CITRINE GLOBAL CORP. Forward-looking Statements
This Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws, and is subject to the safe-harbor created by such Act and laws. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of such terms, or other variations thereon or comparable terminology. The statements herein and their implications are merely predictions and therefore inherently subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results, performance levels of activity, or our achievements, or industry results to be materially different from those contemplated by the forward-looking statements. Except as required by law, we undertake no obligation to release publicly the result of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Further information on potential factors that could affect our business is described under the heading "Risk Factors" in Part I, Item 1A, of our Annual Report on Form 10-K for the fiscal year endedDecember 31, 2019 . Readers are also urged to carefully review and consider the various disclosures we have made in that report.
Overview and Recent Developments
The Company's new business activity was introduced immediately upon the change
of control of the Company which occurred on
The Company's new business activity comprises creating value and implementing
expansion strategies for growth-stage technology companies. The Company believes
the health, wellness, food tech and Israeli medical cannabis fields are
demonstrating high growth potential, and is therefore primarily focused on these
sectors. The Company aims to empower innovative companies to become global
leaders and improve the health and quality of life of as many people as possible
worldwide. The Company aims to support local and global expansion of such target
companies via an array of services customized to each company's needs, from
assistance with strategic business planning to solving real estate-related and
finance issues. The Company offers multistrategy solutions combining strategic
marketing, business development, real estate and asset management services and
financing solutions. By offering such a wide spectrum of services the Company
aims to help create an integrated strategy that supports its target companies in
achieving their local and global expansion ambitions. The Company seeks to work
proactively and collaboratively with the target companies in order to allow them
to scale quickly and achieve their milestones. Further detail is provided in the
notes to the financial statements.
Description of the New Business - Citrine Global, Corp.
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Following the recent change of control over the Company, we started a new
business. Our vision is to be a powerhouse for high-growth technology companies
via our business and financial expertise. To better align our name with the new
business, we decided to change the name of the Company to Citrine Global, Corp.
We filed a Schedule 14(C) information statement in connection with the name
change and expect the name change to take effect soon. On or about the same
time, we expect to also start trading under a new ticker symbol. We will file a
current report on Form 8-K once the new name and new ticker symbol become
effective.
We are focused on creating value and implementing expansion strategies for growth-stage technology companies.
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We aim to support local and global expansion of our client companies. We plan to bolster high-growth technology companies via an array of services, with the ability to customize them to each company's needs - from assistance with strategic business planning to solving real estate-related and finance issues.
We offer 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.
We seek to work proactively and collaboratively with our clients in order to allow them to scale quickly and achieve their milestones.
We believe the health, wellness and food tech fields are demonstrating high growth potential and 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.
Strategy Multi-Strategy Solutions:
We offer a mix of business development services, asset and real estate support and financing solutions to help our client companies achieve their growth potential.
Potential client companies we review will receive financing after successful completion of due diligence and evaluation of legal, IP, financial, technological, business, equity/collateral secured loans, shares, sales, assets and real estate aspects in order to minimize risk. The Company seeks to work proactively and collaboratively to achieve the best possible results. Through our offices and partners around the world, we believe we have the platform to achieve our goals. Our global network of partners and advisers has vast experience in working with start-ups and growth-stage companies helping them create strategic growth plans and present unique, strategic partnership options using a global professional network. The Company's partners and managers are all experienced investors and top-level managers that held high level positions in leading companies. They place at the Company's disposal their network, experience and expertise and offer deep industry know-how in emerging technology markets, to achieve the growth goals and global success our client companies strive for. The Company's services range from assistance with strategic business planning to operational execution and financing, customized for the needs of each client company.
Business Development and Consulting:
Business development, creating synergistic partnerships, assisting managements build a strategy and set milestones, assist in finding M&A targets and in paving the way for a public offering.
We assist our client companies with:
? The Business - assisting the company management in building strategic analysis, business modelling, sales strategies, brand positioning, process development, and milestones for global success.
? Optimize Product Strategy - we bring marketing and industry experts to perfect product strategies.
? Ramp up Sales Force - having scaled businesses globally, our team assists in further sales ramp-up.
