine Global, Corp. (the “Company”), Citrine S A L Investment & Holdings Ltd, 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 (collectively, the “Buyers”), and as subsequently amended; | |
| (ii) | Convertible Promissory Note in the principal amount of $100,000 issued by the Company on June 12, 2020 to the order of Citrine Hi Tech 7 LP and due July 31, 2023 (“Note 1”); | |
| (iii) | Convertible Promissory Note in the principal amount of $170,000 issued by the Company on April 19, 2020 to the order of Citrine 8 LP and due July 31, 2023 (“Note 2”); | |
| (iv) | Convertible Promissory Note in the principal amount of $900,000 issued by the Company on June 15, 2020 to the order of Citrine 9 LP and due July 31, 2023 (“Note 3”); and | |
| (v) | Convertible Promissory Note in the principal amount of $350,000 issued by the Company on June 21, 2021 to the order of Citrine 8 LP and due July 31, 2023 (“Note 4”; together with Note 1, Note 2, Note 3, the “Outstanding Notes”) |
The purpose of this amendment letter (the “Amendment Letter”) is to amend certain of the terms of Convertible Note Agreement, the Outstanding Notes, and the outstanding warrants subsequently issued in connection with the Outstanding Notes (hereinafter, the “Outstanding Warrant”), all as hereinafter provided.
1. Amendment to the Outstanding Notes. In consideration of the warrants and increased interest rate on the Outstanding Notes agreed to by the parties hereunder under the Second Amendment to the Convertible Loan Agreement dated as of April 12, 2021, the parties intend to amend each of the Outstanding Notes as provided below:
(i) The preamble to the Outstanding Notes prior to Article I (Conversion Rights) shall be amended to add the following text
“The principal and interest payment 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.”
(ii) Amendment to Section 1.2 (Conversion Price). Section 1.2 is hereby amended to delete the text thereunder and replace with the following.
“The conversion price per share of the Common Stock shall be $0.05 (the “Conversion Price”)”.
| 2. | Amendment to Outstanding Warrants. |
The exercise price of the Outstanding Warrants shall, without any further action, be revised to an exercise price of $0.05 per share.
This Amendment Letter shall become effective as of the date hereof. There are no conditions precedent or subsequent to the effectiveness of this Amendment Letter. Except as modified by the terms of this Amendment Letter, the terms and provisions of the Convertible Loan Agreement and the Outstanding Notes shall remain unmodified and in full force and effect. Other than as stated herein, this Amendment Letter shall not operate as a waiver of any condition or obligation imposed on the parties under the Convertible Loan Agreement, the Outstanding Notes and the Outstanding Warrants. In the event of any conflict, inconsistency, or incongruity between any provision of this Amendment Letter and any provision of the Convertible Loan Agreement, the Outstanding Notes and the Outstanding Warrants, the provisions of this Amendment Letter shall govern and control. This Amendment shall not be changed or modified orally, but only by an instrument in writing signed by the parties.
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IN WITNESS WHEREOF, the undersigned have executed this Letter Amendment as of the date first written above.
| CITRINE GLOBAL, CORP. | CITRINE S A L INVESTMENT & HOLDINGS LTD | |||
| By: | /s/ Ilanit Halperin | By: | /s/ Ora Elharar Soffer | |
| Name: | Ilanit Halperin | Name: | Ora Elharar Soffer | |
| Title: | Title: | |||
| BEEZZ HOME TECHNOLOGIES LTD | WEALTHSTONE PRIVATE EQUITY LTD | |||
| By: | /s/ Ora Elharar Soffer | By: | /s/ Ilan Ben Ishay | |
| Name: | Ora Elharar Soffer | Name: | Ilan Ben Ishay | |
| Title: | Title: | |||
| WEALTHSTONE HOLDINGS LTD | GOLDEN HOLDINGS NETO LTD | |||
| By: | /s/ Ilan Ben Ishay | By: | /s/ Ilan Ben Ishay | |
| Name: | Ilan Ben Ishay | Name: | Ilan Ben Ishay | |
| Title: | Title: | |||
| CITRINE BIOTECH 5 LP | CITRINE HIGH TECH 6 LP | |||
| By: | /s/ Ora Elharar Soffer | By: | /s/ Ora Elharar Soffer | |
| Name: | Ora Elharar Soffer | Name: | Ora Elharar Soffer | |
| Title: | Title: | |||
| CITRINE HIGH TECH 7 LP | CITRINE 8 LP | |||
| By: | /s/ Ora Elharar Soffer | By: | /s/ Ora Elharar Soffer | |
| Name: | Ora Elharar Soffer | Name: | Ora Elharar Soffer | |
| Title: | Title: | |||
| CITRINE 9 LP | CITRINE BIOTECH 10 LP | |||
| By: | /s/ Ora Elharar Soffer | By: | /s/ Ora Elharar Soffer | |
| Name: | Ora Elharar Soffer | Name: | Ora Elharar Soffer | |
| Title: | Title: | |||
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