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 ended December 31, 2021 as filed with the Securities and Exchange Commission, or the SEC, on April 8, 2022. Readers are also urged to carefully review and consider the various disclosures we have made in that report. As used in this quarterly report, the terms "we", "us", "our", the "Company" and "Citrine" mean Citrine Global, Corp. and our wholly-owned subsidiary CTGL -Citrine Global Israel Ltd. unless otherwise indicated or as otherwise required by the context.





Overview


We are a plant-based wellness & pharma solutions company. Our business activity is primarily comprised of developing wellness and pharma solutions, focused on science backed plant-based products to improve quality of life and complementary solutions for balancing side effects caused by using medicines, treatments, or an unbalanced lifestyle.

The global health and wellness market is expected to reach USD 7.6 trillion by 2030, growing at a CAGR of 5.5% from 2021 to 20301 with growing awareness of health and wellness solutions for improving people's quality of life2. We are witnessing a global movement of health and wellbeing becoming a priority for the public, further emphasized by the recent global COVID-19 pandemic. There is increasing recognition that people need to take charge of their own health, improve their quality of life, use natural products, and balance side effects caused by medicines and treatment3.

We believe the power of plant-based solutions from nature can help improve people's health and quality of life.

We seek to bring to the market plant-based wellness and pharma products, such as nutritional supplements, healthy beverages and food ,natural cosmetics that aim to improve people's health and quality of life and to balance selected side effects associated with medicines, treatments or an unbalanced lifestyle.

1 Research, P., 2022. Health and Wellness Market Size to Hit USD 7,656.7 Bn by 2030. [online] GlobeNewswire News Room.

2 NielsenIQ. 2022. An inside look into the 2021 global consumer health and wellness revolution. [online]

3 Sullivan, F., 2022. Increasing Health Consciousness Among Consumers to Shift the Global Prebiotic Ingredients Market. [online] Prnewswire.com.





25






Research shows that complementary products can balance side effects associated with medicinal use or treatments. For example, probiotics, natural nutritional supplements are recommended as a complementary product to balance side effects associated with the use of antibiotics4.

Leveraging technology and research, we are focused on developing products portfolio based on rigorous scientific research ranging from synergistic botanicals, herbal extract tinctures, medicinal mushrooms together with plant extracts, vitamins, minerals, botanical formulations from seeds, roots, bark, fruits and a wide variety of plants that contain substances with health-supportive effects. Such supportive effects include, but aren't limited to, enhancing oral care, anti-inflammatory properties, relaxation, sleep enhancement, energizing, mood and body balancing, and alleviating side effects.

Our headquarters and senior executives are based in Israel, where we operate via our 100%-owned-subsidiary "CTGL Citrine Global Israel Ltd." and 60%-owned "Cannovation Center Israel Ltd."

Our experienced team and partners are leaders in their respective fields with proven track records as top-level businesspeople and executives in technology, high-tech, biotech, investments, entrepreneurship, real estate, finance, and proven experience in bringing companies to global success. We have a professional, experienced group of primary shareholders that include Citrine S A L Investment & Technologies, which are supporting the Company.

Our presence in Israel combined with our close contacts with leading universities, researchers, companies, shareholder and governmental support powers us to access the latest technologies, talent, and innovation to bring innovative solutions to the global market.

With the mission is to leverage the power of plant-based solutions from nature to help improve people's health and quality of life , and bring to market, on a global scale, innovative plant-based wellness and pharma solutions, covering the whole spectrum from innovation, research and development, product development, infrastructure for production and manufacturing, distribution, marketing and sales

We created multi-strategy solutions to realize our mission, the highlights of which include the following:

Developing & Bringing Plant-Based Wellness & Pharma Products to Market

We are developing plant-based solutions which include products for improving quality of life and complementary solutions for balancing selected side effects caused by using medicines, treatments, or an unbalanced lifestyle.

We developed dozens of formulations and products lines that includes nutritional supplements under the Green Side by Side™ brand name and the GreenFeels™ brand name in multiple form factors that include herbals, medicinal mushrooms, vitamins, minerals, and a variety of researched plants known for their healing qualities that contain substances with different anti-inflammatory properties and a variety of health-supportive effects that are relaxing, sleep enhancing, energizing, mood and body balancing, enhancing oral care, alleviating side effects, and more,

Our products lines include the following product categories:

? Oral Cavity Care Product Line

? Medicinal Mushrooms Product Line

? Booster Product Line

? Personal Protection Product Line

? Balance & Calm Product Line

4 N.A.Kerna, 2018, A complementary medicine approach to augmenting antibiotic therapy current practices in the use of probiotics during antibiotic therapy, International Journal of Complementary & Alternative Medicine.





