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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

MARK ONE

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the Quarterly Period ended ~~September~~June 30, ~~2023~~2025; or

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from ________ to ________

Commission file number 000-55680

CITRINE GLOBAL, CORP. (CTGL)

Name changed to SKYTECH ORION GLOBAL CORP. in Delaware, waiting upon Finra for approval for SEC usage)

(Exact name of registrant as specified in its charter)

Delaware		68-0080601
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

5 Golden Beach, Ceasarea Israel		3088900
5 Rashi St. Yerucham, Israel		8050743
(Address of principal executive offices)		Zip Code

+ (972) 9 855 1422

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered ~~N/A~~Common ~~N/A~~CTGL ~~N/A~~OTC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐☒ Smaller reporting company ☒ 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November~~June 1430th, ~~2023~~2025, ~~there~~There were ~~outstanding 965~~1,~~704~~044,~~039~~074,409 shares of the registrant’s common stock outstanding, ~~par~~and ~~value~~1,234,185,009 ~~$0.0001~~as of ~~per~~September 3, ~~share~~2025.

CITRINE GLOBAL, CORP

Form 10-Q

~~September~~June 30, ~~2023~~2025

	Page
PART I — FINANCIAL INFORMATION
Item 1 – Unaudited Condensed Consolidated Financial Statements	34
Condensed Consolidated Balance Sheets – September 30, 2023 (unaudited) and December 31, 2022	5
Condensed Consolidated Balance Sheets – June 30, 2025 (unaudited) and December 31, 2024	5
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022 (unaudited)	6
Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024 (unaudited)	6
Condensed Consolidated Statement of Changes in Stockholders’ Equity (deficit) for the three and nine months ended September 30, 2023 and 2022 (unaudited)	7
Condensed Consolidated Statement of Changes in Stockholders’ Equity (deficit) for the three and six months ended June 30, 2025 and 2024 (unaudited)	7
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 (unaudited)	9
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 (unaudited)	9
Notes to Unaudited Condensed Consolidated Financial Statements	10
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	2515
Item 3 – Quantitative and Qualitative Disclosures About Market Risk	3426
Item 4 – Controls and Procedures	3426
PART II — OTHER INFORMATION	3527
Item 1 – Legal Proceedings	3527
Item 1A – Risk Factors	3527
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	3527
Item 3 – Defaults upon Senior Securities	3527
Item 4 – Mine Safety Disclosures	3527
Item 5 – Other Information	3527
Item 6 – Exhibits	3527
Exhibit Index	3527
SIGNATURES	3628

CITRINE GLOBAL, CORP.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF ~~SEPTEMBER~~JUNE 30, ~~2023~~2025

CITRINE GLOBAL, CORP.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF ~~SEPTEMBER~~JUNE 30, ~~2023~~2025

U.S. DOLLARS IN THOUSANDS

TABLE OF CONTENTS

	~~Page~~	Page
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
Condensed consolidated balance sheets as of September 30, 2023 (unaudited), and December 31, 2022	5
Condensed consolidated balance sheets as of June 30, 2025 (unaudited), and December 31, 2024		5
Condensed consolidated statements of operations and comprehensive loss for nine and three months ended September 30, 2023 and 2022 (unaudited)	6
Condensed consolidated statements of operations and comprehensive loss for six and three months ended June 30, 2025 and 2024 (unaudited)		6
Condensed consolidated statements of stockholders’ deficit for the nine and three months period ended September 30, 2023 and 2022 (unaudited)	7
Condensed consolidated statements of stockholders’ deficit for the six and three months period ended June 30, 2025 and 2024 (unaudited)		7
Condensed consolidated statements of cash flows for the nine months ended September 30, 2023 and 2022 (unaudited)	9
Condensed consolidated statements of cash flows for the six months ended June 30, 2025 and 2024 (unaudited)		9
Notes to unaudited condensed consolidated financial statements	~~10 - 24~~	10 - 14

CITRINE GLOBAL, CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands, except share and per share data)

	September 30,			December 31,
	June 30,			December 31,
	2023			2022
	2025			2024
A s s e t s		(Unaudited)
	(Unaudited)
Assets
Current Assets
Cash and cash equivalents		588			771
Prepaid expenses		~~326~~102			88108
Other current assets		1631			2031
Total Current assets		~~400~~141			~~185~~140
Non-current assets
Investments valued under the measurement alternative		~~1,179~~831			~~894~~1,263
Property and equipment, net		~~211~~234			~~230~~217
Total non-current assets		1,~~390~~065			1,~~124~~480
T o t a l assets		1,790			1,309
Total assets		1,206			1,620
Liabilities and Stockholders’ Deficit
Current liabilities
Short term loans		-292			82181
Credit facility		172			-
Accounts payable		-			22
Accounts payable and accrued expenses		487			247
Accounts payable – related parties		324			324
Accrued compensation		1,749			1,476
Accounts payable		324			324
Total current liabilities		2,408			1,805
Accrued compensation – related parties		2,732			2,465
Accrued expenses		675			612
Total current liabilities		4,023			3,604
Non-current liability
Non-current liability
Convertible notes - related parties		711			711
Convertible component in convertible notes		51			161
Total liabilities		4,734			4,315
Convertible notes		2,020			1,814
T o t a l liabilities		4,479			3,780
Stockholders’ Deficit
Common stock, par value $0.0001 per share, 1,500,000,000 shares authorized at September 30, 2023 and December 31, 2022; 965,704,039 and 943,703,873 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively		96			94
Common stock, par value $0.0001 per share, 1,500,000,000 shares authorized at June 30, 2025 and December 31, 2024; 1,044,074,409 shares issued and outstanding at June 30, 2025 and December 31, 2024		104			104
Additional paid-in capital		2527,~~067~~100			2327,~~248~~053
Stock to be issued		551,974			~~474~~1,836
Accumulated deficit		(2832,~~051~~747	)		(2631,~~402~~805	)
Accumulated other comprehensive income		~~144~~41			~~115~~117
T o t a l stockholders’ deficit		(2,689	)		(2,471	)
Total stockholders’ deficit		(3,528	)		(2,695	)
T o t a l liabilities and stockholders’ deficit		1,790			1,309
Total liabilities and stockholders’ deficit		1,206			1,620

The accompanying notes are an integral part of the condensed consolidated financial statements.

CITRINE GLOBAL, CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(U.S. dollars in thousands, except share and per share data)

	Nine months ended						Three months ended
	2025			2024			2025			2024
	September 30						September 30
	Six months ended						Three months ended
	2023			2022			2023			2022
	June 30						June 30
	2025			2024			2025			2024
	(Unaudited)						(Unaudited)
Research and development expenses		(84	)		(83	)		(27	)		(27	)
Research and development expenses – related parties		(63	)		-			(31	)		-
Marketing, general and administrative expenses		(1,521	)		(1,234	)		(497	)		(565	)
Marketing, general and administrative expenses – related parties		(317	)		(455	)		(152	)		(222	)
Operating loss		(1,605	)		(1,317	)		(524	)		(592	)
Marketing, general and administrative expenses		(75	)		(212	)		(34	)		(42	)
Operating loss		(455	)		(667	)		(217	)		(264	)
Financing expenses, net:
Income (expenses) related to convertible loan terms		(282	)		(575	)		75			(582	)
Expenses related to convertible loan terms – related parties		-			(34	)		-			(24	)
Other financing income (expenses), net		238			(19	)		328			(2	)
Fair value measurement of the IBOT options and impairment of Nanomedic investment		(432	)		(747	)		(432	)		(932	)
Financing income (expenses), net		(44	)		(594	)		403			(584	)
Other financing expenses, net		(55	)		(54	)		(26	)		(30	)
Net loss attributable to common stockholders		(1,649	)		(1,911	)		(121	)		(1,176	)
Financing expenses, net		(487	)		(835	)		(458	)		(986	)
Loss per common stock (basic and diluted)		- *			- *			- *			- *
Net loss attributable to common stockholders		(942	)		(1,502	)		(675	)		(1,250	)
Basic weighted average number of shares of common stock outstanding		959,483,061			942,713,630			965,540,180			943,000,129
Loss per common stock (basic and diluted)		-*			-*			-*			-*
Basic weighted average number of shares of common stock outstanding		1,044,674,409			1,021,648,686			1,044,674,409			1,044,074,406
Comprehensive loss:
Net loss		(~~1,649~~942	)		(1,~~911~~502	)		(~~121~~675	)		(1,~~176~~250	)
Other comprehensive income attributable to foreign currency translation		29(76	)		824			13(92	)		615
Comprehensive loss		(1,~~620~~018	)		(1,~~903~~478	)		(~~108~~767	)		(1,~~170~~235	)

Represents an amount less than $0.01 per common stock.

The accompanying notes are an integral part of the condensed consolidated financial statements.

CITRINE GLOBAL, CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(U.S. dollars in thousands, except share and per share data)

	Stock		Amount		capital		issued			deficit			income			deficit
	Common stock				Additional paid-in		Stock to be			Accumulated			Accumulated other comprehensive			Total stockholders’
	Stock		Amount		capital		issued			deficit			income			deficit
BALANCE AT DECEMBER 31, 2022		943,703,873		94		23,248		474			(26,402	)		115			(2,471	)
BALANCE AT DECEMBER 31, 2024		1,044,674,409		104		27,053		1,836			(31,805	)		117			(2,695	)
CHANGES DURING THE PERIOD OF THREE MONTHS ENDED MARCH 31, 2023:
CHANGES DURING THE PERIOD OF THREE MONTHS ENDED MARCH 31, 2025:
Issuance of shares under share purchase agreement (note 4)		9,259,250		1		443		(444	)		-			-			-
Issuance of shares under share and warrants purchase agreement		-		-		-		138			-			-			138
Issuance of shares for credit facility		3,232,016		- *		123		-			-			-			123
Share based compensation		-		-		31		-			-			-			31
Share based compensation to service providers		283,900		- *		- *		4			-			-			4
Other comprehensive income		-		-		-		-			-			16			16
Warrants issued in connection with convertible notes		-		-		268		-			-			-			268
Net loss for the period		-		-		-		-			(267	)		-			(267	)
Share based compensation		-		-		269		-			-			-			269
BALANCE AT MARCH 31, 2025 (unaudited)		1,044,674,409		104		27,084		1,974			(32,072	)		133			(2,777	)
Other comprehensive income		-		-		-		-			-			10			10
Balance		1,044,674,409		104		27,084		1,974			(32,072	)		133			(2,777	)
Net loss for the period		-		-		-		-			(852	)		-			(852	)
Share based compensation		-		-		16		-			-			-			16
BALANCE AT MARCH 31, 2023 (unaudited)		956,479,039		95		24,351		34			(27,254	)		125			(2,649	)
Other comprehensive income		-		-		-		-			-			(92	)		(92	)
Issuance of shares for services		9,000,000		1		332		-			-			-			333
Net loss for the period		-		-		-		-			(675	)		-			(675	)
Share based compensation to service providers		-		-		-		5			-			-			5
BALANCE AT JUNE 30, 2025 (unaudited)		1,044,674,409		104		27,100		1,974			(32,747	)		41			(3,528	)
Share based compensation		-		-		209		-			-			-			209
Balance		1,044,674,409		104		27,100		1,974			(32,747	)		41			(3,528	)
Other comprehensive income		-		-		-		-			-			6			6
Net loss for the period		-		-		-		-			(676	)		-			(676	)
BALANCE AT JUNE 30, 2023 (unaudited)		965,479,039		96		24,892		39			(27,930	)		131			(2,772	)
Balance		965,479,039		96		24,892		39			(27,930	)		131			(2,772	)
Issuance of shares for services		225,000		- *		9		(5	)		-			-			4
Share based compensation to service providers		-		-		-		21			-			-			21
Share based compensation		-		-		166		-			-			-			166
Other comprehensive income		-		-		-		-			-			13			13
Net loss for the period		-		-		-		-			(121	)		-			(121	)
BALANCE AT SEPTEMBER 30, 2023 (unaudited)		965,704,039		96		25,067		55			(28,051	)		144			(2,689	)
Balance		965,704,039		96		25,067		55			(28,051	)		144			(2,689	)

Represents amount less than $1 thousand

CITRINE GLOBAL, CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(U.S. dollars in thousands, except share and per share data

