CTGL

Risk Factors.” Significant Recent Events On January 7, 2025, Deer Light Ltd signed an investment agreement with SkyTech Orion Global Corp.
On November 30, 2025, the warrants were exercised, and an additional 13.7 million common shares were issued to Deer Light Ltd.
On January 12, 2025, SkyTech Orion Ltd., the Israeli subsidiary of CTGL - Citrine Global., received official notification from the Israeli Ministry of Economy and Industry that it had been awarded a government grant in the amount of NIS 12.5 million (approximately USD 4 million).
The grant, in the amount of NIS 12.5 million (approximately USD 4 million), is structured as reimbursements of approximately 37.5% of the Company’s eligible expenses, including construction, equipment, services, and other costs submitted in connection with the establishment of the SkyTech Innovation and Production Center.
The funds are designated for the establishment of the SkyTech Innovation and Production Center in the city of Yeruham, Israel, on land of 11.7-dunam (about 2.89 acres) plot. that had previously been allocated to the subsidiary by the State of Israel as part of a prior grant for the construction of an Operational Innovation Center.
This new grant is in addition to the prior allocation and supports the construction of approximately 5,000 square meters the Center that will include assembly lines, R&D laboratories, testing facilities, and an advanced production system focused on developing and manufacturing defense-grade UAV and drone solutions.
On January 23, 2025, a shareholders’ meeting of SkyTech Orion Ltd.
(Previously named Cannovation Center Israel Ltd.)was held with the participation of all shareholders: CTGL Citrine Global Israel Ltd., holding 60% (a subsidiary of Citrine Global Corp., Beezhome Technologies Ltd.
CEO), holding 20%, and Golden Holdings Finance, holding 20%.
All shareholders were given the opportunity to support SkyTech Orion Ltd. , including by providing personal guarantees for existing loans as well as for obligations under the government grant.
CTGL Citrine Global Israel Ltd. expressed its support, and Beezhome Technologies Ltd., through its owner and SkyTech Orion Ltd.’s CEO, Ms.
Ora Elharar Soffer, personally signed guarantees in connection with the existing loans and the government grant commitments, thereby providing the direct backing required to advance SkyTech Orion Ltd. activities.
On 29 May 2025 after the period granted to Golden Holdings Finance had passed, and since it did not provide any support or personal guarantees, SkyTech Orion Ltd. executed the resolution.
As a result, the holdings of Golden Holdings Finance in SkyTech Orion Ltd.
(Previously named Cannovation Center Israel Ltd.(were diluted to approximately 1%.
(Previously named Cannovation Center Israel Ltd.) increased the use of the credit facility originally entered into in March 2023 with S.R.
Accord Ltd. to an amount of NIS 1,000,000 (approximately $330,000) with the credit frame of NIS Three Million New Israeli Shekels (NIS 3,000,000) (approximately USD 965,000).
In accordance with the framework agreement with S.R.
Accord, the facility was supported by formal signatures from the following entities: Citrine Global Corp.
(DBA SkyTech Orion Global Corp.) ), CTGL Citrine Global Israel Ltd., SkyTech Orion Ltd.
(Previously named Cannovation Center Israel Ltd., and Beezhome Technologies Ltd., a private company wholly owned by Ms.
In addition, personal guarantees were provided by Ms.
Lior Asher, and the Company together with its affiliates undertook to provide full indemnification to the guarantors for any liability that may arise from the personal guarantee.
On April 8, 2025, in accordance with the grant requirements, a digital bank guarantee in the amount of NIS 625,000 (approximately USD 196,000) was issued by Bank Mizrahi.
Meir Aharon, who, through his consulting and construction company, has been engaged to build the SkyTech Center in Yeruham.
Aharon Construction & Projects Ltd. for the construction of the concrete skeleton of the SkyTech Center in Yeruham.
Aharon committed to a personal guarantee and bank collateral, and the Company undertook to grant him the right of first refusal, a bonus for his commitment (including options), and full indemnification by Citrine Global, SkyTech Orion Ltd.
(Previously named Cannovation Center Israel Ltd.), and CTGL.
The Company is no longer bound by this contract and may request proposals from other companies.
On June 19, 2025, the Board of Directors of SkyTech Orion Ltd., of which the Company, through its wholly-owned subsidiary CTGL Citrine Global Israel Ltd., holds 69.5% of the shares resolved that, in light of the personal exposure of Ms.