26






We manufacture our products in Israel at iBOT Israel Botanicals (iBOT), a GMP-certified manufacturing facility approved by the Israeli Ministry of Health. iBOT is a related company and we have strategic agreements with them As part of our preparation to sell our products in the US, iBOT already obtained FDA approval for exporting products to the US.

Go to Market Strategy and Prospective Revenue Sources

Our strategy for generating revenue includes sales of our product lines & brands and building a worldwide network with local teams and subsidiaries, partnerships and collaborations with distributors retail and pharmacy chains, and mergers & acquisitions of distribution companies

We are ready to go to market with a wide range of product lines for the wellness industry in multiple form factors, including nutritional supplements, herbals, medicinal mushrooms, vitamins, minerals, and a variety of researched plants known for their healing qualities that contain substances with different anti-inflammatory properties and a variety of health-supportive effects that are relaxing, sleep enhancing, energizing, mood and body balancing, enhancing oral care, alleviating side effects, and more. We started beta-testing several products in the Israeli market and are planning to establish appropriate distribution and marketing networks worldwide .

We have various business models to sell our products through different distribution channels, which include online digital direct sales, online retailer websites, physical shops and retailers including food, drug, and mass merchandise retail networks. Currently we are focused on building a B2B distribution network worldwide with select local partners who will be handling import, distribution, marketing, and sales while adhering with local regulations.

We target our product lines & brands for the plant-based wellness & pharma market of natural products of nutraceuticals, natural superfoods, , healthy beverages, cosmetics, legal, cannabis chains ,distribution network, and the botanical and plant-derived drugs.





  ? The nutritional supplements market is expected to reach USD 624.7 billion by
    20305.
  ? The superfoods market is expected to reach USD 287.7 billion by 20276.
  ? The legal cannabis market is expected to reach USD 70.6 billion by 20287
  ? The botanical and plant-derived drug market is expected to reach USD 53
    billion by 20268.
  ? The natural cosmetics market is expected to reach USD 20.8 billion by 20279.



IP and Research & Development Strategy

Our IP strategy and R&D roadmap include developing plant-based wellness and plant-based pharma solutions, building our patent portfolio, conducting clinical trials, advancing products through regulatory approvals, and bringing innovative products to market.

We already submitted several provisional patent applications, as detailed below, and we plan to build a patent portfolio.

5 Research, P., 2022. Nutritional Supplements Market to Hit US$ 624.7 Billion by 2030. [online] GlobeNewswire News Room

6 Industry Research., 2022. Global Superfoods Market Size is Projected To Reach US$ 287.75 Billion by 2027 [online]

7 Grandviewresearch.com. 2022. Legal Marijuana Market Size Worth $70.6 Billion By 2028. [online]

8 2018-2026, G. and 2018-2026, G., 2022. Botanical and Plant Derivative Drug Market - Global Forecast 2018-2026. [online] Inkwood Research

9 Mynewsdesk. 2022. Vegan Cosmetics Market is Growing at 6.9% CAGR, Market Size, Share, Statistics, Cosmetics Industry Trends, Leading Company Profiles, Forecast & Estimations to 2027. [online]





27






Our strategy includes developing wellness, OTC product lines and plant-based medicines for the botanical and plant-derived drug market including:





  ? Developing products portfolio based on rigorous scientific research ranging
    from synergistic botanicals, herbal extract tinctures, medicinal mushrooms
    together with plant extracts, botanical formulations from seeds, roots, bark,
    fruits and a wide variety of plants that contain substances with
    health-supportive effects. Such supportive effects include, but aren't limited
    to, enhancing oral care, anti-inflammatory properties, relaxation, sleep
    enhancement, energizing, mood and body balancing and alleviating side effects.

  ? Developing & researching complementary solutions to address the need to
    balance selected effects for Caused by Using Medicines, Treatments or an
    Unbalanced Lifestyle. A broad range of medicines and treatments have common
    side effects such as dryness in the oral cavity (xerostomia), headaches,
    dizziness, drowsiness, fatigue, nausea, vomiting, lack of concentration, and
    impaired appetite that are associated with the use of medicines and
    treatments19.