? Expand Globally - assisting the company management in building strategy and milestones for global success.
? Preparation for Investment - support with financial valuations, preliminary negotiations for investment, mergers, IPO and more.
? Local and International Networking - market development with the support of our partners and business network, we help our companies access international markets.
? The Board - provide board advisory support and assist in finding the right team.
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? The Team - our extensive network allows us to find the right team and recruit top talent.
? Capital Raising - public and private capital raising.
?
? Streamline Operations - with a strong operational background, we assist in improving operations.
? Scale Infrastructure - we want our businesses to be references in terms of their infrastructure.
? Asset and Real Estate - provide solutions for companies' real estate and assets to support their local and global expansion.
Real Estate: Provide solutions for companies' real estate-related needs, whether it is an office space, a lab or a greenhouse, we will assist the company in finding the right real estate at the right place and provide ongoing management services to these assets - all with the aim to enable our client companies to focus on the core aspects of their business and create value to their shareholders. Financing:
Assist client companies in finding potential sources of financing for their businesses, whether by connecting them to third party investors or making an investment ourselves, or both.
Selection Criteria and Process:
Growth stage technology companies in the fields of healthcare and wellness with high growth potential.
Selection Criteria:
? The companies' technology and IP
? The management team
? Financial model, market strategy and growth potential
? Addressable global market, competition and potential for international partnerships, mergers, and strategic investments
? Capability for providing collateral
? Substantial equity and revenue base
? Public companies - an advantage
The Company intends to initially focus on Israeli companies through its Israeli
subsidiary CTGL - CITRINE GLOBAL ISRAEL LTD (company number 516201159) was
incorporated on
Key Target Markets
We primarily target growth-stage technology companies focused on health and wellness solutions.
Health and Wellness Market - Overview:
The health and wellness industry is growing consistently and rapidly on a global scale, consisting of over 10% of the global GDP. Health and wellbeing tops consumer agendas creating addressable target markets of trillions ofdollars.1 The digital health market is projected to reach over$500 billion at a CAGR of nearly 30% by 2025, the biotech market is expected to reach$775 billion by 2024, and the wellness market is estimated at$4,500 billion .2
The healthcare industry, and specifically the biotech sector, seeks to solve many of the world's medical problems.
1
https://www.who.int/health_financing/documents/health-expenditure-report-2019.pdf?ua=1;
https://www2.deloitte.com/global/en/pages/life-sciences-and-healthcare/articles/global-health-care-sector-outlook.html;
2 https://www.gminsights.com/industry-analysis/digital-health-market; https://globalwellnessinstitute.org/industry-research/2018-global-wellness-economy-monitor/; https://www.grandviewresearch.com/industry-analysis/corporate-wellness-market
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The wellness industry is defined as products and solutions that enable people to incorporate wellness activities and lifestyles into their daily life.
The industry is divided into the following main categories:
? therapeutics ? pharmaceuticals ? biologics ? botanicals
Improvements in health technology and scientific breakthrough innovations are changing treatment paradigms towards directions of:
? preventative ? diagnostic ? holistic patient care
Democratized knowledge is driving demand for innovative health and wellness products and services across all demographics and geographies.
Changing consumer behavior and disruptive technologies are enabling the rapid consumerization and personalization of healthcare.
There is an evolution from prescription drugs, doctor-administered diagnostics and medical treatments to a new marketplace centered around the well-being of people as individuals not patients, enabling and improving 'quality of life' in ways which can be seamlessly integrated into their daily routines.
For these reasons we decided to place our focus on personalized health and wellness.
Many of these innovations are being driven by a new generation of venture-backed, more consumer-orientated companies, often underserved by the traditional medical and pharma VC marketplace. There are also pronounced market asymmetries between the sources of some of the most important wellness innovations in parts ofEurope and Israel and the large consumer-driven marketplaces for these innovations globally.
Health and Wellness Markets - Fields:
Medical Food: ? Vitamins and minerals ? Nutritional supplements ? Food allergies
? Personalized nutrition and functional foods
? Digestion and gut health ? Weight management ? Cannabis edibles ? Plant based alternatives
?