Ora Elharar Soffer, the Company’s Chairwoman and CEO, who personally invests funds and is the only shareholder continuously supporting SkyTech Orion Ltd. by providing services, personal guarantees and financial resources, and also is the sole owner of BeezzHome Technologies Ltd. holding 29.5% of the shares of SkyTech Orion Ltd., shall be granted Anti-Dilution Protection with respect to its holdings in SkyTech Orion Ltd.
On September 29, 2025 Mr Lior Asher was appointed Director at SkyTech Orion Global Corp. in addition to him serving as director in the Israeli subsidiaries.
On October 5th, 2025, Mr Lior Asher was appointed Director at SkyTech Orion Global Corp. in addition to him serving as director in the Israeli subsidiaries CTGL Citrine Global Israel Ltd. and SkyTech Orion Ltd.
During the period, and following a number of board meetings and discussions, the company’s Board of Directors approved the granting of bonuses to the Company’s officers and external consultants, in a total amount of approximately $126 thousand.
The bonuses were granted as consideration for professional services, management efforts, the preparation and submission of the financial reports, support of the changes in the Company’s operations, and additional actions performed.
As the Company’s cash flow position did not allow for cash payments, and in accordance with the terms approved at the time the obligations were incurred, the consideration is being settled through the issuance of the Company’s common shares at a price of $ 0.001 per share.
This price reflects the share price during an extended period in which no material trading activity occurred, corresponding to the period in which the underlying obligations were established.
The total consideration represents the issuance of approximately 126 million common shares, allocated proportionally among all eligible recipients based on the value of services and compensation approved for each party.
In addition, all eligible recipients were granted the option to receive the consideration in cash at a future date, subject to the completion of a capital raise and approval by the Board of Directors.
The portion of the total amount attributable to the Company’s officers is as follows: ● Ora Elharrar-Soffer – $ 50,000 ● Ilanit Halperin – $ 20,000 ● Lior Asher – $ 20,000 ● David Kretzmer – $ 5,000 The remaining amount relates to consultants who supported the Company’s activities.

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Gone since FY2024

Risk Factors.” Significant Recent Events On February 9, 2024, the Company issued a promissory note in favor of 1800 Diagonal Lending LLC, a Virginia limited liability company (the “Lender”), in the principal amount of $63,250.
Any amount of principal or interest on the Note which is not paid when due is subject to a default interest at the rate of twenty two percent (22%) per annum from the due date until the same is paid.
On August 2, 2024, the Company and X Group Fund of Funds Limited Partnership formed under the laws of Michigan (“X Group”) entered into a term sheet agreement-in-principle pursuant to which the X Group agreed to purchase, and Citrine Global agreed to sell, units of Citrine Global’s securities where each unit (each a “Unit”) is comprised of (i) one (1) share of common stock and (ii) a warrant, exercisable through the earlier of December 31, 2024 or such time as Citrine Global is cleared for listing on a U.S.
The purchase price per Unit is $0.01 for an aggregate purchase price of $250,000 which was to be paid as follows: (i) $100,000 by no later than August 31, 2024 and (ii) $150,000 by no later than September 30, 2024.
As of the date hereof, the Company has received $21,000 from the Group.
Ilan Ben Ishay resigned from his position as a director on the Board of subsidiary CTGL Citrine Global Israel Ltd.
Ilan Ben Ishay resigned from his position as a director on the Board of subsidiary Cannovation Center Israel Ltd.
On November 2024, the Company’s subsidiary, Cannovation Center Israel Ltd.
(“Cannovation”), filed a debt claim in the insolvency proceedings of Golden Holdings Neto Ltd.
At the relevant time, Golden Holdings held approximately 20% of Cannovation’s shares.
Pursuant to agreements between the parties and as a shareholder, Golden Holdings had committed to support Cannovation, including by signing guarantees on behalf of the company and its controlling shareholder, Mr.
Ilan Ben Ishay, and by providing financial assistance.
Upon Golden Holdings entering insolvency proceedings, such support ceased.
Accordingly, Cannovation filed an official debt claim with the trustee of Golden Holdings in the amount of NIS 1,512,983 (approximately USD 420,000), for amounts it claims are due to it under prior agreements and commitments.