    The public health impact of harms associated with medicines and treatments is
    a growing area of investigation, given the expanding pharma industry and
    widespread availability of drugs and different medical treatments around the
    world. Current evidence suggests that use of medicines is associated with side
    effects. Exploring the relationship between drug side-effects and therapeutic
    indications demonstrates that 69% of drugs have between 10 and 100 different
    side effects; 22% of drugs have more than 100 side-effects; only 9% of drugs
    have less than 10 side-effects.



The public health impact of potential harm associated with medicines and treatments is a growing area of investigation, given the expanding pharma industry and widespread availability of drugs and different medical treatments around the world. For example, exploring the relationship between drug side-effects and therapeutic indications demonstrates that 69% of drugs have between 10 and 100 different side effects10.

Our research and development program includes:





  ? Developing wellness plant-based product portfolio & brands across the range
    from scientific and research-based plants, such as herbal extracts, medicinal
    mushrooms, and other natural ingredients
  ? Developing complementary products portfolio & brands for balancing selected
    side effects caused by medicines, treatments, cannabis, aging, stress, and an
    unbalanced lifestyle
  ? Researching and developing pharma solutions with the mission of developing
    plant-based medicines and botanical drugs
  ? Building patent portfolio
  ? Building clinical trials program & portfolio
  ? Registering products for regulatory approval
  ? Building the infrastructure for production and innovation centers to leverage
    IP & competitive advantage in developing and manufacturing wellness to pharma
    plant-based products



Provisional Patent Applications

As part of our IP strategy to build a patent portfolio we have to date submitted several provisional patent applications, as detailed below:

In October 2022 we filed a provisional patent application, "COMPOSITIONS AND METHODS FOR TREATING, AMELIORATING, ALLEVIATING, MITIGATING OR BALANCING SIDE-EFFECTS ASSOCIATED WITH THE USE OF MEDICINES, TREATMENTS, AGING, CANNABIS, AND UNBALANCED OR UNHEALTHY LIFESTYLE", patent No: 63/418,046 in the U.S. Patent & Trademark Office. The patent application describes common side effects associated with the use of medicines, treatments, aging, cannabis and cannabinoids, and unbalanced or unhealthy life style, such as dryness in the oral cavity (xerostomia), headaches, dizziness, drowsiness, fatigue, nausea, vomiting, lack of concentration, impaired appetite, and more. This is a growing area of concern, given the expanding rate of chronical diseases and legalization and widespread availability of cannabis around the world. The patent application relates to compositions and methods for answering the need for treatment, amelioration, alleviation, mitigation, or balance of side effects, and technologies, and solutions to support people who experience side effects related to their treatment.

10 P. Zhang, F. Wang, J. Hu, and R. 2013, Exploring the Relationship Between Drug Side-Effects and Therapeutic Indications, PubMed Central, PMCID: PMC3900166; PMID: 24551427





28






This provisional patent application is an extension of the provisional patent application filed on October 2021 for "PHARMACEUTICAL COMPOSITIONS AND METHODS FOR THE TREATMENT OF SIDE-EFFECTS ASSOCIATED WITH THE USE OF CANNABIS, CANNABINOIDS AND RELATED PRODUCTS", patent No: 63/257,673 in the U.S. Patent & Trademark Office that describes certain side effects of cannabis use, the needs, technologies, and solutions to support medical cannabis users who experience side effects related to their cannabis treatment.

In July 2022, we filed a provisional patent application for "COMPOSITIONS AND METHODS FOR TREATING, AMELIORATING, ALLEVIATING, MITIGATING OR BALANCING SIDE-EFFECTS IN THE ORAL CAVITY ASSOCIATED WITH THE USE OF MEDICINES, TREATMENTS, AGING OR UNBALANCED/UNHEALTHY LIFESTYLE", patent No: 63/388,361 in the U.S. Patent & Trademark Office. The patent application relates to compositions and methods for answering the need for treatment, amelioration, alleviation, mitigation, or balance of side effects in the Oral Cavity related to medications, treatments (such as chemotherapy), and more. It describes technologies and solutions to support people who experience side effects related to their treatment. Oral cavity side effects are common. The overall estimated prevalence of dry mouth is over one in four people in the general population with higher prevalence rates observed in studies conducted with elderly people11. Research shows that oral cavity-related symptoms are linked to different factors, such as using medicines, treatments, aging, an unbalanced or unhealthy lifestyle, various chronic diseases, psychological reasons, stress, and more12.