Medical Cannabis: ? Cannabis plant genetics
? Pharmacological cannabis effects
? Cannabis cultivation methods
? Cannabis-infused edibles
? Cannabis-based medications
? Cannabis products development
? Cannabis wellness solutions development
? Cannabis personalized medicine solutions
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Physical and Mental Wellbeing:
? Cognitive/brain wellbeing ? Physical therapies ? Injury prevention
? Relaxation management and meditation
? Brain health and neurosciences
? Mood and stress detection and management
? Hypertension ? Anxiety and depression
Anti-Aging and Improved Longevity:
? Skin health/repair ? Bone/joint health
? Personalized fitness and physical mobility
? Lifestyle management ? Fatigue abatement ? Sleep quality ? Pain management
? Mental alertness and dementia abatement
? Preventive and personalized fitness tracking
? Continuous health monitoring and biofeedback
? Point of care testing and screening devices
? Personalized big data and e-health analytics
? Unregulated or minimally regulated wearables, implants
? Post hospital/surgery monitoring
Health and Wellness Markets - Trends and Drivers:
? Health and wellness industry drivers/trends turned into investment opportunities.
? Deregulation of healthcare industry: devolution from hospitals-to-clinics-to-self.
? Technical innovation driving change: consumerization, digitization and democratization of wellbeing.
? Increased awareness of food and nutrition: new generation of functional and personalized foods.
? Cognitive health just as important as physical health: alternative remedies and improved awareness.
? Increased lifespan places huge demands on current systems: anti-aging, lifestyle management, quality of life.
? New consumers' preferences and behavior: non-surgical, nonprescription, self-administered, self-testing.
? New business models and connected ways of making payments: insurance coverage includes more wellbeing.
? New regulations allowing cannabis infused medications, products and edibles.
Geographies
The Company opens opportunities with an insider's entree into fast-growing industries with access to strategic investment opportunities. All this under a credible institutional quality platform.
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? Israel is truly a 'start-up nation' and has global leaders in almost any category of technology-driven innovation covered by the Company.3
?
?
InDecember 2019 , a strain of novel coronavirus (COVID-19) causing respiratory illness emerged in the city ofWuhan in theHubei province ofChina , and inJanuary 2020 , theWorld Health Organization declared the COVID-19 outbreak a public health emergency. The COVID-19 has spread to many countries and is impacting the markets globally. Many countries, states and municipalities have enacted quarantining regulations which severely limit the ability of people to move and travel, and require non-essential businesses and organizations to close their physical offices. The situation created by COVID-19 worldwide has made it difficult and even impossible to meet with different investors, parties and partners. The company managed to adapt to the situation and built an alternative plan in a short time. Since it was difficult and even impossible to travel specifically toNew York andEurope , and since the company directors and executives are based inIsrael , Citrine Global took the decision to focus on Israel as first step, via its fully-owned subsidiary CTGL - CITRINE GLOBAL ISRAEL LTD (company number 516201159) which was incorporated onJune 3, 2020 .
CGTL -
CGTL - Citrine Global Israel targets Israeli startups and technology companies, and in particular public companies, in the fields of healthcare, wellness, foodtech and medical cannabis.
About Israel - the "Startup Nation" 4:
? Israel has earned the nickname "Startup Nation" for a very good reason: with a population of around 8.5 million, it has the largest number of startups per capita in the world, around one startup per 1,400 people. This phenomenon has caught the eyes of companies with global reach and global aspirations.
? The hi-tech ecosystem in
? Israel is known for its academic research yielding world renown innovations
and
? In addition, the government recognizes the role of the high-tech industry as a main economic catalyst and supports innovations via funding and other models.
? Israel, as small as it may be, has attracted the interest of the world's major
technology companies, which have set up R&D centres in
3 https://apex.aero/2019/05/22/startup-nation-israel-become-silicon-valley
4 ibid. 19
CGTL -
CGTL - Citrine Global Israel offers a unique, independent strategy that covers the whole spectrum of services and financing options to ensure the success of its chosen client companies, combining working capital financing, business escort, technological consulting services, real estate and infrastructure services for companies and a global network of experts and business contacts in the relevant fields.