The claim was submitted as part of the proceedings before the Haifa District Court and is currently under review by the relevant authorities.
During a meeting of Cannovation’s board of directors, it was explained that additional shareholder support was required, including signing guarantees for a loan from S.R.
Accord as well as a guaranteed letter for a deposit related to a government grant received by Cannovation for the SkyTech project, in addition to other company commitments.
The board resolved to request that all Cannovation shareholders support the company, including by signing corporate and personal guarantees.
To that end, a mechanism was established whereby shareholders who provided such support, including signing personal guarantees, would be entitled to receive additional share allocations, whereas shareholders who did not provide such support would not receive any new share allocations.
In January 2025, during a shareholders’ meeting, Cannovation addressed all shareholders, including Golden Holdings, requesting such support and the signing of personal guarantees.
As Golden Holdings did not provide such commitments, new shares were allocated to the existing shareholders CTGL Citrine Global Israel Ltd., a subsidiary of Citrine Global Corp., and Beezhome Technologies Ltd., resulting in Golden Holdings’ ownership in Cannovation being reduced to approximately 1%.
On September 1, 2024, Lior Asher and or Deer Light Ltd entered into consulting agreements with the Company and its subsidiaries.
On September 1, 2024, Deer Light Ltd entered into consulting agreements with the Company and its subsidiaries.
The total monthly retainer fees under these agreements amount to USD 11,000 (plus VAT), as detailed below: - $2,500 per month from the Company , - $3,500 per month from CTGL Citrine Global Israel Ltd , $5,000 per month from Cannovation Center Israel Ltd , However, all payments under these agreements are deferred until the earlier of: (i) the listing of Citrine Global Corp on a recognized U.S. stock exchange; (ii) successful fundraising of at least USD2.5 million from external sources; or (iii) the Company achieving positive operational cash flow, confirmed by the board of directors (“Payment Event”).In addition to cash compensation, the Company may award equity-based compensation under future equity incentive plans, subject to board approval.
One such equity grant will approve by company, granting options to purchase 41,762,976 common shares, with a two-year vesting schedule and 50% acceleration upon uplisting.
As of this report, the options have not been issued yet.
On March 31, 2025, the total amount of the short term loan was increased to NIS 1,000,000 (approximately $ 280,000 ), with all guarantees and collateral remaining in place.
On October 9, 2024, the board appointed Mr.
Lior Asher to serve as a director of our subsidiaries CTGL Citrine Global Israel Ltd. and Cannovation Center Israel Ltd.
On December 29, 2024 - Citrine Global Corp. appointed Mr.
David Price, LLC, as the company’s U.S. legal counsel.
On December 31, 2024, the Company entered into agreements with three related noteholders – Citrine LP 7, Citrine LP 8, and Citrine LP 9 – to convert outstanding principal amounts under certain convertible promissory notes into common shares of the Company.
In total, the Company converted principal debt of $1,880,000 (NIS 6,439,998) into 176,410,600 common shares.
And the accrued interest on all such notes will be payable to the entitled noteholders only if and when the Company raises gross proceeds of at least $5 million.
Citrine LP 7 - The Company converted its outstanding principal debt into 24,513,100 common shares.
The conversion related to: A convertible note issued on April 19, 2020, in the original principal amount of $170,000 (NIS 608,379); and A note issued on September 30, 2022, in the original principal amount of $80,000 (NIS 286,350).Citrine LP 8 - The Company converted its outstanding principal debt into 41,023,400 common shares.
The conversion related to: A convertible note issued on June 15, 2020, in the original principal amount of $100,000 (NIS 347,439); and A note issued on June 21, 2020, in the original principal amount of $350,000 (NIS 1,149,925).Citrine LP 9 - The Company converted its outstanding principal debt into 110,874,100 common shares.
The conversion related to:A convertible note issued on June 15, 2021, in the original principal amount of $900,000 (NIS 3,127,770);A note issued on January 5, 2022, in the original principal amount of $180,000 (NIS 566,047); and A note issued on July 15, 2022, in the original principal amount of $100,000 (NIS 353,088).
Subsequent Events On January 7, 2025, Deer Light Ltd signed an investment agreement with Citrine Global Corp.
On January 12, 2025, Cannovation Center Israel Ltd.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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