Our patent application targets solutions for side effects and is in line with the Company's strategy to bring to market a broad array of plant-based wellness and pharma complementary solutions targeting to address selected side effects caused by using medicines, treatments, or an unbalanced lifestyle. An excellent use case of complementary natural products alleviating side effects of medicines is that antibiotics and probiotics. For example, research shows that probiotics, natural food supplements, are recommended as a complementary product to balance side effects associated with the use of antibiotics13.

We developed product lines of sprays for the oral cavity as nutritional supplements contain plant extract combinations, distilled from seeds, roots and fruits with active anti-inflammatory effects, that encourage saliva production and balancing of taste in the oral cavity We are manufacturing the products under GMP certification of approved by the Israeli Ministry of Health.

We have launched the products in the Israeli market under the brands name :

SmokLyTM line of sprays for the oral cavity dry mouth side effect targeting the market of cannabis users and tobacco smokers.

11 How Common is Dry Mouth? Systematic Review and Meta-Regression Analysis of Prevalence Estimates Brazilian Dental Journal (2018) 29(6): 606-618

12 American Dental Association (ADA) Science & Research Institute, LLC Oral Health Topic: Xerostomia, Department of Scientific Information, Evidence Synthesis & Translation Research. Feb 2021

13 N.A.Kerna, 2018, A complementary medicine approach to augmenting antibiotic therapy current practices in the use of probiotics during antibiotic therapy, International Journal of Complementary & Alternative Medicine





29






And DryLessTM sprays for the oral cavity dry mouth side effect that targeting adult population experiencing constant dry mouth and certain cancer treatment patients that experience constant dry mouth as part of their cancer treatment regimen.

We plan to develop several lines of natural wellness, OTC product lines for the botanical and plant-derived drug market with the mission of developing plant-based medicines for the plant-derived drug market that is expected to reach $53 billion by 202614.

About Green Vision Center Production & Innovation Center for Plant-Based Wellness & Pharma Products

The Green Vision Center is part of our strategy to create plant-based solutions covering all the infrastructure, facilities, and activities required for developing, manufacturing, and bringing to market innovative plant-based wellness and pharma products.

As demand for plant-based products in industries ranging from wellness, to pharma, to cosmetics, to food continues to increase, Green Vision Center will provide all facilities needed for bringing to market plant-based wellness and pharma products.

We acquired 125,000 sq ft (11,687 sq meters), of industrial land in Yerucham, a city in southern Israel, to build Green Vision Center Israel with the Israeli government support. (Approximately 90% of the acquisition cost was provided by Israeli government programs that encourage industrial development and includes additional grants and tax incentives.) Green Vision Center Israel will include approximately 65,000 sq. ft. (5,800 sqm) a first-of-its-kind center that will includes:





  ? Manufacturing facilities for botanicals and nutritional supplements
  ? Manufacturing facilities for pharma plant-based products & botanical drugs
  ? Manufacturing facilities for healthy snacks & beverages
  ? Manufacturing facilities for plant-based cosmetics
  ? Manufacturing facilities for medical cannabis and related products
  ? R&D laboratories for development, clinical studies, and quality control
    testing
  ? Distribution and global logistics center
  ? Management and consultant offices
  ? Conference, training & visitor center



Green Vision Center Israel was designed by Avner Sher, one of Israel's most highly regarded architects. Its design includes a unique roof in the shape of a lotus flower and will be built with solar panels and according to ecological green principles of saving energy. The center will be constructed by a professional project construction company.

Our mission is to become a leading worldwide production and innovation center and bring together partners, market leaders, companies, technologies, and scientific collaborations from Israel and around the world.

14 2018-2026, G. and 2018-2026, G., 2022. Botanical and Plant Derivative Drug Market - Global Forecast 2018-2026. [online] Inkwood Research.





