Item 8.01 Other Events.
On December 8, 2022, Citrine Global Corp., a Delaware corporation (the "Company"
or "Citrine Global"), entered into a Memorandum of Understanding (the "MOU")
with MyPlant Bio Ltd., a company incorporated under the laws of the State of
Israel ("MyPlant"), Cannasoul Analytics Ltd., a company incorporated under the
laws of Israel ("Cannasoul"), and PurPlant Inc., a company duly incorporated
under the laws of Canada ("PurPlant") (Cannasoul and PurPlant are collectively
referred to as the "Shareholders"), and Professor Dedi Meiri, an Israeli
individual("Prof Meiri"). The agreements in the MOU are to be memorialized in
definitive agreements containing the terms therein as well as other terms
standard for agreements of this nature (the "Definitive Agreement").
MyPlant is an Israeli company that was incorporated in 2018 and founded by
Cannasoul Analytics, a leading botanical research and development company and
Prof. Dedi Meiri from the Faculty of Biology at the Technion and a member of the
Technion Integrated Cancer Center. MyPlant specializes in botanical drug
development and owns certain know-how and intellectual property rights that
include a developed platform and cell-disease models to screen plant extracts to
understand their biological effect, and has screening platforms using cell line
models for certain diseases and conditions to detect effective plant materials
and/or other substances for the treatment of these conditions. These are
intended create a robust database mapping the biological effect of different
plant materials and isolated plant molecules on different biological cell
models.
Subject to the execution of the Definitive Agreement and due diligence, Citrine
Global shall have the option to purchase up to 55% of MyPlant's issued and
outstanding share capital as follows. Initially, the Company will purchase from
the Shareholders ordinary shares of MyPlant representing 10% of MyPlant's issued
and outstanding share capital on a fully diluted basis (the "Initial Shares")
against the payment to the Shareholders of the purchase price of US$ 444,444, to
be paid to MyPlant's Shareholders by the issuance of an aggregate of 9,259,250
shares of Citrine Global's common stock (the "Citrine Global Stock") to them.
The closing of the purchase of the Initial Shares will be subject to certain
specified conditions.
In addition, the Shareholders granted Citrine Global an option, exercisable at
Citrine Global's sole discretion through September 30, 2023, to purchase
additional MyPlant shares held by the Shareholders such that following such
purchase, Citrine Global will hold through the exercise of such option, an
additional 35% of the issued and outstanding MyPlant share capital, on a fully
diluted basis, against the payment of the purchase price to the Shareholders of
US$ 1,555,556, to be paid by the issuance to MyPlant Shareholders of an
aggregate of 32,407,417 shares of the Citrine Global Stock. MyPlant also granted
to the Company an option exercisable at the Company's sole discretion through
September 30, 2023, to acquire from MyPlant additional MyPlant Shares
representing an additional 10% of the then issued and outstanding MyPlant shares
on a fully diluted basis. Both options will be subject to certain specified
conditions.
The transactions are premised on a pre-money valuation of MyPlant of
approximately $4.45 million. Citrine Global is authorized to request an
independent third party valuation of MyPlant, with the valuator being reasonably
acceptable to MyPlant. The Definitive Agreements will contain adjustment
provisions if such independent third party valuation, if any, determines that
the MyPlant valuation is less than $4.45 million.
The MOU contains a no shop provision through the 90th day period following
execution of the MOU which period is extendable additional 60 days at Citrine
Global's sole discretion.
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