Item 1.01 Entry into a Material Definitive Agreement.
On December 30, 2022, Citrine Global, Corp., a Delaware corporation ( "Citrine
Global"), 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") entered into the Share Purchase and Option Agreement
(the "Share Purchase and Option Agreement") for the purchase by Citrine Global
of up to 55% of MyPlant's issued and outstanding share capital on a fully
diluted basis.
Under the terms of the Share Purchase and Option Agreement, Citrine Global
purchased from the Shareholders an aggregate of 44,328 ordinary shares of
MyPlant (the "MyPlant Shares") representing, on a fully diluted basis, 10% of
the outstanding MyPlant Shares, in consideration of $444,444 payable by the
issuance by Citrine Global to the selling Shareholders of an aggregate of
9,259,250 shares of Citrine Global's common stock par value $0.001 per share
(the "Citrine Global Stock"). In addition, under the Share Purchase and Option
Agreement, Citrine Global was granted an option by the Shareholders to purchase
an additional 35% of MyPlant Shares, on a fully diluted basis (the "Shareholders
Option"), in consideration of $1,555,556 payable by the issuance of 32,407,417
shares of Citrine Global Stock to the Shareholders, and a separate option by
MyPlant to purchase an additional 10% of the MyPlant Shares, on a fully diluted
basis (the "MyPlant Option"), in consideration of $444,444, which is payable, in
Citrine Global's discretion, in cash or in the issuance to MyPlant of 9,259,250
shares of Citrine Global Stock. Said options are exercisable through September
30, 2023 (the "Option Expiry Date"). If both the Shareholders Option and the
Company Options are exercised, Citrine will hold 55% of MyPlant Shares, on a
fully diluted basis. Under the Share Purchase and Option Agreement, Citrine
Global is authorized to continue its due diligence through the Option Expiry
Date.
The transactions under the Share Purchase and Option Agreement are based on a
MyPlant company valuation of approximately $4.45 million. Citrine Global is
authorized at any time on or before the Option Expiry Date to obtain an
independent third party valuation of MyPlant. If it is determined by such third
party valuation that the MyPlant valuation is less than $4.45 million then the
consideration payable in respect of the exercise price of the options will be
accordingly adjusted, provided however that in any case the Company's valuation
in the transaction shall not be below US$1,000,000.
Under the Share Purchase and Option Agreement, MyPlant granted to Citrine Global
the exclusive right to utilize MyPlant's activities as specified in the
agreement, including without limitation, the 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 and a and a right
of first opportunity to commercialize intellectual property developed by MyPlant
that is in Citrine Global (or its subsidiaries') field of business, provided
that, if by December 31, 2023 Citrine Global does not exercise either of the
Shareholders Option or the Company Option and/or enter into a service agreement
with MyPlant, then the exclusive rights shall terminate but the right of first
opportunity to commercialize intellectual property developed by MyPlant shall
continue thereafter until June 31, 2024, unless such rights have been extended
beyond such date under the terms to be agreed in the service agreement entered
into by the Company and Citrine Global. In addition, under the Share Purchase
and Option Agreement, Cannasoul, MyPlant's majority Shareholder, agreed to not
that may compete with MyPlant's activities.
Citrine Global was granted observer rights on the MyPlant board of Directors
(the "MyPlant Board"). Following the exercise by Citrine Global of the
Shareholders Option, the MyPlant Board shall be comprised of four (4) directors
of which MyPlant will be authorized to designate two of such directors.
Item 3.02 Unregistered Sales of Equity Securities
The information required by this Item 3.02 is included under Item 1.01 of this
Current Report on Form 8-K.
The shares of Citrine Global Stock issuable under the terms of the Share
Purchase and Option Agreement have not been registered under the Securities Act
of 1933, as amended (the "Securities Act") and will be issued and sold in
reliance upon the exemption from registration contained in Section 4(a)(2) of
the Securities Act. The Citrine Global Stock may not be offered or sold in the
absence of an effective registration statement or exemption from the
registration requirements under the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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