30






Quarter and Post-Quarter Developments





  (i)   On July 15, 2022, Citrine 9 LP, (hereinafter "Citrine 9"), one of the related
        entities and a signatory lender (to the Convertible Note Purchase Agreement
        entered into by the Company and several related parties (hereinafter the
        "Buyers") in April 2020, as subsequently amended (the "CL Agreement") agreed
        to honor a Draw Down Notice for, and has advanced to the Company, $100,000 on
        the same terms and conditions as are specified in the CL Agreement. The
        annual interest on the loan continues to be nine percent (9%). The principal
        and interest payments on the Note are due on July 31, 2023 and are to be made
        in New Israeli Shekels (NIS) at the conversion rate which was in effect on
        the date on which the loan was advanced. Citrine 9 was be issued
        8,333,333Series A warrants and 8,333,333Series 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 $0.05 per share On August 9, 2022, the Company's board of directors
        agreed to extend the maturity date on the loans to October 31, 2023, subject
        to approval of Citrine 9, and to extend the exercise period of the warrants
        through August 9, 2027.

  (ii)  In July 2022, the Company's subsidiary, Cannovation Center Israel Ltd, has
        filed a provisional patent application in the United States Patent and
        Trademark Office (USPTO) for "COMPOSITIONS AND METHODS FOR TREATING,
        AMELIORATING, ALLEVIATING, MITIGATING OR BALANCING SIDE-EFFECTS IN THE ORAL
        CAVITY ASSOCIATED WITH THE USE OF MEDICINES, TREATMENTS, AGING OR
        UNBALANCED/UNHEALTHY LIFESTYLE", patent Application No. 63/388,361, in the
        U.S. Patent & Trademark Office. The patent application targets solutions for
        oral cavity side effects and is in line with the Company's strategy to bring
        to market a broad array of plant-based wellness and pharma complementary
        solutions targeting to address selected side effects caused by using
        medicines, treatments, or an unbalanced lifestyle.

  (iii)        (v)  On August 9, 2022 , the board of directors of the Company agreed
                    to the following:

                    1.  The maturity date on all outstanding convertible loans under
                        the CL Agreement was extended to October 31, 2023 (from July
                        31, 2023), subject to agreement of the lending entities under
                        the CL Agreement to the extension of such maturity date; and

                    2.  The exercise period on all of the outstanding Series A and
                        Series B warrants issued to date in connection with the
                        convertible loans was extended to August 9, 2027.

  (iv)  On August 9, 2022, the Board agreed to issue to the related entities who
        advanced an aggregate of $1,170,000 in convertible loans under the CL
        Agreement on or before June 15, 2020 warrants for a total 5,589,172 shares of
        common stock, exercisable through August 9, 2027 at a per share exercise
        price of $0.05, in replacement of the Series A warrants for an identical
        number of shares issued in June 2020 in connection with such loans

  (v)   On August 9, 2022, the Company's board of directors determined to increase
        the number of shares reserved for issuance under the 2018 Stock Incentive
        Plan (the "2018 Plan") by 90 million shares to a total of 180,000,000 shares
        of common stock thereunder and on August 12, 2022 the Company shareholders
        approved the same

  (vi)  On August 9, 2022, the Board also determined to grant to the directors and
        officers set forth below options under the 2018 Plan. The options vest over a
        three year period, in twelve (12) equal installments, with the first
        instalment vesting on the third month anniversary of the date of grant and
        each further instalment on each subsequent third month anniversary, subject
        to such individual's continued service with the Company. In the event of a
        change in control, the vesting schedule is accelerated and all unvested
        options vest.



Director/Officer                         Number of Options
Ora Elharar Soffer (Chairperson, CEO)            47,128,400
Ilanit Halperin (Director, CFO)                  18,851,360
Ben Ishay (Director)                             18,851,360
Doron Birger (Director)                           2,356,420
David Kretzmer                                    2,356,420




31






The terms relating to the options grants are included in stock option agreements under the 2018 Plan, . Amongst other things, the stock option agreements for selected service providers of Citrine Global, including our directors and officers, provide that the exercise price of the options that were awarded to date, shall remain unaffected by the implementation of a reverse stock split that the Company may implement; to avoid any doubt, such reverse stock split shall apply to the number of options shares issuable under such options. All other relevant terms of such shall continue in full force and effect and are such reverse stock split. Any and all tax implications rest solely with the optionee and not the Company.





  (viii) On August 9, 2027, Mr. David Kretzmer's fee in respect of services
         provided to us was reduced from $7,000 per month to $1,500 per month. Mr.
         Kretzmer's monthly fee for services rendered to Cannovation Center Israel
         at the rate of $2,000 per month was unaffected.