CTGL -
CTGL - Citrine Global Israel has a team of serial entrepreneurs and leading business people and a network of top scientists, researchers and industry leaders, targeting to create an eco-system to promote its client companies towards success.
CTGL - Citrine Global Israel leverages the knowledge and experience of Citrine S A L High Tech and Citrine Biotech investment funds that have been operating for years in the Israeli start up market and have long term experience in investing in and promoting many startup companies.
CTGL - Citrine Global Israel also leverages the knowledge and experience of
CTGL -
The medical foods market covers fields including: vitamins and minerals; nutritional supplements; food allergies; personalized nutrition and functional foods; digestion and gut health; weight management; cannabis edibles; plant based alternatives; neutronics and personalized nutrition.
The global medical foods market is expected to be worth
Medical food market drivers include:
? Rise in geriatric population
? Growing incidences of chronic diseases
? Increasing awareness regarding clinical nutrition amongst patients and healthcare professionals
In the past, meal replacements were mainly consumed by the elderly or the ill, frequently suffering from nutritional deficiencies. This has changed in recent years, with the marketing of meal replacements increasingly targeting healthy adults.
In addition, we see the emergence of cannabis-enhanced health edibles and drinks, that is expected to continuously grow by more than 250% by 2021. 6
5 https://www.grandviewresearch.com/industry-analysis/medical-foods-market
6 https://www.grandviewresearch.com/industry-analysis/medical-foods-market; https://www.grandviewresearch.com/press-release/global-medical-foods-mark
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CTGL - Citrine Global
The medical cannabis market covers fields including: cannabis plant genetics; pharmacological cannabis effects; cannabis cultivation methods; cannabis-infused edibles; cannabis-based medications; cannabis products development; cannabis wellness solutions development; cannabis personalized medicine solutions.
Medical cannabis solutions have been approved for medical use in many countries and have been shown to benefit more than 40 serious medical conditions, including:
? Cancer ? Multiple sclerosis ? Parkinsons ? Epilepsy ? Chronic pain ? Post trauma
? Chronic digestive problems, Crohn's Disease
? Anxiety and sleep disorders
? Concentration and memory problems
? Tourette Syndrome Medical cannabis inIsrael :
? The
? Research into the cannabis plant began in
? Research into the cannabis plant in
? The cannabis plant is still not permitted for research in theUSA , is still restricted under US federal law, and is only recently increasingly studied in European countries. ? As a result, Israel has an advantage in the field, relative to the rest of the world, and in academic knowledge on the medical potential of the cannabis plant in treating diseases such as cancer, epilepsy, and childhood autism. ? The world's major drug companies have already begun to express an interest in Israeli research, as well as the big challenge involved in registering patents and intellectual property for drugs using the cannabis plant, which is a complex plant with hundreds of active ingredients.
? Around 100 cannabis-related startups are currently operating in
Medical Cannabis Global Market Size:
? In the world, there are over 40 countries that allow legal use of medical cannabis and the medical cannabis industry is also expanding to the wellness and medical foods sectors with cannabis incorporated into a variety of edibles, pills, spray products, transdermal patches, supplements, salves, ointments and lotions. ? Legal medical cannabis products sales grew 45.7% to$14.9 billion in 2019. This worldwide growth estimate reflects the highest annual growth rate to date. As a result of expected growthArcView Group has updated their 2024 forecast to$42.7 billion in worldwide legal cannabis sales. 7 ? In addition, we see the emergence of the cannabis-enhanced health edibles and drinks market, that is expected to continuously grow by more than 250% by 2021. 8
Asset and real estate services for the health and medical cannabis industry:
? The healthcare and medical cannabis industry creates attractive opportunities to invest in the industrial real estate sector with a focus on regulated medical-use cannabis facilities.
? Healthcare and medical cannabis companies specifically need infrastructure and assets that are licensed and guarded according to various regulations, involve long-term rentals, and more.
? Citrine has built a model adapted to these companies' needs, covering innovation centers, laboratories, pharmacies, and clinics.