	Common stock				Additional paid-in			Stock to be			Accumulated			Accumulated other comprehensive			Total stockholders’
	Stock		Amount		capital			issued			deficit			income			deficit
BALANCE AT DECEMBER 31, 2021		942,568,006		94		22,073			44			(23,757	)		106			(1,440	)
BALANCE AT DECEMBER 31, 2023		973,704,039		97		25,359			1,458			(29,507	)		118			(2,475	)
CHANGES DURING THE PERIOD OF THREE MONTHS ENDED MARCH 31, 2022:
CHANGES DURING THE PERIOD OF THREE MONTHS ENDED MARCH 31, 2024:
Extinguishment of convertible note		-		-		(162	)		-			-			-			(162	)
Issuance of shares under share purchase agreement		70,370,370		7		1,400			(1,407	)		-			-			-
Warrants issued in connection with convertible notes		-		-		100			-			-			-			100
Share based compensation to service providers		-		-		-			-			-			-			-
Share based compensation		-		-		3291			-			-			-			3291
Other comprehensive income		-		-		-			-			-			69			69
Net loss for the period		-		-		-			-			(~~729~~252	)		-			(~~729~~252	)
BALANCE AT MARCH 31, 2022 (unaudited)		942,568,006		94		22,043			44			(24,486	)		112			(2,193	)
BALANCE AT MARCH 31, 2024 (unaudited)		1,044,074,409		104		26,850			51			(29,759	)		127			(2,627	)
Share based compensation		-		-		35			-			-			-			35
Balance		1,044,074,409		104		26,850			51			(29,759	)		127			(2,627	)
Other comprehensive income		-		-		-			-			-			(5	)		(5	)
Share based compensation		-		-		82			-			-			-			82
Net loss for the period		-		-		-			-			(6	)		-			(6	)
Convertible component in convertible notes classified as equity						13												13
BALANCE AT JUNE 30, 2022 (unaudited)		942,568,006		94		22,078			44			(24,492	)		107			(2,169	)
Other comprehensive income		-		-		-			-			-			15			15
Balance		942,568,006		94		22,078			44			(24,492	)		107			(2,169	)
Net loss for the period		-		-		-			-			(1,250	)		-			(1,250	)
Issuance of shares		535,867		- *		14			(14	)		-			-			-
BALANCE AT JUNE 30, 2024 (unaudited)		1,044,074,409		104		26,945			51			(31,009	)		142			(3,767	)
Issuance of shares under share purchase agreement		535,867		- *		14			(14	)		-			-			-
Balance		1,044,074,409		104		26,945			51			(31,009	)		142			(3,767	)
Issuance of shares to services providers		600,000		- *		- *			-			-			-			-
Share based compensation to service providers		600,000		- *		- *			-			-			-			-
Share based compensation		-		-		335			-			-			-			335
Issuance of warrants		-		-		98			-			-			-			98
Warrants issued in connection with convertible notes		-		-		55			-			-			-			55
Modification of warrants in connection with convertible loan restructuring		-		-		354			-			-			-			354
Other comprehensive income		-		-		-			-			-			6			6
Net loss for the period		-		-		-			-			(1,176	)		-			(1,176	)
BALANCE AT SEPTEMBER 30, 2022 (unaudited)		943,703,873		94		22,934			30			(25,668	)		113			(2,497	)
Balance		943,703,873		94		22,934			30			(25,668	)		113			(2,497	)

Represents amount less than $1 thousand

The accompanying notes are an integral part of the condensed consolidated financial statements.

CITRINE GLOBAL, CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands, except share and per share data)

	Nine months ended
	2025			2024
	September 30,
	Six months ended
	2023			2022
	June 30,
	2025			2024
	(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		(~~1,649~~942	)		(1,~~911~~502	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		2			2
Finance expenses, net		25			1
Finance expenses, net		1			5
Financial expenses with respect to convertible notes and loans – related parties		-			34
Financial expenses with respect to convertible notes and loans		282			575
Share based payment		47			173
Share based payment		871			402
Fair value adjustment of option to purchase MyPlant shares		-			-
Fair value adjustment of option to purchase MyPlant shares		(285	)		-
Fair value adjustment of option to purchase IBOT shares and impairment of Nanomedic investment		432			747
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		6440			~~(26~~134	)
Accounts payable and accrued expenses		566			511
Accounts payable and accrued expenses - related parties		380			455
Net cash used in operating activities		(148	)		(442	)
Accounts payable and accrued expenses		(98	)		(72	)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used in operating activities		(116	)		(30	)
Purchase of property and equipment		-			(4	)
Net cash used in investing activities		-			(4	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short term loan		-			80
Short term loan ,net		-			26
Proceeds from issuance of convertible notes		-			280
Receipt on accounts of shares		62
Proceeds under credit facility, net		130			-
Proceeds under credit facility		61			-
Net cash provided by financing activities		~~130~~123			~~360~~26
Effect of exchange rates on cash and cash equivalents		- (1*)	)		-(7*)	)
Net decrease in cash and cash equivalents		(19	)		(93	)
Net increase (decrease) in cash and cash equivalents		7			(4	)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD		77			280
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		1			7
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD		58			187
CASH AND CASH EQUIVALENTS AT END OF PERIOD		8			3
Supplemental disclosure of cash flow information:
Non-cash transactions:
Fair value of convertible component in convertible loan		-			(48	)
Receipt on accounts of shares against other current liabilities		76			-
Warrants issued in connection with convertible notes		(268	)		(155	)
Issuance of shares for credit facility		123			-
Extinguishment of convertible notes and loans		(83	)		(162	)
Issuance of shares for future services		139			-

Represents amount less than $1 thousand

The accompanying notes are an integral part of the condensed consolidated financial statements.

CITRINE GLOBAL, CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 1 - GENERAL

Citrine Global, Corp. (“Citrine Global” or the “Company”) was incorporated under the laws of the State of Delaware on May 26, 2010. The Company’s common stock is traded in the United States on the ~~OTCQB~~OTC market under the ticker symbol “CTGL.” On June 26, 2025, Citrine Global Corp. changed its name to SkyTech Orion Global Corp. in Delaware, reflecting its strategic focus on UAV and drone solutions.

On June 3, 2020 the Company established a wholly owned new Israeli subsidiary: CTGL – Citrine Global Israel Ltd, (the “Israeli Subsidiary”).

On ~~July~~ 21August 20, 2020, the Israeli Subsidiary ~~began to work with certain Company shareholders~~, Beezhome ~~Beezz Home~~ Technologies Ltd. ~~(“Beezzhome”)~~, in ~~which~~a ~~Ora~~company ~~Elharar~~owned ~~Soffer,~~by the Company’s ~~chairperson~~Chief ~~and~~Executive ~~CEO~~Officer ~~holds shares,~~ and Golden Holdings Neto Ltd., a company in which Ilan Ben-~~Ishai~~Ishay, a former director of the Company, holds shares, ~~have~~incorporated been working towards establishing an Operational Innovation Center focuses on plant based wellness and pharma products and solutions. The Company’s Board of Directors approved the Israeli Subsidiary to proceed with preparations for entering into an agreement to incorporate a new company, named Cannovation Center Israel Ltd. (“Cannovation”)~~, with Beezz Home Technologies Ltd~~. ~~and Golden Holdings Neto Ltd., and to accept limitations on the Israeli Subsidiary’s rights in~~ ~~the Cannovation Center if and as mandated under~~ Israeli ~~regulations on the involvement of foreign entities. On August 20, 2020, the Israeli~~ Subsidiary, ~~Beezz Home Technologies Ltd., and Golden Holdings Neto Ltd. incorporated Cannovation. Israeli Subsidiary~~ holds 60% of Cannovation’s shares, while each of ~~Beezz~~Beezhome ~~Home~~ Technologies Ltd. and Golden Holdings Neto Ltd. holds 20% of its shares.

On ~~August~~ 4May 13, ~~2020~~2025, the ~~Board of the Company approved for the Company and its~~ Israeli ~~Subsidiary to proceed with preparations for investing~~subsidiary inCannovation ~~iBOT~~Center Israel ~~Botanicals~~ Ltd., ~~(an~~changed ~~affiliate)~~its anname ~~Israeli~~to ~~nutritional~~SkyTech ~~supplements’~~Orion ~~company developing and manufacturing botanical formulas and nutritional supplements for custom & contract manufacturing for leading botanical companies (“iBOT”)~~Ltd. ~~The principal~~On ~~shareholders~~May ~~and~~29, ~~control~~2025, ~~persons of iBOT are~~ the Company’s ~~Chief~~executed ~~Executive~~its ~~Officer,~~resolution ~~President~~to ~~and Chairperson. iBOT has~~reallocate ~~a manufacturing facility for a wide range of botanical formulations~~shares. ~~iBOT’s~~Following ~~manufacturing~~this ~~facility is approved by the Israeli Ministry of Health and is GMP-certified~~resolution, ~~ISO~~CTGL ~~9001-certified~~Citrine ~~and~~Global ~~HACCP~~Israel ~~certified by IQC~~Ltd. Onincreased ~~August~~its 4,holdings ~~2020,~~to ~~the~~69.5% ~~Board of Directors approved for the Company~~ and ~~Citrine~~Beezhome ~~Global~~Technologies ~~Israel~~Ltd. to ~~proceed with preparations for investing in iBOT~~29. ~~On August 9~~5%, while ~~2021,~~Golden ~~through~~Holdings ~~the~~Finance’s ~~60%~~stake ~~owned~~in ~~subsidiary~~ Cannovation ~~Center~~was ~~Israel,~~diluted ~~the Company entered into an agreement with iBOT pursuant~~ to ~~which~~approximately ~~iBOT agreed to manufacture a line of nutritional supplements for Cannovation Center Israel, including packaging and storage~~1%.

InFinancial November 2021, iBOT granted to Citrine Global Group, a pre-emption right 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 in a change in control in iBOT following such issuance, then iBOT is to give to the Citrine Global Group written notice of such proposed issuance and the relevant terms thereof and the Citrine Global Group shall have ten (10) days thereafter to determine if it elects to purchase a minimum of 51% of the proposed issuance on the price and other terms specified in the notice sent by iBOT (the “Pre-Emption Right”). If the Citrine Global Group elects to exercise the Pre-Emption Right, such purchase is to take place at no more than 90 days following the expiration of the 10 day notice period to the Citrine Global Group. Any iBOT securities of the Pre-Emption Right that Citrine Global Group elects to not purchase are to be sold by not later than 90 days following the end of the Citrine Global Group’s notice period and if such shares are not sold to such third party within the 90 day period, the Pre-Emption right shall apply to any subsequent proposed issuance. The preemption right does not apply to certain specified exceptions.support

InOn ~~November~~March ~~2022~~6, ~~the~~2023 ~~Company~~Cannovation and ~~iBOT~~S.R. ~~agreed~~Accord Ltd., an Israeli company (“Lender”), entered into an 18-month credit facility agreement (the “Credit Facility”) pursuant to ~~extend~~which Lender has committed to ~~March~~fund 31Cannovation in an aggregate amount of 3,000,000 ~~2023~~NIS (approximately $857,000), as needed. At the time of each draw down, Cannovation and Lender will determine the maturity date of the loan. All amounts drawn under the Credit Facility will bear interest at an monthly rate of 1.7%. Cannovation has the right to pre-~~emption~~pay ~~right~~the ~~previously~~entire amount outstanding under the Credit Facility at any time. As security for any loans under the Credit Facility, Cannovation granted the Lender a first priority lien on its rights to the ~~Company~~125,000 ~~with~~sq ~~respect~~ft (11,687 sq meters) of industrial land in Yerucham (see note 4(1) below). The lien will become effective only if Cannovation utilizes the Credit Facility. If the market value of the Premises is less than the amount outstanding under the Credit Facility, then Lender will be entitled to additional security including additional shares of Citrine Global common stock, on such terms and conditions as the parties may agree. As additional security for any ~~equity~~payments ordue ~~equity~~to ~~linked~~Lender, ~~securities~~Israeli Subsidiary, (ii) Beezhome and (iii) Netto Holdings, an unaffiliated entity under the partial control of Ilan Ben Ishay, a director on the board of Cannovation, as well as each of Ms. Elharar Soffer and Mr. Ben Ishay in their personal capacities, have provided guarantees for the repayment of any amounts that ~~iBOT~~may ~~proposes~~be owing to ~~issue~~Lender under the Credit Facility. Cannovation has agreed to anindemnify ~~unrelated~~Ms. ~~third~~Elharar Soffer ~~party~~and Mr. Ben Ishay for any losses they incur as a result of the guarantee. As of September 2024, the Company renewed its short term loan with ~~aggregate~~S.R. ~~gross~~Accord ~~proceeds~~Ltd. toin ~~iBOT~~the amount of approximately ~~exceeding~~NIS 660,000 (approximately $1176,000). ~~million~~As orpart ~~which~~of ~~will~~the ~~result~~renewal, ~~51%~~Mr. inLior Asher signed as a ~~change~~personal inguarantor, ~~control~~joining inMs. ~~iBOT~~Ora ~~following~~Elharar ~~such~~Soffer as ~~issuance~~guarantor. In ~~March~~addition, ~~2023~~the Company, its Israeli subsidiary CTGL – Citrine Global Israel Ltd., and Beezhome Technologies Ltd., a private company wholly owned by Ms. Ora Elharar Soffer, signed the agreement. While Netto Holdings Ltd. and Mr. Ilan Ben Ishay had originally undertaken to provide personal guarantees, they had not executed such guarantees as of that date. All collateral under the Credit Facility remained in place, including a first-priority lien over the Company’s rights and the 125,000 sq. ft. (11,687 sq. meters) industrial ~~iBOT~~parcel ~~agreed~~in Yerucham, Israel, as well as additional collateral intended to ~~further~~secure ~~extend~~repayment of the loan and to ~~December~~cover 31any damage, ~~2023~~debt, ~~such~~or obligation ~~right~~arising ~~see~~from ~~note~~the 8Credit Facility. The Company, together with CTGL – Citrine Global Israel Ltd. and Cannovation Center Israel Ltd. (inow SkyTech Orion Ltd.), undertook to fully indemnify both Ms. Elharar Soffer and Mr. Lior Asher for any liability, damage, or loss that may result from their personal guarantees.