  (ix)   On September 30, 2022, Citrine Global received a loan from Citrine Hi
         Tech 7 LP, an Israeli limited partnership and an affiliated entity (the
         "Lender"), in the principal amount of $80,000. The loans bears interest
         at 12% per annum and is scheduled to mature on December 15, 2022. The
         principal and interest payment on the Note are to be made in New Israeli
         Shekels (NIS) at the exchange rate which was in effect on the date on
         which the loan was advanced. The Lender has the option, upon written
         notice to the Company and subject to the Company's consent, to extend the
         maturity date of the loan (the "Maturity Date extension Notice"). The
         Lender is to provide the Maturity Date extension Notice by no later than
         December 5, 2022.

         In the event that the Company agrees to such extension, the terms of this
         Note shall be adjusted on a pro-rata basis, to those terms applicable to
         the Company's convertible notes then outstanding under the Convertible
         Note Agreement, date as of April 1, 2020, as subsequently amended,
         amongst the Company and the affiliated parties thereto (of which the
         Lender is a party).

         (x) In October 2022 we filed a provisional patent application,
         "COMPOSITIONS AND METHODS FOR TREATING, AMELIORATING, ALLEVIATING,
         MITIGATING OR BALANCING SIDE-EFFECTS ASSOCIATED WITH THE USE OF
         MEDICINES, TREATMENTS, AGING, CANNABIS, AND UNBALANCED OR UNHEALTHY
         LIFESTYLE", patent No: 63/418,046 in the U.S. Patent & Trademark Office.
         The patent application describes common side effects associated with the
         use of medicines, treatments, aging, cannabis and cannabinoids, and
         unbalanced or unhealthy life style, such as dryness in the oral cavity
         (xerostomia), headaches, dizziness, drowsiness, fatigue, nausea,
         vomiting, lack of concentration, impaired appetite, and more. This is a
         growing area of concern, given the expanding rate of chronical diseases
         and legalization and widespread availability of cannabis around the
         world. The patent application relates to compositions and methods for
         answering the need for treatment, amelioration, alleviation, mitigation,
         or balance of side effects, and technologies, and solutions to support
         people who experience side effects related to their treatment. This
         patent application is an extension of the provisional patent application
         files on October 2021 for "PHARMACEUTICAL COMPOSITIONS AND METHODS FOR
         THE TREATMENT OF SIDE-EFFECTS ASSOCIATED WITH THE USE OF CANNABIS,
         CANNABINOIDS AND RELATED PRODUCTS", patent No: 63/257,673 in the U.S.
         Patent & Trademark Office. that describes certain side effects of
         cannabis use, the needs, technologies, and solutions to support medical
         cannabis users who experience side effects related to their cannabis
         treatment.




32







    (xi) On October 19, 2022, Mr. Dror Shaked and Mr. David Freidenberg were
    appointed to serve as independent directors on the Board of Directors of
    Citrine Global, Corp. effective upon (and subject to) the Nasdaq listing of
    the Company:

    Dror Shaked, 55, is the Senior Vice President Business Development at Wix.com
    (NASDAQ: WIX), a position he has held since June 2011, where he leads the
    Global Corporate Business Development and mergers and acquisitions. Prior to
    Wix, Mr. Shaked was the Vice President Investments at Decima Ventures. Mr.
    Shaked holds an MBA from Tel Aviv University and BSc from Tel Aviv University.

    David Freidenberg, 45, is the Chief Executive Officer of Go Clear, a company
    in urban renewal software, a position he has held since July 2022. Mr.
    Freidenberg was the Chief Executive Officer and a Director of Seedo Corp. from
    June 2020 through November 4, 2021, and the CEO of Saffron Tech Ltd., a wholly
    owned subsidiary of Seedo Corp. He has extensive experience in the
    telecommunications and information technology (IT) industries including Vice
    President of Sales & Business Development at Trigyn Technologies, an IT
    services provider with $130 million in annual revenue. Past posts include CEO
    and Director of POMM Inc.; CEO and Director of Chip Pc; COO of Nidam
    Communication as well as a director and manager for Hot cable TV, and Bezeq
    (Israeli National telephone company). David received both his BA in Economics
    (2003) and MBA in finance and accounting (2007) from Hebrew University.

    xii) In November 2022 iBOT agreed to extend to March 31, 2023 the pre-emption
    right previously granted to the Citrine Global Group with respect to any
    equity or equity linked securities that iBOT proposes to issue to an unrelated
    third party with aggregate gross proceeds to iBOT exceeding $1 million or
    which will result 51% ?/in a change in control in iBOT following such
    issuance.

