Current Report Filing (8-k)
04 February 2023 - 1:34AM
Edgar (US Regulatory)
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2023-01-30
2023-01-30
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): January 30, 2023
CITRINE
GLOBAL, CORP.
| Delaware |
|
000-55680 |
|
68-0080601 |
| (State
or Other Jurisdiction |
|
(Commission |
|
(IRS
Employer |
| Of
incorporation) |
|
File
Number) |
|
Identification
Number) |
| 5
Golden Beach, Caesarea,
Israel |
|
3088900 |
| (Address
of Principal Executive Offices) |
|
(Area
Code) |
+ (972) 9 855
1422
(Registrant’s
telephone number, including area code)
Not
applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
| N/A |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item
1.01 |
Entry
into a Material Definitive Agreement. |
On
January 30, 2023 Citrine Global, Corp. (“Citrine Global”) and each of Citrine High Tech 7 LP (“LP 7”),
Citrine 8 LP (“LP 8 “) and Citrine 9 LP (“LP 9”; together with LP 7 and LP 8, the “Lending LP”),
the lending entities under and parties to the Convertible Note Purchase Agreement entered into
by the Company and several related parties in April 2020, as subsequently amended (the “CL Agreement”), have entered into
an agreement (the “Agreement”) pursuant to which they have agreed to extend the maturity date on all outstanding convertible
loans in the principal amount of $1,800,000 under the CL Agreement to May 31, 2024. LP 7 also agreed to extend to May 31, 2024 the note
in the principal amount of $80,000
In
addition, under the Agreement the Company and the Lending LPs have also agreed that if the Company’s
common stock is listed on the Nasdaq Stock Market, then outstanding amount of the above mentioned notes (the “Notes”)
shall then be automatically convertible, in whole or in part, to shares of the Company’s
common stock at a conversion price equal to the price paid by the public investors for the common stock in such offering, provided,
that, the Company shall determine in its sole discretion, to convert, in whole or in part, the amount of the outstanding Note
which shall be so converted.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
citrine
global, CORP. |
| |
|
|
| Date:
February 3, 2023 |
By: |
/s/
Ora Elharar Soffer |
| |
Name: |
Ora
Elharar Soffer |
| |
Title: |
Chairperson
of the Board and CEO |
Citrine Global (CE) (USOTC:CTGL)
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