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.

In August 2025, SR Accord extended the credit facility agreement with Cannovation Center Israel Ltd. (renamed SkyTech Orion Ltd.) until March 31, 2027. The facility is supported by guarantees of CTGL Citrine Global Israel Ltd. and Citrine Global Corp., as well as personal guarantees signed by Ora Elharar-Soffer, the Company’s CEO, and Lior Asher, a director of SkyTech Orion Ltd.

With respect to the personal guarantees of Ora Elharar-Soffer and Lior Asher, Cannovation Center Israel Ltd.( SkyTech Orion Ltd ) CTGL Citrine Global Israel Ltd., and Citrine Global Corp. have confirmed, in line with prior Board resolutions, their undertaking to provide indemnification and comprehensive protections to the guarantors See also Note 6D below.

The Company has no significant firm commitments that require it to remit cash and can control the level of expenses it incurs. Based on the Company’s current cash balances, and the access to the Credit Facility noted above, the Company believes it will have sufficient funds for its plans for the next twelve months from the issuance of these financial statements. As the Company is embarking on its business plan, it is incurring losses. It cannot determine with reasonable certainty when and if it will have sustainable profits.

CITRINE GLOBAL, CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 1 – GENERAL (cont.)

Stock split

On June 10, 2022, certain of the Company’s stockholders representing more than 50% of the Company’s outstanding share capital (the “Majority Consenting Stockholders”) approved an amendment to the Company’s Certificate of Incorporation (the “Reverse Stock Split Certificate of Amendment”) in order to effect a reverse stock split of the Company’s common stock pursuant to a range of between 50-to-1 and 700-to-1 (the “Reverse Stock Split”). Pursuant to the Reverse Stock Split, each fifty or seven hundred shares of common stock (or any whole number within such range), as shall be determined by the Board at a later time, will be automatically converted, without any further action by the stockholders, into one share of common stock. No fractional shares of common stock will be issued as the result of the Reverse Stock Split. Instead, each stockholder of the Company will be entitled to receive one share of common stock in lieu of the fractional share that would have resulted from the Reverse Stock Split. The Reverse Stock Split Certificate of Amendment will be effective upon receipt of approval from the Financial Industry Regulatory Authority (“FINRA”) and the filing with the Secretary of the State of Delaware, both of which were not completed as of the date of the approval of the financial statements.

Financial support

The Company has not yet to generate revenues and is dependent on raising funds from its current shareholders or from other sources. On April 13, 2021, Citrine S A L, on behalf of itself and its affiliates and related parties, has furnished the Company with an irrevocable letter of obligation to financially support the Company until June 30, 2022. On March 17, 2022, Citrine S A L Investment & Holding Ltd. extended this support through June 30, 2023. On August 14, 2022, Citrine S A L Investment & Holding Ltd. further extended this support through June 30, 2024.

In addition, on March 6, 2023 Cannovation and S.R. Accord Ltd., an Israeli company (“Lender”), entered into an 18-month credit facility agreement (the “Credit Facility”) pursuant to which Lender has committed to fund Cannovation in an aggregate amount of 3,000,000 NIS (approximately $857,000), as needed. At the time of each draw down, Cannovation and Lender will determine the maturity date of the loan. All amounts drawn under the Credit Facility will bear interest at an monthly rate of 1.7%. Cannovation has the right to pre-pay the entire amount outstanding under the Credit Facility at any time. As security for any loans under the Credit Facility, Cannovation granted the Lender a first priority lien on its rights to the 125,000 sq ft (11,687 sq meters) of industrial land in Yerucham. The lien will become effective only if Cannovation utilizes the Credit Facility. If the market value of the Premises is less than the amount outstanding under the Credit Facility, then Lender will be entitled to additional security including additional shares of Citrine Global common stock, on such terms and conditions as the parties may agree. As additional security for any payments due to Lender, (i) the Israeli Subsidiary, (ii) Beezzhome and (iii) Netto Holdings, an unaffiliated entity under the partial control of Ilan Ben Ishay, a director on the board of Cannovation, as well as each of Ms. Elharar Soffer and Mr. Ben Ishay have, in their personal capacities, provided guarantees for the repayment of any amounts that may be owing to Lender under the Credit Facility. The Company, CTGL – Citrine Global Israel Ltd. and Cannovation have agreed to indemnify Ms. Elharar Soffer and Mr. Ben Ishay for any losses they incur as a result of the personal guarantees.

On March 7, 2023, the Company issued to the Lender and a consultant 3,232,016 shares of the Company’s common stock as a commitment fee in respect of the provision of the Credit Facility (valuated at $123 thousand). As of the date of this report, Cannovation utilized $172,000 of the credit line.

The Company has no significant firm commitments that require it to remit cash and can control the level of expenses it incurs. Based on the Company’s current cash balances, and the access to the Credit Facility noted above, management believes the Company will have sufficient funds for its plans for the next twelve months from the issuance of these financial statements. As the Company is embarking on its business plan, it is incurring losses. It cannot determine with reasonable certainty when and if it will have sustainable profits.

Following the war involving Israel, on October 7 2023, there has been a decrease in Israel’s economic and business activity. The security situation has led, inter alia, to a disruption in the chain of supply and production, a decrease in the volume of national transportation, a shortage in manpower as well as a decrease in the value of financial assets and a rise in the exchange rate of foreign currencies in relation to the shekel.

At this time, the Company has assessed, on the basis of the information it has as at the date of approval of these financial statements, that the current events and the escalation in security in Israel, will not have a material effect on the business plans of the Company in the short term. In addition, the situation may result difficulties in management’s efforts to seek additional financing arrangements. Since this is an event that is not under the control of the Company, and matters such as the fighting continuing or stopping may affect the Company’s assessments, as at the reporting date the Company is unable to assess the extent of the effect of the Iron Swords War on its business activities and on the business activities of its subsidiaries, and on their medium and long term results. The Company is continuing to regularly follow developments on the matter and will continue to examine the effects on its operations and the value of its assets.

CITRINE GLOBAL, CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

Unaudited Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiary, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q. In the opinion of management, the financial statements presented herein have not been audited by an independent registered public accounting firm but include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations and cash flows for the ~~nine~~six and three months ended ~~September~~June 30, ~~2023~~2025. However, these results are not necessarily indicative of results for any other interim period or for the year ~~ended~~ ended December 31, ~~2023~~2025.

Certain information and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission (“SEC”). These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2022~~2024.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of expenses during the reporting periods. ~~Significant estimates include fair value estimates of derivative liabilities and assets.~~ Actual results could differ from those estimates.

~~Fair value~~11

Fair value of certain of the Company’s financial instruments including cash, accounts payable, accrued expenses, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosure,” which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements.

Fair value, as defined by ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk.

Valuation techniques are generally classified into three categories: (i) the market approach; (ii) the income approach; and (iii) the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows:

CITRINE GLOBAL, CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF RESENTATION (cont.)

Fair value (cont.)

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.

Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and

Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values.

Fair value measurements are required to be disclosed by the level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), (ii) segregating those gains or losses included in earnings, and (iii) a description of where those gains or losses included in earning are reported in the statement of operations.

The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows:

SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS

	Balance as of September 30, 2023
	Level 1		Level 2		Level 3		Total
	US$ in thousands
Assets:
Option to Purchase MyPlant shares		-		-		576		576
Total assets		-		-		576		576
Liabilities:
Convertible component in convertible notes		-		-		92		92
Total liabilities		-		-		92		92

CITRINE GLOBAL, CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF RESENTATION (cont.)

	Balance as of December 31, 2022
	Level 1		Level 2		Level 3		Total
	US$ in thousands
Assets:
Option to Purchase MyPlant shares		-		-		291		291
Total assets		-		-		291		291
Liabilities:
Convertible component in convertible notes		-		-		161		161
Total liabilities		-		-		161		161

The following table presents the changes in fair value of the level 3 assets and liabilities for the period ended September 30, 2023:

SCHEDULE OF CHANGES IN FAIR VALUE OF LEVEL 3 ASSETS AND LIABILITIES

	Changes in Fair value
	US$ in thousands
Assets:
Outstanding at December 31, 2022		291
Changes in fair value		285
Outstanding at September 30, 2023		576

	Changes in Fair value
	US$ in thousands
Liabilities:
Outstanding at December 31, 2022		161
Initial recognition of convertible component as part of convertible notes issued		8
Changes in fair value		(77	)
Outstanding at September 30, 2023		92

Credit line issuance costs

Costs associated with entering into a revolving line of credit or revolving-debt arrangement are costs incurred in exchange for access to capital. These fees are paid regardless of whether the funds are ever drawn down. Such costs are recorded as such on the balance sheet as prepaid expenses. Upon drawing down a portion of the credit line, the applicable portion of the costs related to that draw down is presented as a direct deduction from the carrying value of the debt when drawn and amortized as finance expenses using the effective interest method.

Recent Accounting Pronouncements

New pronouncements issued but not effective as of September 30, 2023 are not expected to have a material impact on the Company’s consolidated financial statements.

CITRINE GLOBAL, CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 3 – STOCK OPTIONS

On March 5, 2023, the Board of the Company determined that in the event that the Company’s stock is listed on the Nasdaq Stock Market, then one half of the awarded but unvested option grants made in each of August 2021 and in August 2022, including to officers, directors, will immediately vest at such time. In addition, the Board also determined to provide that following the termination of services by an officer, director or a selected service provider for any reason other than cause, such person shall have a one year period from the date of termination to exercise any option that was vested at the time of the termination of services.

The following table presents the Company’s stock option activity for employees and directors of the Company for the ~~year~~period ended ~~September~~June 30, ~~2023~~2025:

	Number of Options		Weighted Average Exercise Price ($)
Outstanding at December 31, 2022		122,529,342		0.026
Outstanding at December 31, 2024		121,351,132		0.026
Granted		-		-
Exercised		-		-
Forfeited or expired		-		-
Outstanding at September 30, 2023		122,529,342		0.026
Outstanding at June 30, 2025		121,351,132		0.026
Number of options exercisable at September 30, 2023		56,692,978		0.035
Number of options exercisable at June 30, 2025		112,918,837		0.026

The stock options outstanding as of ~~September~~June 30, ~~2023~~2025, have been separated into exercise prices, as follows:

Exercise price		Stock options outstanding		Weighted average remaining contractual life – years		Stock options vested
$		As of ~~September~~June 30, ~~2023~~2025
	0.0011		46,762		31.2550		46,762
	0.02		4241,~~415~~237,~~560~~350		10.8611		1437,~~138~~899,~~520~~088
	0.022		47,128,400		10.8611		1543,~~709~~201,~~468~~033
	0.05		32,938,620		31.4355		2631,~~798~~771,~~228~~954
			122,529,342		2.54		56,692,978
			121,351,132				112,918,837

Compensation expense recorded by the Company in respect of its stock-based compensation awards for the ~~nine~~six ~~and three~~ months ended ~~September~~June 30, ~~2023~~ 2025 were $~~644~~47 thousands and $~~166~~173 thousands, respectively, and are included in General and Administrative expenses in the Statements of Operations.

15As of June 30, 2025, there was $4 thousands of total unrecognized compensation cost related to non-vested options. The cost is expected to be recognized over a weighted average period of 0.25 years.

The aggregate intrinsic value of the awards outstanding as of June 30, 2025 is $0. These amounts represent the total intrinsic value, based on the Company’s stock price of $0.0115 as of June 30, 2025, less the weighted exercise price.

CITRINE GLOBAL, CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 4 -– ~~INVESTMENTS~~RELATED ~~VALUED UNDER THE MEASUREMENT ALTERNATIVE~~PARTIES

A. OnTransactions December 30, 2022, the Company, 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~~balances ~~Inc.,~~with arelated 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 the Company of up to 55% of MyPlant’s issued and outstanding share capital on a fully diluted basisparties

In addition, under the Share Purchase and Option Agreement, the Company granted an option by the MyPlant 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 up to 32,407,417 shares of our common stock to the MyPlant 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 the Company’s sole discretion, in cash or in the issuance to MyPlant of up to 9,259,250 shares of our common stock.