    (xiii) on November 14, 2022, the CL Agreement was amended to provide that
    until the repayment in full of all outstanding principal and accrued interest
    on the Notes issued thereunder and the earlier to occur of the exercise in
    totality of the Warrants issued in connection with the Notes or their
    termination by the terms thereof, if the Company issues securities in any
    financing transaction, including debt convertible into equity, in any equity
    and/or debt offering or other transaction (the "Future Financing") and said
    securities contain any terms that are more favorable than the terms and
    provisions contained in the outstanding Notes and/or Warrants under the CL
    Agreement, including without limitation, an effective per share price which is
    lower than the then effective Conversion Price applicable to the Notes or the
    Exercise Price of the Warrants, then the Company shall, at the request of a
    majority of the Buyers, enter into amendments to the Notes and/or Warrants, as
    applicable, to provide for the same more favorable terms and provisions.



Components of Operating Results

The following discussion summarizes the key factors our management believes are necessary for an understanding of our consolidated financial statements.





Revenues


We have not generated any revenues from product sales as of September 30, 2022.

Research and Development Expenses

The process of researching and developing our products is lengthy, unpredictable, and subject to many risks. We expect to continue incurring expenses through 2022 as we continue to develop our product line. We are unable, with any certainty, to estimate either the costs or the timelines in which those expenses will be incurred. Our current product development plans focus on the development of our products lines that includes the Green Side by Side Products line and GreenFeels products line.

Our research and development costs include costs are comprised of:

? internal recurring costs, such as personnel-related costs (salaries, employee benefits, equity compensation and other costs), materials and supplies, facilities and maintenance costs attributable to research and development functions; and

? fees paid to external parties who provide us with contract services, such as preclinical testing, manufacturing , regulations , related testing and clinical trial activities.





33







Marketing


Marketing expenses consist primarily of salaries, employee benefits, equity compensation, and other personnel-related costs associated with executive and other support staff. Other significant marketing expenses include the costs associated with professional fees to develop our marketing strategy.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries, employee benefits, equity compensation, and other personnel-related costs associated with executive, administrative and other support staff. Other significant general and administrative expenses include the costs associated with professional fees for accounting, auditing, insurance costs, consulting and legal services, along with facility and maintenance costs attributable to general and administrative functions.





Financial Expenses



Financial expenses consist primarily impact of exchange rate derived from re-measurement of monetary balance sheet items denominated in non-dollar currencies. Other financial expenses include bank's fees and interest on long term loans.





Results of Operations



Comparison of the Three Months Ended September 30, 2022 compared to the Three Months Ended September 30, 2021

The following table presents our results of operations for the three months ended September 30, 2022 and 2021





                                                           Three Months Ended
                                                              September 30
                                                          2022             2021

Revenues                                                         -                -
Cost of sales                                                    -                -
Operating loss                                                   -                -
Research and development expenses                          (27,000 )        (57,000 )
Marketing, general and administrative expenses            (565,000 )     (1,168,000 )
Operating loss                                            (592,000 )     (1,225,000 )
Income (expenses) related to convertible loan terms       (582,000 )       (237,000 )
Other financing expenses, net                               (2,000 )        (87,000 )
Net loss                                                (1,176,000 )     (1,549,000 )



Revenues. Revenues for the three months ended September 30, 2022 and 2021 were $nil.

Research and Development. Research and development expenses for the three months ended September 30, 2022 were $27,000 compared to $57,000 for the three months ended September 30, 2021.

Marketing, general and Administrative Expenses. Marketing, general and administrative expenses consist primarily of professional services, share-based compensation expenses and other non-personnel related expenses such as legal expenses. Marketing, general and administrative expenses decreased from $1,168,000 for the three months ended September 30, 2021 to $565,000 for the three months ended September 30, 2022. The decrease in our marketing, general and administrative expenses is mainly attributable to the decrease in non-cash share-based compensation expenses for such professional services.





34






Financing Expenses, Net. Financing income, net for the three months ended September 30, 2022 were $584,000 compared to financing expenses, net $324,000 for the three months ended September 30, 2021. The reason for the increase in financial expenses, net was due to $345,000 of non-cash expenses recorded in connection with convertible loan terms offset by decrease in other financing income.

Net Loss. Net loss for the three months ended September 30, 2022 was $1,176,000 and is attributable to the reasons discussed above.