7 https://www.grandviewresearch.com/industry-analysis/medical-foods-market
8 https://www.grandviewresearch.com/industry-analysis/medical-foods-market; https://www.grandviewresearch.com/press-release/global-medical-foods-mark
21 The Company at this time intends to carry out its cannabis-related activity through its Israeli subsidiary only, and not the US parent company, and to be involved, and engage with client companies that are involved, in cannabis-related activities only in countries where the activity has been authorised under all appliable laws. The Company does not at this time intend to be involved, either directly or indirectly, in cannabis-related activity inthe United States , in light of the federal-level restrictions in place at this time.
Citrine Global, Corp.'s primary shareholders
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WealthStone Group
WealthStone Group specializes in alternative investments and operates in various
fields with extensive financial knowledge and experience. WealthStone Group has
real estate funds, hedge funds and technology investments funds and manages more
than half a billion US dollars in investments in Israel .
Wealthstone introduces private investors to a world of investments which until now was reserved to an exclusive group, to allow investors to benefit from diversified alternative investments, with strong collateral and attractive returns.
Wealthstone has a variety of products with a wide range of investment periods, risk and security levels, so that each investor is matched with the most suitable investment.
The world of alternative investments is multi-faceted, with a wide range of
investment opportunities that tend to be quite confusing for those
The management team and the funds' GP partners specialize in each fund's area, covering real estate, technologies, hedge funds and financing, and they are supported by top professional consultants in the respective fields, among them, appraisers, engineering companies, legal advisers, and other experts in each sector.Wealthstone Real Estate :Wealthstone Real Estate deals with financing and lending for projects in the real estate sector, urban renewal, removal-construction, and projects requiring equity and senior debt financing. It is one of the largest companies inIsrael for financing renewal projects through limited partnerships in which it serves as a general partner. It is ranked by DUN'S 100 among the leading 100 companies in Israel's real estate sector. DUN'S 100 is a professional, objective, and reliable guide based on fixed, defined, and measurable criteria according to various market sectors. 22
Citrine
Citrine
CitrineS A L technology funds invest in high potential Israeli startup companies that own transformational technologies, leading a unique, independent investment strategy with a professional team and a global network of first-class partners and advisors. CitrineS A L operates through limited partnerships, includingCitrine S A L High Tech Ltd andCitrine S A L Biotech Ltd , offering a wide array of investment opportunities to private investors, for a range of investment periods.
The funds operate in various fields of technology investment including:
? Partnerships for investing in high-tech companies.
? Partnerships for investing in biotech companies.
? Partnerships for investing in companies designed for an IPO.
? Along with the financial investment, Citrine S A L provides assistance in building strategies, finding business partners, giving support in financial processes, mergers and acquisitions.
Citrine S AL funds have already invested in several promising Israeli companies
including: Nicast, NanoMedic, WellBe,
The Citrine S A L -
Additionally, Citrine has models and investments in partnerships that are designed for institutional investors, foreign investors and designated investment groups.
Neto Financial Planning Neto Financial Planning was founded over 27 years ago and is one of the largest companies in the Israeli private and business financial planning and insurance industry.
Neto has thousands of loyal customers, which it has been accompanying for many
years, providing financial advisory services in respects of products with a
market worth of over
Neto Financial Planning (Neto) is Israel's largest financial planning private company. DUN'S 100 has ranked Neto among the leading 100 companies in Israel's financial planning sector each year since 2018. Neto is the only Israeli broker included in the DUN'S 100 rankings. Neto provides holistic (comprehensive) financial planning for thousands of clients across Israel, through a network which includes financial plannerswho are licensed pension advisors and an administrative and professional support team. Neto's significant scale and experience enable its clients to benefit from a wide variety of investment opportunities, income tax planning and reduction, handling retirees, wills, medical committees, loans, mortgages, review and analysis of their insurance files, elementary insurance, lower costs and access to current and comprehensive knowledge and technologies, in the management of their entire financial lives. Neto financial planning encompasses the full range of financial needs of every household inIsrael including Neto - Financial Planning, Neto - Financial Protection, Neto - Savings and Investment Portfolios for Retirement Planning and Neto -Alternative Investments. Neto - Alternative Investments: Neto offers its clients a variety of alternative investments that are not directly sensitive to capital markets swings inIsrael and globally. The operations in this area are conducted through Wealthstone group (which is owned 50% by Neto), which serves as Neto's alternative investments arm. 23 Results of Operations Revenues We generated$11 thousand in revenues in the three months endedMarch 31, 2020 compared to$58 thousand in revenues in the three months endedMarch 31, 2019 . The decrease is mainly attributable to a decrease in the demand for Novomic products and our failure to obtain FDA approval for Novomic products or enter into additional engagements with distributers, and also to us focusing on our new business activity. Gross Profit We incurred a gross loss during the three months endedMarch 31, 2020 , of$2 thousand , compared to$4 thousand in the three months endedMarch 31, 2019 . The decrease is mainly attributable to decrease in the sales volume and a decrease in inventory value of Novomic products.