	2024		2023		2024		2023
	Six months ended June 30				Three months ended June 30
	2024		2023		2024		2023
	U.S. dollars (in thousands)

Research and development expenses:		63		-		31		-
Directors compensation and fees to officers		-		-		-		-
Research and development expense		63		-		31		-

General and administrative expenses:
Directors compensation and fees to officers (*)		317		455		152		222
(*) Share based compensation		47		173		16		82

Financing expense, net:
Expenses Related to convertible loan terms		-		34		-		24

~~Said options are exercisable through September 30, 2023 (the “Option Expiry Date”)~~B. IfBalances ~~both~~with ~~the~~related shareholders Option and the Company Options are exercised, the Company will hold 55% of MyPlant Shares, on a fully diluted basis. Under the Share Purchase and Option Agreement, the Company is authorized to continue its due diligence through the Option Expiry Date. The number of shares is subject to adjustment in respect of any stock split or other recapitalization of the Company.parties:

The transactions under the Share Purchase and Option Agreement are based on a MyPlant company valuation of approximately $4.45 million. The Company 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 MyPlant’s valuation in the transaction shall not be below US$1,000,000.

	As of June 30,		As of December 31,
	2025		2024

Current Liabilities:
Accounts payable		324		324
Accrued compensation		2,732		2,465
Current Liabilities		3,056		2,789
Non-current Liabilities:
Convertible notes		711		711

On September 28, 2023, the Company and MyPlant entered into an amendment of the Share Purchase and Option Agreement to extend to December 31, 2023 the Option Expiry Date available to the Company to purchase an additional 45% of MyPlant’s share equity, on a fully diluted basis. All other terms and conditions of the Share Purchase and Option Agreement remain in full force and effect.13

The options to purchase MyPlant shares were also accounted using the measurement alternative. Since the options’ value are subject to the changes in Citrine shares’ value, there are indicators to a change in the options’ value at each reporting date, and therefore the following valuation method was implemented.

CITRINE GLOBAL, CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 45 -–EVENTS ~~INVESTMENTS~~DURING ~~VALUED~~AND ~~UNDER~~AFTER THE ~~MEASUREMENT~~REPORTING ~~ALTERNATIVE (cont.)~~PERIOED

~~Fair Value~~A. ~~Proportional~~During ~~Allocation~~2024 and early 2025, the Company and its subsidiaries entered into a series of consulting and investment agreements with Mr. Lior Asher, acting personally and through Deer Light Ltd. The agreements are summarized below:

~~The Company~~● ~~estimated~~On ~~the~~September ~~fair~~1, ~~value~~2024, ofDeer ~~Shareholders~~Light ~~Option~~Ltd ~~using~~entered into consulting agreements with the ~~Monte~~Company ~~Carlo~~and ~~option~~its ~~pricing~~subsidiaries. ~~model~~Under ~~using~~these ~~the~~agreements, ~~following~~Deer ~~weighted~~Light ~~average assumptions~~Ltd is engaged to provide strategic planning, business development, innovation scouting, funding facilitation, and project management services. The total monthly retainer fees under these agreements amount to USD 11,000 (plus VAT), as detailed below:

~~SCHEDULE~~- $2,500 OFper ~~FAIR~~month ~~VALUE~~from OFthe ~~SHAREHOLDERS OPTION USING VALUATION ASSUMPTIONS~~Company

	December 31, 2022			September 30, 2023
Dividend yield		0	%		0	%
Risk-free interest rate		4.71	%		4.85	%
Expected term (years)		0.78			0.25
Company’s volatility		114.80	%		36.97	%
MyPlant share price (U.S. dollars)		10.04			29.22
MyPlant volatility		55.29	%		67.55	%
Alternative investment measurement input		55.29	%		67.55	%

- $3,500 per month from CTGL Citrine Global Israel Ltd.

~~The~~- ~~fair value of the Shareholders Option as of December 31~~$5,000 per ~~2022~~month ~~and~~from ~~September~~Cannovation ~~30,~~Center ~~2023~~Israel ~~was~~Ltd. ~~estimated~~renamedSkyTech atOrion ~~$291 thousands~~Ltd. ~~and~~May ~~$576 thousands, respectively~~2025.

~~Based on~~However, all payments under these agreements are deferred until the ~~above,~~earlier of: (i) the ~~fair~~listing ~~value~~of ~~proportion~~Citrine ~~allocation~~Global asCorp on a recognized U.S. stock exchange; (ii) successful fundraising of ~~December~~at 31least USD2.5 million from external sources; or (iii) the Company achieving positive operational cash flow, ~~2022~~confirmed ~~was~~by asthe ~~follows:~~board of directors (“Payment Event”).

~~SCHEDULE~~In OFaddition to ~~FAIR~~cash ~~VALUE~~compensation, ~~PROPORTION~~the ~~ALLOCATION~~Company may award equity-based compensation under future equity incentive plans, subject to board approval. One such equity grant was approved by company, granting options to purchase 41,762,976 common shares, with a two 2 -year vesting schedule and 50% acceleration upon uplisting. As of this report, the options not issued yet.

	December 31, 2022
Shareholders option	$	291
MyPlant’s shares		153
	$	444

●

On January 7, 2025, Deer Light Ltd signed an investment agreement with Citrine Global Corp, under which it committed to invest USD 138,000 in exchange for 13.7 million common shares and warrants to purchase an additional 13.7 million shares at an exercise price of $0.01 per share. The warrants are exercisable by December 31, 2025, or upon uplisting to a national stock exchange, whichever comes first. The investment is to be completed no later than March 15, 2025, and may be partially executed through direct supplier payments. As of June 30, 2025, the entire amount was remitted to the Company.

Under the Share Purchase and Option Agreement, MyPlant granted to the Company 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 the Company’s (or its subsidiaries’) field of business, provided that, if by December 31, 2023 the Company does not exercise either of the Shareholders Option or the MyPlant 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 30, 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 GlobalB. InGovernment ~~addition,~~Grant ~~under the Share Purchase and Option Agreement, Cannasoul, MyPlant’s majority Shareholder, agreed~~ to ~~not compete with MyPlant’s activities.~~Cannovation

~~The~~On ~~Company~~January ~~was~~12, ~~granted~~2025, ~~observer~~Cannovation ~~rights~~Center onIsrael Ltd, the ~~MyPlant~~Israeli ~~board~~subsidiary of ~~Directors~~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 3.4 million). The grant, in the ~~“MyPlant~~amount ~~Board”~~of NIS 12.5 million (approximately USD 3.4 million), is structured as reimbursements of approximately 37.5% of ~~Following~~the Company’s eligible expenses, including construction, equipment, services, and other costs submitted in connection with the ~~exercise~~establishment byof ~~Citrine~~the SkyTech Innovation and Production Center. The grant was awarded as part of a national strategic ~~Global~~program supporting the defense sector. The funds are designated for the establishment of the ~~Shareholders~~SkyTech ~~Option~~Innovation and Production Center in the city of Yerucham, Israel, on land that had previously been allocated to the ~~MyPlant~~subsidiary ~~Board~~by ~~shall~~the beState ~~comprised~~of Israel as part of ~~four~~a ~~(4)~~prior ~~directors~~grant for the construction of ~~which~~an ~~MyPlant~~Operational ~~will~~Innovation beCenter. ~~authorized~~This new grant is in addition to the prior allocation and ~~designate~~supports ~~two~~the construction of ~~such~~approximately ~~directors~~5,000 square meters of facilities on the 11.7-dunam (about 2.89 acres) plot. The Center 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.

C. On April 8, 2025, in accordance with the grant requirements, a digital bank guarantee in the amount of NIS 625,000 (approximately $187,000 USD) was issued by Bank Mizrahi. The guarantee is backed by an unlimited personal guarantee from Ms. Ora Elharar Soffer and a limited personal guarantee from Mr. Meir Aharon, who, through his consulting and construction company, has been engaged to build the SkyTech Center in Yerucham.

D. On March 31, 2025, Cannovation Center Israel Ltd. increased the credit facility originally entered into in March 2023 with S.R. Accord Ltd. to a total amount of NIS 1,000,000 (approximately $280,000).In accordance with the framework agreement with S.R. Accord, the facility was supported by formal signatures from the following entities: Citrine Global Corp., CTGL Citrine Global Israel Ltd., Cannovation Center Israel Ltd. (now SkyTech Orion Ltd.), and Beezhome Technologies Ltd., a private company wholly owned by Ms. Ora Elharar Soffer. In addition, personal guarantees were provided by Ms. Ora Elharar Soffer and Mr. 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.

E. On May 13, 2025, the Israeli subsidiary Cannovation Center Israel Ltd. changed its name to SkyTech Orion Ltd.

F. On June 26, 2025, Citrine Global Corp. changed its name to SkyTech Orion Global Corp. in Delaware, reflecting its strategic focus on UAV and drone solutions.

G. on June 3, 2025, Nanomedic Technologies Ltd. (“Nanomedic”) notified that it had completed a financing round of approximately $3,000,000. Based on this financing round the Company recorded an impairment loss of approximately $431,000 during the period. Following the impairment, the carrying amount of the investment as of June, 30, 2025 is approximately $18,000.

NOTE 6 – SEGMENT INFORMATION

The Company operates its business as one reporting segment and one reportable segment.

The Company’s Chief Operating Decision Maker (“CODM”) is its chief executive officer.

The CODM assesses performance and decides how to allocate resources based on net loss. In addition to net loss, the following significant expense categories and amounts are regularly provided to the CODM for use when allocating resources: expenses related to Investments valued under the measurement alternative (as presented in statements of operations) and share-based compensation expenses (as disclosed in Note 4A, related parties).

Asset information as presented on the consolidated balance sheets is provided to the CODM.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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, 2024 as filed with the Securities and Exchange Commission, or the SEC, on August 31 2025. 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. renamed SkyTech Orion Global Corp. in June 2025 in Delaware and our consolidated subsidiaries, including our wholly-owned subsidiary, CTGL-Citrine Global Israel Ltd. and to our partially owned subsidiary Cannovation Center Israel Ltd. (renamed SkyTech Orion Ltd. in May 2025) unless otherwise indicated or as otherwise required by the context.

Overview

This summary highlights selected information contained elsewhere in this report and does not contain all the information that you should consider before making your investment decision. Before investing in our common stock, you should carefully read this entire report, including the information set forth under the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of this report and our consolidated financial statements and the accompanying notes included in this report. Except as otherwise indicated herein or as the context otherwise requires, references in this report to “Citrine Global,” the “Company,” “we,” “us,” and “our” refer to Citrine Global, Corp. renamed SkyTech Orion Global Corp in June 2025 and our consolidated subsidiaries, including our wholly-owned subsidiary, CTGL-Citrine Global Israel Ltd. and to our partially owned subsidiary Cannovation Center Israel Ltd. (renamed SkyTech Orion Ltd. in May 2025). For the avoidance of doubt, throughout this report references to “Citrine Global, Corp.” or “SkyTech Orion Global Corp.” (also referred to as “SkyTech Global” or “SkyTech”) mean the U.S. public company, while references to “Cannovation Center Israel Ltd.,” “SkyTech Orion Ltd.” or “SkyTech Israel” mean the Company’s Israeli subsidiary. The use of these names reflects historical name changes and customary commercial usage, and all should be interpreted as referring to the Company and its consolidated group, as applicable.

Management Update and Business Review

The Company’s entire executive leadership, strategic management, and core operations are based in Israel, operating through its wholly owned subsidiary CTGL Citrine Global Israel Ltd. and its majority-owned subsidiary Cannovation Center Israel Ltd. was renamed SkyTech Orion Ltd. in May 2025.

On October 7, 2023, a large-scale war broke out in Israel, leading to a prolonged national crisis. The conflict created widespread uncertainty and instability across the country, disrupted the Israeli economy, and adversely affected the Company’s operations.

Throughout 2024, the Company remained primarily engaged in the wellness and plant-based health sector. Activities focused on the development of proprietary product lines, strategic collaborations, and minority investments, including in iBOT Israel Botanicals Ltd. These initiatives included the development of nutritional supplements, plant-based cosmetics, and other consumer health products. The Company had also prepared to launch its wellness products in the United States during 2024.

However, the outbreak of war in Israel, and its severe and prolonged impact on the Israeli economy particularly in international-facing consumer markets prevented the Company from proceeding with its planned launch and international sales activities. As a result, the Company experienced material delays in wellness-related product development, fundraising, and marketing efforts, and was unable to fully execute its strategic plans.

In the last quarter of 2024, following an internal review and in light of the evolving business environment, management determined that the existing wellness-focused strategy was no longer sufficient to drive growth. The Company therefore resolved to broaden its scope of activity and prepare for expansion into additional areas of development.

The Company placed a key focus on its government-supported industrial land in Yerucham, Israel—considered a highly strategic asset with substantial potential, located within a designated national innovation and industrial zone.

As part of its strategic review, the Company evaluated this asset within the framework of its Production, Innovation Center platform, aiming to align it with evolving national priorities and global industry needs. This review highlighted a unique opportunity to realign the Company’s operations with Israel’s growing focus on defense, UMS (Unmanned Systems)

Description of Business:

Ø	Equity Interest – 100% in CTGL Citrine Global Israel Ltd.