Comparison of the Nine Months Ended September 30, 2022 compared to the Nine Months Ended September 30, 2021





The following table presents our results of operations for the nine months ended
September 30, 2022 and 2021



                                                            Nine Months Ended
                                                              September 30
                                                          2022             2021

Revenues                                                         -                -
Cost of sales                                                    -                -
Operating loss                                                   -                -
Research and development expenses                          (83,000 )       (123,000 )

Marketing, general and administrative expenses (1,234,000 ) (3,281,000 ) Operating loss

                                          (1,317,000 )     (3,404,000 )
Income (expenses) related to convertible loan terms       (575,000 )     (1,034,000 )
Other financing expenses, net                              (19,000 )        (70,000 )
Net loss                                                (1,911,000 )     (4,508,000 )



Revenues. Revenues for the nine months ended September 30, 2022 and 2021 were $nil.

Research and Development. Research and development expenses for the nine months ended September 30, 2022 were $83,000 compared to $123,000 for the nine months ended September 30, 2021.

Marketing, general and Administrative Expenses. Marketing, general and administrative expenses consist primarily of professional services, share-based compensation expenses and other non-personnel related expenses such as legal expenses. Marketing, general and administrative expenses decreased from $3,281,000 for the nine months ended September 30, 2021 to $1,234,000 for the nine months ended September 30, 2022. The decrease in our marketing, general and administrative expenses is mainly attributable to the decrease in our non-cash share-based compensation expenses offset by increase in professional services related expenses.

Financing Expenses, Net. Financing expenses, net for the nine months ended September 30, 2022 were $594,000 compared to $1,104,000 for the nine months ended September 30, 2021. The reason for the decrease in financial expenses, net was due to $459,000 of expenses related to convertible loan terms for the nine months ended September 30, 2021.

Net Loss. Net loss for the nine months ended September 30, 2022 was $1,911,000 and is attributable to the reasons discussed above.





35






Financial Condition, Liquidity and Capital Resources

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. At September 30, 2022, we had current assets of $284,000 compared to total current assets of $349,000 as of December 31, 2021. At September 30, 2022, we had current liabilities of $1,618,000 as compared to $1,064,000 as of December 31, 2021. At September 30, 2022, we had total liabilities of $3,460,000 as compared to $2,495,000 as of December 31, 2021. The increase is mainly attributed to the increase in the balance of accrued expenses and the balance of convertible component in convertible notes.

At September 30, 2022, we had a cash balance of $179,000 compared to the cash balance of $270,000 as of December 31, 2021.

At September 30, 2022, we had a working capital deficiency of $1,334,000 as compared with a working capital deficiency of $715,000 at December 31, 2021.

On July 15, 2022, Citrine 9 LP (hereinafter "Citrine 9"), one of the related entities who are the signatory lenders (hereinafter the "Buyers") to the Convertible Note Purchase Agreement entered into by the Company and such Buyers in April 2020, as subsequently amended (the "CL Agreement") agreed to honor a Draw Down Notice for, and has advanced to the Company, $100,000 on the same terms and conditions as are specified in the CL Agreement. 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 is entitled to 8,333,333 Series A warrants and 8,333,333 Series B warrants for shares of common stock, where each of the series are exercisable beginning January 15, 2023 through October 31, 2025, in each case at an exercise price of $0.05 per share. On August 9, 2022, the Company's board of directors agreed to extend the exercise period of the warrants through August 9, 2027.

On September 30, 2022, Citrine Global received a loan from Citrine Hi Tech 7 LP, an Israeli limited partnership and an affiliated entity (the "Lender"), in the principal amount of $80,000. The loans bears interest at 12% per annum and is scheduled to mature on December 15, 2022. The principal and interest payment on the Note are to be made in New Israeli Shekels (NIS) at the exchange rate which was in effect on the date on which the loan was advanced. The Lender has the option, upon written notice to the Company and subject to the Company's consent, to extend the maturity date of the loan (the "Maturity Date extension Notice"). The Lender is to provide the Maturity Date extension Notice by no later than December 5, 2022.

Based on the Company's current cash balances, the Company believes that it has sufficient funds for its plans for the next twelve months from the issuance of these financial statements. As the Company is embarking on its activities as detailed herein, it is incurring losses. It cannot determine with reasonable certainty when and if it will have sustainable profits.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

© Edgar Online, source Glimpses