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 July 15, 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, $100,000 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 8,333,333 Series A warrants and 8,333,333 Series B warrants for
shares of common stock, where the Series A warrants are exercisable beginning
January 15, 2023 through July 15, 2024 and the Series B warrants are exercisable
beginning January 15, 2023 through July 15, 2025, in each case at an exercise
price of $0.5 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 3.02.
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 Note, 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.
© Edgar Online, source Glimpses