The Company holds 100% of the equity in CTGL Citrine Global Israel Ltd.

Ø	Equity Interest – 69.5% in Cannovation Center Israel Ltd. (subsequently renamed SkyTech Orion Ltd.) Through its wholly owned subsidiary, CTGL Citrine Global Israel Ltd., the Company holds a 69.5% equity interest in Cannovation Center Israel Ltd. (now operating as SkyTech Orion Ltd.).

Ø	Real Property Asset – Land in Yerucham, Israel (11,687 sqm / 125,000 sq. ft.) In February 2022, Cannovation Center Israel Ltd. acquired approximately 11,687 square meters of industrial land in Yerucham, southern Israel, under a Development Agreement with the Israel Lands Authority (“ILA”). The agreement requires development within four years (with possible extensions subject to ILA approval). Upon completion, the Company will be granted a 49-year renewable lease, considered equivalent to ownership rights under Israeli public land law. The property is designated for the establishment of an Operational Innovation Center.

Ø	Government Grant – NIS 12.5 million (approximately USD 3.4 million)

	On January 12, 2025, Cannovation Center Israel Ltd. (subsequently renamed SkyTech Orion Ltd.), the Company’s Israeli subsidiary, 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 3.4 million).

The grant, awarded as part of a national strategic defense program, is designated for the establishment of the SkyTech Innovation and Production Center in Yerucham, Israel. The planned facility will cover approximately 5,000 square meters on the Company’s 11.7-dunam (2.89-acre) industrial plot and will include assembly lines, R&D laboratories, testing facilities, and advanced production systems for defense-grade UAV and drone solutions.

Ø	Equity Interest – 19% in iBOT Israel Botanicals Ltd. The Company holds a 19% equity interest in iBOT, a GMP-certified facility approved by the Israeli Ministry of Health, focused on nutritional supplements and wellness products.

Ø	Equity Interest – 10% in MyPlant Bio Ltd. The Company holds a 10% equity interest in MyPlant Bio Ltd., a company specializing in botanical science and plant-based innovation.

Ø	Operational Innovation Centers’ Platform

The Company has a proprietary Operational Innovation Centers Platform. This modular and scalable infrastructure model supports the Company’s business growth by enabling the delivery of end-to-end solutions across its areas of activity, including product development, production, and commercialization. The platform is operated through the Company’s Israeli subsidiary, , with the goal of establishing specialized innovation centres that support both internal operations and external strategic collaborations.

Each innovation center functions as an integrated operational ecosystem offering a wide range of core capabilities, including:

	●	Research and development laboratories
	●	Manufacturing and product formulation infrastructure
	●	Quality assurance and testing
	●	Import/export and logistics support
	●	Distribution and go-to-market operations
	●	Services for both the Company’s proprietary product lines and third-party clients

The platform is a high-tech and biotech operational infrastructure, targeting key sectors that require advanced production facilities, innovation, and growth-oriented ecosystems, and represents a unique business model designed to realize its full potential and support global growth and expansion.

Ø	Other Assets

	The Company may also hold additional assets and equity interests reflected in its consolidated financial statements, including intangible assets such as intellectual property, goodwill, and proprietary technologies, as well as products developed for commercialization.

Strategic Shift – Entry into Defense & UMS (Unmanned Systems) and Drone Industry

On January 12, 2025, the Company was officially selected by the Government of Israel to lead a flagship national project in the military UMS and drone sector. SkyTech was chosen from among numerous applicants competing for inclusion in this strategic program, following a comprehensive government selection process.

As part of this designation, the Company was awarded a development grant of NIS 12.5 million (approximately $3.4 million) by the Israeli Ministry of Economy one of the largest grants granted under the government’s national defense and innovation initiatives. In addition to the grant, SkyTech was approved for a range of complementary benefits, including corporate tax incentives, employment and training support, import/export facilitation, and regulatory guidance designed to accelerate the establishment and expansion of the SkyTech Center.

The SkyTech Center is planned to serve as Israel’s national hub for innovation and manufacturing in the field of unmanned systems (UMS), tailored to the operational needs of the defense sector. It will provide the infrastructure for research, development, assembly, testing, and integration of advanced unmanned systems, all in full compliance with Israeli and international defense regulations and export standards.

SkyTech Center Israel – Building Demonstration (Architect: Avner Sher)
All rights reserved to the Company. The final design, specifications, and construction are subject to change and are not binding.

The SkyTech Center is designed to provide full-cycle infrastructure for secure, Israeli-based manufacturing of defense-grade UMS and drone solutions, supporting both domestic and international markets. The Center integrates advanced production, research, testing, and business development capabilities within one national hub, ensuring compliance with Israeli and allied defense standards.

Key components of the SkyTech Center include:

	●	Assembly & Production – Advanced UAV and drone manufacturing and assembly lines, including 3D-printing capabilities.
	●	Research & Development – Hardware, software, and AI development and customization.
	●	Laboratories & QA Testing – Facilities for validation, quality assurance, and compliance testing.
	●	Regulatory Compliance – Full alignment with MOD, NDAA, ITAR, and EU defense/export regulations.
	●	Flight Testing & Rental Services – Integration with Israel’s national drone test site and controlled environments for UAV flight testing and evaluation.
	●	Equipment & Logistics Services – Rental and logistical support for defense applications.
	●	Training Department – Simulator-based environments for training, skill development, and testing.
	●	Business Development & Innovation Hub – Support for startups and defense-tech companies, providing workspace, technical infrastructure, and access to strategic partnerships.

Strategic Positioning & Global Expansion

The SkyTech Center is being established as a national flagship project and a strategic assembly and production hub for the defense sector in Israel, with a focus on UAVs, drones, AI-powered platforms, Western-grade critical components, and advanced defense solutions tailored to military applications.

As part of its global expansion strategy, the Company is also establishing additional assembly and manufacturing centres worldwide. A U.S.-based production and assembly center is already under evaluation, aligned with U.S. defense procurement policies and regulatory frameworks.

SkyTech’s Breakthrough Multi-Domain Modular System for Unmanned Systems

The Company has developed a unique multi-domain modular system for unmanned platforms – an innovative solution designed to operate in air, sea, land, and advanced robotic configurations. The system represents a proprietary technological platform, based on a distinctive development methodology, enabling both operational deployment in the field and large-scale serial production capabilities, reaching hundreds of thousands and even millions of units in an efficient, rapid, and cost-effective manner.

~~CITRINE~~The ~~GLOBAL~~Company’s strategy focuses on the integration of approved Western defense-grade components, ~~CORP~~in light of the growing demand for compliance with strict regulatory and security standards in international markets, particularly in Israel, the United States, and other Western countries. This strategic approach ensures that the system meets the most rigorous defense requirements and enables market penetration into key global defense sectors.

~~NOTES~~The TOsystem ~~CONDENSED~~is ~~CONSOLIDATED~~primarily ~~FINANCIAL~~aimed ~~STATEMENTS~~at ~~(unaudited)~~the defense industry, addressing the rising demand for advanced unmanned solutions worldwide. The combination of technological uniqueness, scalable serial production capacity, and the strategic use of Western-approved components provides the Company with a significant strategic advantage, unlocking substantial sales potential and positioning it as a leading player in the global unmanned systems market.

~~NOTE~~SkyTech’s 5Modular FPV Drone – ~~CONVERTIBLE~~Developed ~~NOTES~~for Defense

A.As part Onof ~~September~~its ~~30,~~multi-domain ~~2022~~modular system, ~~the~~SkyTech ~~Company~~has ~~received~~developed a ~~loan~~modular ~~from~~FPV ~~Citrine~~(First SPerson AView) ~~L Hi Tech 7 LP~~drone, representing an ~~Israeli~~initial ~~limited partnership~~ and andedicated implementation ~~affiliated~~of ~~entity, in~~ the ~~principal~~Company’s ~~amount~~broader ofdevelopment ~~$80,000~~concept. The ~~loan~~drone ~~bear~~is ~~interest~~specifically atdesigned ~~12% per annum and was originally scheduled~~ to ~~mature~~address ~~on December 15, 2022, but~~ the ~~maturity~~evolving ~~date~~operational needs ~~was~~of ~~extended~~defense toforces. ~~May~~Compact, 31agile, ~~2024. The principal~~ and ~~interest~~adaptable, ~~payment~~it onis ~~the~~built ~~loan~~with ~~are~~trusted tocomponents bethat ~~made~~meet ~~in New Israeli Shekels (NIS) at~~ the ~~exchange~~most ~~rate~~stringent ~~which~~international defense ~~was~~standards, inincluding ~~effect~~NDAA, onITAR, ~~the~~and ~~date~~Israeli onMOD ~~which the loan was advanced~~requirements.

OnThe ~~January~~Company ~~30,~~is ~~2023~~building ~~the~~a ~~Company~~portfolio ~~and each~~ of ~~Citrine~~modular ~~High~~FPV ~~Tech~~drones 7and LPadvanced ~~(“LP~~unmanned ~~7”),~~systems ~~Citrine 8 LP~~ (~~“LP 8 “~~UAV/UAS) ~~and Citrine 9 LP (“LP 9”; together with LP 7 and LP 8~~, ~~the~~all ~~“Lending~~based ~~LP”),~~on ~~the~~certified ~~lending entities under~~ and ~~parties to the Convertible~~regulation-compliant ~~Note~~components. ~~Purchase~~These ~~Agreement~~products ~~entered~~are ~~into~~intended ~~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~~meet ~~they have agreed to extend~~ the ~~maturity date~~urgent onoperational ~~all~~demands ~~outstanding~~of ~~convertible~~modern ~~loans~~armed inforces ~~the~~while ~~principal~~ensuring ~~amount of $1~~flexibility,~~800,000~~ ~~under the CL Agreement to May 31~~scalability, and ~~2024.~~secure ~~See note 8(ii)~~integration.

InInitial ~~addition,~~assembly ~~under~~capabilities ~~the~~are ~~Agreement~~being ~~the~~established ~~Company~~through ~~and~~a ~~the~~hybrid ~~Lending~~model ~~LPs have also agreed~~ that ifcombines the Company’s ~~common~~in-house ~~stock~~resources iswith ~~listed on~~strategic ~~the~~collaborations ~~Nasdaq~~with ~~Stock~~certified ~~Market,~~contractors. ~~then~~This ~~the~~approach ~~Company,~~enables inearly-stage ~~its~~production ~~sole~~and ~~discretion,~~timely ~~shall~~delivery ~~determine to convert, in whole or in part, the outstanding amount~~ of ~~the~~systems ~~above mentioned notes~~ to ~~shares~~meet ofimmediate demand, ~~the~~including ~~Company’s~~planned ~~common~~sales ~~stock at a conversion price equal~~ to the ~~price~~Israeli ~~paid~~defense bysector, ~~the~~international ~~public investors~~allied ~~for~~markets, ~~the~~and ~~common stock in~~ the ~~offering~~U.S. ~~accompanying the listing~~military.

~~The~~In ~~Company~~parallel, ~~concluded that~~ the ~~above~~Company ~~mentioned~~is ~~change~~evaluating inlocalized ~~terms~~manufacturing ~~constitutes~~options ain ~~trouble~~the ~~debt~~United ~~restructuring~~States, ~~due~~in toline ~~its~~with ~~financial~~U.S. ~~condition~~defense ~~and~~procurement policies ~~the~~and ~~relief~~regulatory ~~that the abovementioned changes provided~~frameworks.

~~Therefore,~~SkyTech’s FPV drone activities form an integral part of the Company’s ~~concluded~~global ~~that~~strategy ~~the~~to ~~change~~deliver inadvanced ~~terms~~defense ~~should~~technologies beto ~~accounted~~strategic partners ~~for~~and asgovernment acustomers ~~modification.~~worldwide Aensuring ~~new~~readiness, ~~effective~~compliance, ~~interest~~and ~~rate~~long-term ~~was~~operational ~~established~~value. The Company is preparing ~~based~~for onlarge-scale ~~the~~commercial ~~carrying~~sales ~~value~~across ofkey ~~the~~defense ~~debt~~markets, ~~and~~with ~~the~~a ~~revised~~strong ~~cash~~focus ~~flows~~on building long-term customer relationships and expanding its international footprint.

