CITRINE GLOBAL CORP. Item 1.01 Entry into a Material Definitive Agreement.
Pursuant to the Convertible Note Purchase Agreement dated as of
As provided for under the terms of the Convertible Note Agreement, Citrine 9
will be issued 6,666,667 Series A warrants and 6,666,667 Series B warrants for
shares of common stock, where the Series A warrants are exercisable beginning
Additionally, on
(i) The principal and accrued interest on all outstanding loans 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;
(ii) The conversion price on all outstanding notes under the Convertible Note
Agreement has been adjusted to a conversion price of $0.05 per share
(iii) The exercise price on all outstanding warrants issued in connection with
advances made under the Convertible Note Agreement has been adjusted to an
exercise price of $0.05 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 2.03.
Item 3.02. Unregistered Sales of
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 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
Item 9.01 Financial Statements and Exhibits
(d) Exhibits 10.1 Fourth Amendment to the Convertible Note Purchase Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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