Item 1.01 Entry into a Material Definitive Agreement.
On March 6, 2023, Cannovation Israel Center Ltd., a majority owned subsidiary
("Cannovation") of Citrine Global, Corp. ("Citrine Global") and S.R. Accord
Ltd., an Israeli company ("Lender"), entered into an 18-month credit facility
agreement (the "Credit Facility") pursuant to which the Lender has agreed to
fund Cannovation in an aggregate amount of 3,000,000 NIS (approximately
$857,000), as needed by Cannovation from time to time. At the time of each draw
down, Cannovation and Lender will determine the pay back of the loan. All
amounts drawn under the Credit Facility will bear interest at a monthly rate of
1.7% (plus VAT). Cannovation has the right to pre-pay the entire amount
outstanding under the Credit Facility at any time. On March 6, 2023, Lender
remitted to Cannovation $50,000 as an initial advance under the Credit Facility.
As a commitment fee for the Credit Facility, Lender was issued 2,154,677 shares
of Citrine Global common stock.
As security for any loans under the Credit Facility, Cannovation granted Lender
a lien on its rights to the 25,000 sq ft (11,687 sq meters) of industrial land
in Yerucham, 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. 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 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
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.
The Credit Facility includes standard default provisions.
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 issuance of 2,154,677 shares of common stock by Citrine Global to
Lender was made in reliance on the exemption from registration under Section
4(a)(2) of the Securities Act of 1933, as amended and/or Regulation S
promulgated thereunder.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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