OnThis ~~May~~approach 9,supports ~~2023, the Company~~SkyTech’s ~~Board~~mission ~~determined~~ to provide ~~that until the earlier of the satisfaction in full of the convertible loans or the termination of the exercise period of the warrants for an aggregate of 62~~high-quality,~~178,554~~ ~~shares~~adaptable ~~previously~~defense ~~issued~~technologies to ~~the~~strategic ~~Lending~~partners ~~LPs (the “Warrants”), if the Company’s common stock were to be listed on the Nasdaq Stock Market~~ and ~~the per share public~~government ~~price~~customers ofworldwide ~~the~~ensuring ~~offering accompanying such listing is less than the then current exercise price of the Warrants~~readiness, ~~then the Warrant exercise price shall be adjusted to that of the public offering price~~compliance, ~~provided that if such listing~~ and ~~accompanying~~long-term ~~offering~~operational dovalue. ~~not~~As ~~occur~~part ~~by September 30, 2023, then the exercise price~~ of ~~the Warrants shall remain at~~ its ~~then~~global ~~current~~business ~~exercise~~strategy, ~~price~~the ~~or may be adjusted to a lower~~company ~~exercise~~is ~~price~~actively aspreparing ~~determined~~for byscalable ~~Company’s~~commercial ~~Board~~sales ~~and~~across inmultiple ~~agreement~~defense ~~with the Lending LPs. As the offering has not been achieved by June 26~~markets, ~~2023,~~with ~~the~~a ~~Board~~strong ~~decided~~focus ~~that~~on ~~the~~building ~~Warrant~~long-term ~~exercise price shall remain unchanged at $0.05 and also provide that the upon the implementation~~customer ofrelationships ~~the reverse split, the Warrants per share exercise price would be unaffected by the reverse split~~ and ~~would~~international ~~remain at $0~~growth.~~05 though the number of warrant shares would be subject to the reverse stock split.~~

B.SkyTech’s vision Onis ~~January 30~~that, ~~2023~~as ~~Citrine~~part Sof Athe Linfrastructure Hibeing ~~Tech~~developed 7within LPthe ~~agreed~~SkyTech toCenter, ~~change~~ the ~~terms~~company ofwill ~~this~~have ~~loan,~~the ~~which~~capability ~~amounted~~ to ~~$83,000~~produce hundreds ~~(including~~of ~~accrued~~thousands ~~interest)~~of ~~such~~FPV ~~that~~drones ~~such~~annually. ~~terms~~These ~~shall~~drones beare ~~adjusted~~based on acertified, ~~pro~~military-~~rata~~grade ~~basis,~~components todesigned ~~those terms applicable~~ to ~~the~~meet ~~Company’s convertible notes then outstanding under~~ the ~~Convertible~~highest defense ~~Note Agreement (as detailed in note 5 A above)~~standards.

AsThis ~~provided~~anticipated ~~for~~capacity ~~under~~is driven by the ~~terms~~rapidly ofgrowing ~~the~~global ~~Convertible~~demand ~~Note~~for ~~Agreement,~~defense-ready ~~Citrine~~drone 7systems, ~~will~~as beFPV ~~issued~~drones ~~6,666,667~~are ~~warrants~~increasingly ~~for~~recognized as ~~shares~~the future of ~~common~~tactical ~~stock, where~~weaponry on the ~~Series~~modern Abattlefield. ~~and~~It Breflects ~~warrants~~SkyTech’s ~~are~~strategic ~~exercisable~~vision ~~through~~and ~~August~~production 9roadmap to build scalable, ~~2027~~secure, atand anregulation-compliant ~~exercise~~capabilities ~~price~~that address the evolving needs of ~~$0.05~~allied ~~per~~defense ~~share~~markets worldwide.

~~The~~Collaboration ~~Company~~with ~~concluded that~~ the ~~change~~Israeli inDefense ~~term~~Forces does not constitute a trouble debt restructuring. Thereafter, the Company applied the guidance in ASC 470-50, Modifications and Extinguishments. The accounting treatment is determined by whether terms of the new debt and original debt are substantially different.(IDF)

SkyTech believes that close collaboration with Israel’s defense system provides a significant advantage in aligning product development with real-world operational needs, accelerating time-to-field, and ensuring that its platforms meet the highest military and regulatory standards.

This relationship supports SkyTech’s commitment to advancing Israeli technological independence, strengthening national production capabilities, and developing certified, mission-ready drone solutions designed to serve both local defense requirements and global allied forces.

~~CITRINE~~This ~~GLOBAL~~initiative is part of SkyTech’s broader strategy to foster a collaborative defense innovation ecosystem, ~~CORP~~support the scaling of partner companies, and position SkyTech as a key facilitator of growth and advancement in the UAV and defense technology sectors both locally and globally.

~~NOTES~~The TOCompany ~~CONDENSED~~operates ~~CONSOLIDATED~~in ~~FINANCIAL~~Israel ~~STATEMENTS~~through ~~(unaudited)~~its subsidiaries CTGL Citrine Global Israel Ltd., and Cannovation Center Israel Ltd., renamed SkyTech Orion Ltd. in Q2 2025.

~~NOTE~~As 5part of this strategic redirection, we are aligning our U.S. corporate platform with SkyTech’s Israeli operations to create a seamless U.S.–Israel ~~CONVERTIBLE~~bridge ~~NOTES~~for dual-national activity in the field of unmanned aerial systems (~~cont.~~UAS), drones, and related defense technologies.

~~The~~Israel ~~following~~and ~~are~~Yerucham ~~the~~– ~~data~~Strategic Innovation Hub for UAV and ~~assumptions~~Drone ~~used:~~Technologies

~~SCHEDULE~~Israel serves OFas ~~FAIR~~a ~~VALUE~~key ~~DATA~~foundation ~~AND~~for ~~ASSUMPTIONS~~the OFCompany’s ~~WARRANTS~~ innovation and development strategy in the field of UAVs and drone technologies. The Company’s strong presence in Israel alongside its deep ties with leading academic institutions, researchers, and technology partners enables access to cutting-edge innovations, engineering talent, and dual-use technologies essential for defense and aerospace applications.

Warrants A
Dividend yield (%)	0	%
Risk-free interest rate (%)	3.75	%
Expected term (years)	4.36
Volatility	160.5	%
Share price (U.S. dollars)	0.044
Exercise price (U.S. dollars)	0.05
Fair value of the conversion feature (U.S. dollars in thousands)	134

The Company chose to anchor its UMS and drone and drone operations in Israel for the following strategic reasons:

Warrants B
Dividend yield (%)	0	%
Risk-free interest rate (%)	3.75	%
Expected term (years)	4.36
Volatility	160.5	%
Share price (U.S. dollars)	0.044
Exercise price (U.S. dollars)	0.05
Fair value of the conversion feature (U.S. dollars in thousands)	134

	●	The Company’s headquarters, executive leadership, and strategic partners are based in Israel, with longstanding operational experience and an extensive network of collaborations with universities, labs, startups, and defense-related entities.
	●	Israel recognizes the UAV and drone sector as a critical national priority, particularly in light of the ongoing war and evolving security threats. The government has identified the need for locally developed and manufactured unmanned systems as a strategic imperative — ensuring operational independence, rapid deployment, and reduced reliance on foreign supply chains.
	●	As part of this national strategy, there is an increasing emphasis on using Western-approved components to ensure compatibility with allied defense standards, support international cooperation, and eliminate dependency on non-compliant or restricted-origin technologies.
	●	Israel has an advanced regulatory and operational environment that supports the rapid development, testing, and deployment of unmanned systems, particularly those intended for defense and dual-use purposes.
	●	The Israeli government actively promotes industrial and defense innovation through grants for equipment, tax benefits, employment incentives, and dedicated programs for priority regions such as Yerucham, where the Company is establishing its innovation and production center.
	●	In alignment with this vision, the Company owns government-backed industrial land in Yerucham, southern Israel, on which it is building a dedicated Operational Innovation and Production Center for UMS and drone development, assembly, testing, and commercialization, designed to serve both domestic and international defense markets.

~~Since~~National ~~the~~Prioritization ~~original~~ and ~~new~~Yerucham ~~debt instruments are substantially different, the original debt was derecognized and the new debt was recorded at fair value, with the difference recognized~~ as ana ~~extinguishment~~Strategic ~~loss.~~Location

~~The~~SkyTech ~~extinguishment~~is ~~resulted~~building inits aUMS ~~loss~~& ofDrone ~~$266~~innovation ~~thousands,~~and ~~included~~production center on company-owned land in the ~~statements~~city of ~~operations~~Yerucham, a region officially designated by the Israeli government as ~~“Expenses~~a ~~related~~strategic tonational ~~convertible~~priority zone for the development of UAV and drone technologies. Yerucham is emerging ~~loan~~as ~~terms”~~a national hub for unmanned systems innovation, development, and defense solutions.

~~The~~This ~~components~~designation ofprovides ~~the~~operating ~~new~~companies ~~loan~~with ~~were~~extensive ~~valuated~~government-backed asbenefits, ~~follows~~including:

~~Conversion feature~~● Capital investment grants ● Tax incentives and employment support programs ● Streamlined infrastructure and permitting processes ● Access to government procurement channels and joint development programs

InGeographic ~~accordance~~and ~~with~~operational ~~ASC~~advantages ~~815-15-25~~of ~~the~~Yerucham ~~conversion~~include ~~feature~~low ~~was~~population ~~considered~~density, aopen ~~liability classified embedded derivative instrument~~airspace, and isproximity to be ~~recorded~~military ~~at its fair value separately from the convertible notes~~zones, ~~within~~making ~~non-current~~it ~~liabilities in the Company’s balance sheet.~~ideal ~~The~~for ~~conversion~~real-time ~~component~~testing, isproduction, ~~then~~and ~~remeasured~~training atfor ~~fair~~UAV ~~value at each reporting period with the resulting gains or losses shown in the statements of operations~~solution.

The fair value of the convertible component was estimated by third party appraiser as weighted average of the two possible scenarios of the total convertible notes amount conversion (20% probability for scenario 1 and 80% probability for scenario 2):

The scenario in which the convertible loan would be converted prior to its maturity (scenario 1) was estimated by the appraiser using the Black-Scholes option pricing model, to compute the fair value of the derivative and to market the fair value of the derivative at each balance sheet date. The following are the data and assumptions used as of issuance dates and as of the balance sheet date:

SCHEDULE OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS

	January 30, 2023
Dividend yield (%)		0	%
Risk-free interest rate (%)		4.56	%
Expected term (years)		1.33
Volatility		123.5	%
Share price (U.S. dollars)		0.044
Exercise price (U.S. dollars)		0.05

~~CITRINE~~Government ~~GLOBAL,~~Support ~~CORP.~~and National Strategy

~~NOTES~~The TOIsraeli ~~CONDENSED~~Ministry ~~CONSOLIDATED~~of ~~FINANCIAL~~Defense ~~STATEMENTS~~and ~~(unaudited)~~related agencies continue to invest heavily in innovation, allocating over $168 million to 86 Israeli startups in 2024 alone. That same year, Israeli defense exports reached a record $14.79 billion, with over 54% going to Europe, and nearly 57% of contracts valued above $100 million. These achievements occurred despite the ongoing security challenges, highlighting Israel’s global leadership in defense technologies.

~~NOTE~~Additionally, 5Israel’s –National ~~CONVERTIBLE~~Drone ~~NOTES~~Initiative (~~cont.~~INDI) has positioned the country at the forefront of UAV integration by establishing the world’s first municipal airspace management center for autonomous aircraft in shared civilian and military airspace.

The ~~scenario~~Israeli ingovernment ~~which~~officially recognizes the ~~Company~~UAV ~~would~~and ~~raise~~drone atsector ~~least~~as $5a ~~million~~“national ~~prior~~growth toengine”, ~~conversion~~driven ofby ~~the~~global ~~convertible~~demand, rising ~~loan~~geopolitical ~~(scenario~~complexity, 2)and ~~was estimated by~~ the ~~appraiser~~expansion atof nodual-use ~~fair~~technologies ~~value~~into ~~since~~both itmilitary ~~was~~and ~~estimated~~civilian ~~that~~markets. ~~along~~This ~~with~~recognition reflects ~~such~~Israel’s ~~raise~~commitment ~~the~~to ~~convertible~~maintaining ~~loans~~global ~~would~~leadership bein ~~converted~~UAV ~~at market price~~innovation.

~~The~~By ~~fair~~establishing ~~value~~its ofoperations ~~the~~in ~~convertible~~Yerucham, ~~component~~SkyTech ~~was~~is ~~estimated~~strategically byleveraging the ~~third-party~~unique ~~appraiser~~combination ~~after~~of ~~giving~~government ~~effect~~incentives, national defense priorities, geographic advantages, and access to ~~the~~talent ~~weighted~~and ~~average~~infrastructure of— positioning the ~~two~~ ~~possible~~Company ~~scenarios~~ as ofa ~~issuance~~leader ~~dates~~in ~~was~~both the $8Israeli ~~thousands~~and global UAV and drone markets.

~~Warrants~~Strategic Alignment: U.S.–Based Parent Company and Israel–Based Subsidiaries

~~The~~As ~~fair~~part ~~value~~ of ~~the~~its ~~warrants~~strategic asfocus ofon ~~January 30~~defense, ~~2023~~unmanned ~~was~~systems ~~estimated~~(UMS) atand ~~$268~~drone ~~thousands~~solutions, ~~using~~ the ~~Black-Scholes~~Company ~~option-pricing~~operates ~~model~~through ~~and~~a isdual-national corporate ~~presented~~structure, ~~within~~combining ~~the~~its ~~consolidated~~U.S.-based ~~statements~~parent ofentity, ~~changes~~SkyTech inOrion ~~shareholders~~Global ~~equity~~Corp., ~~(deficit)~~with its Israeli subsidiaries.