Research and Development Expenses
Our research and development expenses during the three months endedMarch 31, 2020 were$18 thousand as compared to$41 thousand , during the three months endedMarch 31, 2019 . The decrease is mainly attributable to decrease in expenses related to the Novomic products as a result of the conclusion of our board of directors that the Company would not be able to successfully commercialize the Novomic products.
Marketing, General and Administrative Expenses
Our marketing, general and administrative expenses during the three months endedMarch 31, 2020 were$672 thousand as compare to$435 thousand during the three months endedMarch 31, 2019 The increase in our marketing, general and administrative expenses is mainly attributable to the increase in our share based compensation expenses somewhat offset by a decrease in marketing expenses and professional services as a result of the conclusion of our board of directors that the Company would not be able to successfully commercialize the Novomic products. Net Loss During the three months endedMarch 31, 2020 we incurred a net loss of$689 thousand . During the three months endedMarch 31, 2019 , we incurred a net loss of$479 thousand . The increase in net loss is mainly attributable to the share based compensation expenses as described above.
Liquidity and Capital Resources
Our balance sheet as ofMarch 31, 2020 reflects total assets of$4,543 thousand , consisting mainly of cash and cash equivalents in the amount of approximately$14 thousand , inventory of approximately$27 thousand , prepaid share based payment and other current assets of approximately$4,331 thousand and property and equipment net, of approximately$139 thousand . As ofDecember 31, 2019 , our balance sheet reflects total assets of approximately$257 thousand consisting mainly of cash and cash equivalents in the amount of approximately$18 thousand , inventory in the amount of approximately$35 thousand , other receivables of approximately$19 thousand and property and equipment net, of approximately$156 thousand . As ofMarch 31, 2020 , we had total current liabilities of approximately$478 thousand , consisting mainly of note payable of approximately$266 thousand and accounts payable and accrued expenses of approximately$205 thousand . As ofDecember 31, 2019 , we had total current liabilities of approximately$260 thousand consisting mainly of accounts payable and accrued expenses of approximately$224 thousand and a note payable of approximately$123 thousand . As ofMarch 31, 2020 , we had positive working capital of approximately$3,098 thousand , compared to negative working capital of approximately$278 thousand atDecember 31, 2019 . Our total liabilities as ofMarch 31, 2020 were approximately$484 thousand , compared to approximately$368 thousand atDecember 31, 2019 . 24 During the three months endedMarch 31, 2020 , we used approximately$216 thousand of cash in our operating activities. This resulted mainly from an overall net loss of approximately$219 thousand , an increase in stock-based compensation of approximately$506 thousand , an increase in other receivables of approximately$479 thousand and an increase in accounts payable and accrued expenses of approximately$46 thousand . During the three months endedMarch 31, 2019 , we used approximately$320 thousand of cash in our operating activities. This resulted mainly from an overall net loss of approximately$479 thousand , management fee waiver of approximately$90 , an increase in accounts payable and accrued expenses of approximately$51 thousand and a decrease in other receivables of approximately$101 thousand .
During the three months ended
The Company has a history of accumulated losses and its development and execution of its strategy is still uncertain. However, based on the Company's current cash balances, capital raised in the second quarter of 2020 and the irrevocable letter it has received (as noted above), the Company has sufficient funds for its plans for continuing its new activity in the next twelve months from the issuance of this Form 10Q.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
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