C. This Asintegrated offramework ~~September~~allows ~~30,~~Israeli ~~2023,~~technological ~~the~~innovation ~~fair~~to ~~value~~be ofdirectly ~~the~~connected ~~convertible~~with ~~component~~U.S.-based ~~was~~commercialization ~~estimated~~and bycompliance, creating ~~third~~a ~~party~~scalable ~~appraiser~~and asregulation-compliant ~~weighted~~structure ~~average~~for ofgrowth ~~the~~in ~~two possible scenarios of~~ the ~~total~~UMS ~~convertible notes amount conversion (20% probability for scenario 1~~ and ~~80%~~defense ~~probability for scenario 2):~~sectors.

~~The~~Role ~~scenario~~of inSkyTech ~~which~~Orion ~~the~~Global ~~convertible~~Corp. ~~loans would be converted prior to its maturity~~ (~~scenario 1~~U.S.) ~~was estimated by the appraiser using the Black~~-~~Scholes~~As ~~option pricing model, to compute~~ the ~~fair~~Company’s ~~value~~parent ofentity ~~the~~in ~~derivative and to market~~ the ~~fair~~United ~~value~~States, ofSkyTech ~~the~~Orion ~~derivative~~Global ~~at each balance sheet date~~Corp. ~~The following are the data and assumptions used as of the balance sheet date~~provides:

	September 30, 2023
Dividend yield		0	%
Risk-free interest rate		4.85	%
Expected term (years)		0.67
Volatility		143	%
Share price (U.S. dollars)		0.02
Exercise price (U.S. dollars)		0.05
Fair value of the conversion feature (U.S. dollars in thousands)		255
Weighted fair value based on scenario probability (U.S. dollars in thousands)		51

	●	Public corporate infrastructure for capital raising, M&A, and strategic partnerships;
	●	Direct access to U.S. and NATO-aligned defense markets;
	●	Local production, customization, and assembly of UMS and drone systems;
	●	Supply to international customers through FMS, G2G, and B2B channels;
	●	Warehousing, logistics, and export compliance in U.S. territory.
	●	Legal and operational framework for U.S.-compliant manufacturing and export;
	●	U.S.-Based Manufacturing and Operational Innovation Center -

~~The~~In ~~scenario~~alignment inwith ~~which~~U.S. ~~the~~policy ~~Company~~trends ~~would~~supporting ~~raise~~domestic atdefense ~~least~~manufacturing $5and ~~million~~secure ~~prior~~supply tochains, ~~conversion of~~ the ~~convertible~~Company ~~loan~~is ~~(scenario~~evaluating 2)the ~~was estimated~~establishment byof ~~the~~a ~~appraiser~~U.S.-based atOperational noInnovation ~~fair~~and ~~value~~Manufacturing ~~since~~Center. itThis ~~was~~initiative ~~estimated~~is ~~that~~designed ~~along with such raise the convertible loans would be converted at market price.~~to:

~~The fair~~● ~~value~~Build ofdomestic ~~the~~production ~~convertible~~capacity ~~component~~for ~~was~~UMS ~~estimated~~and bydrone ~~the~~platforms; ~~third-party~~● ~~appraiser~~Enable ~~after~~direct ~~giving~~sales ~~effect~~and tocontracting with the ~~weighted~~U.S. ~~average~~Department of Defense (DoD) and other defense agencies; ● Support distribution and deployment within the ~~two~~ ~~possible~~United ~~scenarios~~States asand ofallied ~~September~~markets; ~~30,~~● ~~2023~~Ensure ~~was~~participation ~~$51~~in ~~thousands~~defense procurement programs requiring “Made in USA” compliance; ● Strengthen transatlantic supply chain resilience by leveraging Israeli-developed technologies through the Company’s U.S.–Israel structure.

This dual-national structure enables the Company to integrate Israeli technological innovation with U.S.-based commercialization and defense infrastructure, creating a scalable and regulation-compliant framework that supports growth and sales in Israel, the United States, and worldwide across the UMS, drone, and broader defense sectors. It further provides direct access to defense procurement channels (DoD, FMS, G2G), eligibility for U.S. and Israeli government funding and innovation programs, participation in joint training and operational exercises, and resilient supply chains through the exclusive use of Western-approved components fully compliant with Israeli MOD, U.S. DoD, ITAR, and NDAA standards. The Company positions itself as a trusted and scalable defense partner, supporting growth and sales in Israel, the United States, and across allied global markets.

~~CITRINE~~Market ~~GLOBAL, CORP.~~Opportunity

~~NOTES~~UAVs TO& ~~CONDENSED~~Drones ~~CONSOLIDATED~~- ~~FINANCIAL~~the ~~STATEMENTS~~weapons ~~(unaudited)~~of future wars

~~NOTE~~UAVs 6and –drones ~~OTHER~~are ~~EVENTS~~transforming ~~DURING~~modern ~~THE~~and ~~PERIOD~~future warfare. Conflicts in Ukraine and Israel (e.g., the Iron Swords War), as well as proxy engagements with Iran, have exposed vulnerabilities in traditional defense paradigms and emphasized the strategic value of drones.

~~A. On March 6~~In Ukraine, ~~2023~~drones ~~Cannovation~~are ~~and~~responsible ~~S.R.~~for ~~Accord~~60–70% Ltd., an Israeli company (“Lender”), entered into an 18-month credit facility agreement (the “Credit Facility”) pursuant to which Lender has committed to fund Cannovation in an aggregate amount of ~~3,000,000~~battlefield ~~NIS~~damage ~~(approximately $857,000), as needed. At the time of each draw down, Cannovation~~ and ~~Lender~~most ~~will determine the maturity date of the loan~~casualties. ~~All~~This ~~amounts~~shift ~~drawn under the Credit Facility will bear interest a monthly rate of 1.7%. Cannovation~~ has ~~the~~created ~~right to pre-pay the entire amount outstanding under the Credit Facility at any time. As security for any loans under the Credit Facility, Cannovation granted the Lender~~ a ~~first~~“zone ~~priority lien on its rights to the 125,000 sq ft (11,687 sq meters)~~ of ~~industrial land in Yerucham (the “Premises~~continuous death”). ~~The~~up lien will become effective only if Cannovation utilizes the Credit Facility. If the market value of the Premises is less than the amount outstanding under the Credit Facility, then Lender will be entitled to ~~additional~~15 ~~security~~km ~~including~~from ~~additional shares of Citrine Global common stock, on such terms and conditions as~~ the ~~parties~~front ~~may agree~~lines. As additional security for any payments due to Lender, (i) the Israeli Subsidiary, (ii) Beezzhome and (iii) Netto Holdings, an unaffiliated entity under the partial control of Ilan Ben Ishay, a director on the board of Cannovation, as well as each of Ms. Elharar Soffer and Mr. Ben Ishay have, in their personal capacities, provided guarantees for the repayment of any amounts that may be owing to Lender under the Credit Facility. The Company, CTGL Citrine Global Israel Ltd. and Cannovation have agreed to indemnify Ms. Elharar Soffer and Mr. Ben Ishay for any losses they incur as a result of the guarantee.

OnMeanwhile, ~~March~~Iran 7,and ~~2023,~~its ~~the~~proxies ~~Company~~have ~~issued~~developed toadvanced ~~the~~drone ~~Lender~~capabilities ~~2,154,677~~and ~~shares~~supplied ofthem ~~the~~to ~~Company’s~~nations ~~common~~like ~~stock a commitment fee in respect of the provision of the Credit Facility~~Russia. ~~The~~Systems ~~Company~~such ~~determined~~as the ~~value of the shares issued at $82~~Homa,~~000~~ ~~based on the share price at the agreement~~Dideban, ~~date~~and ofShahin-1 ~~which~~are ~~$17,000~~now ~~were~~deployed ~~recorded~~across ~~as finance expenses and~~ the ~~remaining were recorded as pre-paid expenses~~region.

OnMarket March 18, 2023, the Company issued to a consultant 1,077,339 shares of the Company’s common stock in respect of the provision of the Credit Facility. The Company determined the value of the shares issued at $41,000 based on the share price at the agreement date of which $9,000 were recorded as finance expenses and the remaining were recorded as pre-paid expenses.Projections1:

On● ~~August~~Aerial 1,Systems: ~~2023,~~Expected ~~the~~to ~~board~~reach of$163.6B ~~directors~~by of2030 ~~Cannovation,~~(CAGR ~~the Company majority owned subsidiary, authorized a draw down under the previously disclosed credit facility with S~~14.R3%). ~~Accord Ltd. in the approximate amount of approximately $120,000 to be utilized for the company operations~~

As● ~~required~~Commercial ~~under~~Drones: ~~the credit facility, Cannovations’s shareholders gave guarantees and each of Ms~~$57.8B ~~Elharar~~by ~~Soffer,~~2030; ~~the Company’s CEO and a director, and Ilan Ben Ishay, a director of Cannovation, gave personal guarantees, for the drawdown. In addition,~~ Drones-as ~~required under the credit facility, Cannovation granted~~ -a-Service: ~~security interest on Cannnovation’s rights under the development agreement with the Israel Lands Authority with respect to Cannovations’s facility in Yerucahm, in Southern Israel~~$179. ~~As of the date of this report, the draw down request is being processed~~3B.

~~During~~Market ~~the period~~ of ~~nine~~Small ~~month~~Drones ~~ended September 30, 2023, Cannovation utilized $172,000 out of the credit line.~~

The war in Ukraine has dramatically accelerated the evolution of tactical small drones and loitering munitions into essential tools of modern warfare. Ukrainian forces have demonstrated the battlefield dominance of mass-produced tactical drones, capable of neutralizing enemy assets worth hundreds or thousands of times more than the cost of each drone. These affordable, scalable systems have become front-line force multipliers, reshaping the nature of asymmetric warfare.

Ukrainian industry is now producing hundreds of thousands of tactical drones annually, with current demand already surpassing one million units per year — underscoring the scale at which modern conflicts require drone-based combat capabilities.

Driven by these urgent operational lessons, the global market for tactical small drones and autonomous loitering systems is projected to grow from $6.4 billion in 2025 to $11.25 billion by 20302. Autonomous drones represent the fastest-growing segment due to their flexibility, speed to field, and battlefield effectiveness.

1 Grandview Research, Feb 2025, Drone Market To Reach $163.60 Billion By 2030 | Research and Markets, May 2025, Drones as a Service Market Forecast Report 2025-2030

2 Markets & Markets, April 2025, Small Drones Market Size 2025-2030

~~CITRINE GLOBAL,~~Regulatory ~~CORP.~~Environment –in the Defense UAV Sector

~~NOTES~~Due TOto ~~CONDENSED~~the ~~CONSOLIDATED~~outbreak ~~FINANCIAL~~of ~~STATEMENTS~~the ~~(unaudited)~~Gaza war and its material impact on the Israeli economy, the Company faced significant operational challenges, which resulted in delays to our planned U.S. launch of the wellness product line. As a result, the Company reassessed its strategic direction in response to market realities and national priorities.

~~NOTE~~In 6the –last ~~OTHER~~quarter ~~EVENTS~~of ~~DURING~~2024, ~~THE~~the ~~PERIOD~~Company began transitioning into the defense and aerospace sector, with a specific focus on the development and production of unmanned aerial vehicles (~~cont.~~UAVs), drones, and modular FPV systems.

B.This new Online ~~May~~of ~~25,~~activity ~~2023,~~operates ~~the~~under ~~Company issued~~ a ~~consultant~~distinct ~~9,000,000~~and ~~shares~~stringent ofregulatory ~~the~~framework. ~~Company’s~~In ~~common~~Israel, ~~stock~~the inproduction ~~respect~~and commercialization of UAV ~~IRPR~~and ~~services.~~drone ~~The~~systems—especially ~~Company~~for ~~determined~~military ~~the~~or ~~value~~security-related ofuse—require ~~the~~compliance ~~shares~~with regulations issued atby ~~$333,000~~the ~~based~~Ministry of onDefense (MOD), the ~~share~~Directorate ~~price~~of atSecurity for the ~~agreement~~Defense ~~date~~Establishment of(MALMAB), ~~which~~and, ~~$111~~where relevant,~~000~~ ~~were~~export ~~recorded~~control asregulations governed ~~marketing,~~by ~~general~~the ~~and~~Israeli ~~administrative~~Export ~~expenses~~Control ~~and~~Agency. ~~the~~Manufacturing ~~remaining~~processes ~~were~~may ~~recorded~~also asrequire ~~pre~~approvals or licenses related to dual-~~paid~~use ~~expenses~~technologies or restricted components.

~~NOTE~~In 7parallel, –the ~~RELATED~~Company ~~PARTIES~~is developing UAV platforms based solely on certified, Western-approved components, in accordance with applicable international and U.S. defense compliance protocols. This approach ensures compatibility with future expansion into U.S. and NATO markets and aligns with evolving Western regulations prohibiting the use of Chinese-origin components in sensitive defense systems.

A.The ~~Transactions~~Company is currently advancing the regulatory and ~~balances~~certification processes required to enter these markets and will continue to disclose its progress in regulatory compliance and operational readiness in future reports, in accordance with ~~related~~applicable ~~parties~~disclosure rules.

~~SCHEDULE~~Regulatory Compliance OFfor ~~TRANSACTION~~Cannovation ~~AND~~Center ~~BALANCE~~Israel ~~WITH~~Ltd. ~~RELATED~~(renamed ~~PARTIES~~SkyTech Orion Ltd. in May 2025)

	2023			2022			2023		2022
	Nine months ended September 30						Three months ended September 30
	2023			2022			2023		2022
	U.S. dollars (in thousands)
Research and development expenses:
Directors compensation and fees to officers		84			81			27		26
General and administrative expenses:
Directors compensation and fees to officers (*)		1,021			791			293		444
(*) Share based compensation		644			349			166		305
Financing expenses (income), net:
Related to convertible loan terms		(282	)		(575	)		75		(582	)

We acquired approximately 125,000 sq. ft. (11,687 sqm) of industrial land in the south of Israel, designated for the development of the Cannovation Israel Center. The planned 65,000 sq. ft. (~5,800 sqm) facility will include advanced manufacturing spaces, logistics and distribution areas, import/export infrastructure, office space, a training and conference center, and a visitor complex for international partners.

The development of the center is subject to a range of regulatory approvals and compliance processes, including but not limited to:

	●	Industrial zoning and building permits from the local planning and building committee;

	●	Environmental permits as required by the Israeli Ministry of Environmental Protection;

	●	Fire and safety compliance, including authorization from the National Fire and Rescue Authority;

	●	Occupational health and safety approvals;

	●	Import/export licensing from the Ministry of Economy and relevant customs authorities;

	●	Security and defense-related certifications, where applicable, especially if the site will support activities related to UAV or defense technologies;

The construction will be carried out by a professional real estate project management firm, and the Company is currently in the process of retaining regulatory consultants and engineering professionals with experience in industrial and defense-compliant infrastructure to oversee the permitting and compliance process.

We expect to complete the permitting phase in accordance with Israeli law and submit the final detailed engineering and construction plans for approval in line with the project timeline. The Company will continue to report on progress and compliance as part of its disclosure obligations.

Overview of the Company’s Past Operations – Wellness and Plant-Based Pharma

Until the last quarter of 2024, the Company was primarily engaged in the wellness and plant-based pharma solutions. The Company’s mission was to leverage the power of nature and scientific research to improve health, wellbeing, and quality of life.

The business activity was primarily composed of the development of science-backed plant-based products aimed at improving quality of life and offering complementary solutions to mitigate side effects associated with medicines, treatments, or unbalanced lifestyles. To support this mission, the Company developed an end-to-end strategy covering the full value chain from research and innovation, product development, infrastructure for manufacturing and production, to distribution, marketing, and sales with the goal of bringing innovative plant-based wellness and pharma products to global markets.

The Company developed a broad portfolio of products based on rigorously researched botanical ingredients, including herbal extracts, tinctures, medicinal mushrooms, vitamins, and minerals. In addition, the Company holds equity interests in iBOT Israel Botanicals Ltd. and MyPlant Bio Ltd., as well as ownership of proprietary formulations and product families in the wellness and plant-based health sector.

However, the outbreak of war in Israel, and its severe and prolonged impact on the Israeli economy particularly in international-facing consumer markets, prevented the Company from proceeding with its planned launch and international sales activities. As a result, the Company experienced material delays in wellness-related product development, fundraising, and marketing efforts, and was unable to fully execute its strategic plans.

While the Company is now primarily focused on defense technologies, the wellness-related assets remain under the Company’s ownership. These include its equity stakes in iBOT and MyPlant, proprietary formulations, and developed product lines. Management continues to assess how these assets can be realized or leveraged in the future in a manner consistent with the Company’s current strategic focus on defense.

Properties

The address of our primary executive office is 5 Rashi St. Yerucham, Israel 8050743. Our website address is www.citrine-global.com.

Through our subsidiary Cannovation Israel Center, in February of 2022, we completed the acquisition of 125,000 sq ft (11,687 sq meters), or approximately three acres, of industrial land in Yerucham, a city in southern Israel, to build the Green Vision Center Israel with Israeli government’s support. Under the Development Agreement entered into with the Israel Lands Authority (“ILA”), Cannovation Ltd. will build and develop the Green Vision Center in accordance with by the time frames, terms and conditions of the agreement. Typically, the initial time frame for completing the development is four (4) years, subject to extensions that the ILA may approve. Upon completion of the development within the time frames and other requirements specified in the Development Agreement, then Cannovation Ltd. will be entitled subject to Israeli law to long term lease agreement (49 years) to the land (equivalent to ownership rights as most of the land in Israel is government owned and when marketed usually the developers are granted with development/long lease rights). Our subsidiary, Cannovation Ltd., holds title to the land under the Development Agreement. As part of our strategic focus on the botanical wellness and pharma sector, we plan to establish an Operational Production and Innovation Center dedicated to the development, manufacturing, and commercialization of plant-based wellness and pharma products.

~~CITRINE~~Significant ~~GLOBAL, CORP.~~Events

~~NOTES~~On TOJanuary ~~CONDENSED~~7, ~~CONSOLIDATED~~2025, ~~FINANCIAL~~Deer ~~STATEMENTS~~Light Ltd signed an investment agreement with Citrine Global Corp. (~~unaudited~~the “Company”) (Renamed SkyTech Orion Global Corp. On June 2025) under which it committed to invest USD 138,000 in exchange for 13.7 million common shares and warrants to purchase an additional 13.7 million shares at an exercise price of $0.01 per share. The warrants are exercisable by December 31, 2025, or upon uplisting to a national stock exchange, whichever comes first. The investment is to be completed no later than March 15, 2025, and may be partially executed through direct supplier payments. As of March 2025, the investment has been fully completed.

~~NOTE~~On 7January –12, ~~RELATED~~2025, ~~PARTIES~~Cannovation Center Israel Ltd. (~~cont~~subsequently renamed SkyTech Orion Ltd.), the Israeli subsidiary of Citrine Global Corp. (Renamed SkyTech Orion Global Corp. On June 2025), 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 3.4 million). The grant, in the amount of NIS 12.5 million (approximately USD 3.4 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 grant was awarded as part of a national strategic program supporting the defense sector. The funds are designated for the establishment of the SkyTech Innovation and Production Center in the city of Yerucham, Israel, on land 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 of facilities on the 11.7-dunam (about 2.89 acres) plot. The Center 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. As noted,

B.On January 23, 2025, a shareholders’ ~~Balances~~meeting of Cannovation Center Ltd. was held with ~~related~~the ~~parties~~participation of all shareholders: CTGL Citrine Global Israel Ltd., holding 60% (a subsidiary of Citrine Global Corp., Beezhome Technologies Ltd. (owned by Ms. Ora Elharar Soffer, the Company’s CEO), holding 20%, and Golden Holdings Finance, holding 20%. All shareholders were given the opportunity to support the Company, 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 the Company’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 the Company’s 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, the Company executed the resolution. Pursuant to this resolution, new shares were allocated to CTGL Citrine Global Israel Ltd., increasing its holdings to 69.5%, and to Beezhome Technologies Ltd., increasing its holdings to 29.5%. As a result, the holdings of Golden Holdings Finance in Cannovation were diluted to approximately 1%.

	As of September 30,		As of December 31,
	2023		2022
Current Liabilities:
Short term loan		-		82
Accounts payable		180		120
Accrued compensation		1,749		1,384
Current Liabilities		1,926		1,586
Non-current Liabilities:
Convertible notes		2,020		1,814

On March 5, 2025, the Board approved a Directors & Officers (D&O) insurance policy with coverage of USD 3 million at an annual premium of USD 23,750.

C.On ~~Additional~~March ~~information:~~26, 2025, the Board approved to increase the share capital of Cannovation Center Israel Ltd. and CTGL Citrine Global Israel Ltd.

1. On January 17, 2023, the Board of Citrine Global, appointed Ms. Ora Elharar Soffer to serve as president of the Company. Ms. Elharar Soffer has been continuously serving as the Company’s Chief Executive Officer since May 7, 2020 and as a Company director since February 21, 2020 and as Chairperson of the Board since March 331, ~~2020. 2. On January 17~~2025, ~~2023,~~Cannovation ~~the~~Center ~~Board~~Israel ~~of Citrine Global, appointed Ms~~Ltd. ~~Ilanit~~increased ~~Halperin to serve as treasurer and secretary of~~ the ~~Company.~~credit ~~Ms.~~facility Halperin has been continuously serving as the Company’s Chief Financial Officer since May 7, 2020 and as a Company director since February 21, 2020. 3. On January 18, 2023, Mr. Ilan Ben Ishay resigned from his position as a director on the Board of the Company for personal reasons. Mr. Ben Ishay’s resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies and practices 4. On March 16, 2023, the consulting agreement originally entered into asin ofMarch ~~July~~2023 ~~2020~~ with MsS. ~~Elharar Soffer, the Company’s Chairperson, CEO and President, was amended~~R. ~~The~~Accord ~~amendment provides for the following: (i) the monthly consulting to which Ms~~Ltd. ~~Elharar Soffer is entitled will increase from $20,000~~ to ~~$25,000 plus VAT upon~~ a ~~listing~~total amount of ~~the~~NIS ~~Company’s stock on the Nasdaq Stock Market, retroactive to January~~ 1, ~~2023~~000,000 (~~ii)~~approximately ~~the terms contained in her original agreement and all other terms and awards previously approved by the Company’s board relating to her~~$280, including payment of her monthly fee and reimbursement of social benefits payments made by Mr Elharar Soffer, shall continue in full force and effect so long as Ms. Elharar Soffer serves as either director and /or executive officer, (iii000) ~~all previous awards and bonuses previously made to her were affirmed and (i) Ms~~. Elharar Soffer has agreed to defer compensation due to her until such time as the Company shall have consummated an investment of at least $1.8 million in the Company’s securities, at which time outstanding amounts due her under the agreement would be paid to her. The amendment also provides that the committee of the Board that will be responsible for setting the compensation terms of senior management shall prepare and present for approval a compensation program for the Consultant that takes into consideration Ms. Elharar Soffer’s role in founding and leading the Company and that such compensation package shall be competitive with compensation programs for top senior executives/founders generally available in the market and which will include, among other things, appropriate bonuses, severance payments and other amenities generally made available in the market to senior executive and that Ms. Elharar Soffer shall receive the most extensive of such compensation terms amongst senior management.

In accordance with the framework agreement with S.R. Accord, the facility was supported by formal signatures from the following entities: Citrine Global Corp. (Renamed SkyTech Orion Global Corp. On June 2025), CTGL Citrine Global Israel Ltd., Cannovation Center Israel Ltd. (now SkyTech Orion Ltd.), and Beezhome Technologies Ltd., a private company wholly owned by Ms. Ora Elharar Soffer.

In addition, personal guarantees were provided by Ms. Ora Elharar Soffer and Mr. 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 187,000) was issued by Bank Mizrahi. The guarantee is backed by an unlimited personal guarantee from Ms. Ora Elharar Soffer and a limited personal guarantee from Mr. Meir Aharon, who, through his consulting and construction company, has been engaged to build the SkyTech Center in Yerucham.

On April 8, 2025, a contract was signed with M. Aharon Construction & Projects Ltd. for the construction of the concrete skeleton of the SkyTech Center in Yeruham. The agreement includes exclusivity subject to conditions, with price adjustments permitted in exceptional circumstances such as significant material cost increases or delays in permitting. Mr. 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, Cannovation, and CTGL.

On May 13, 2025, the Israeli subsidiary Cannovation Center Israel Ltd. changed its name to SkyTech Orion Ltd.

~~CITRINE~~On June 19, 2025, the Board of Directors of SkyTech Orion Ltd., through ~~GLOBAL~~its subsidiary CTGL Citrine Global Israel Ltd. (holding 69.5% of the shares in SkyTech Orion Ltd., ~~CORP~~wholly owned by Citrine Global Corp. Renamed SkyTech Orion Global Corp. On June 2025),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 the Company by providing services, personal guarantees and financial resources BeezzHome Technologies Ltd. (holding 29.5% of the shares of SkyTech Orion Israel Ltd., and wholly owned by Ms. Ora Elharar Soffer) shall be granted Anti-Dilution Protection with respect to its holdings in SkyTech Orion Ltd.

~~NOTES~~On June 26, 2025, Citrine Global TOCorp. ~~CONDENSED~~changed ~~CONSOLIDATED~~its ~~FINANCIAL~~name ~~STATEMENTS~~to ~~(unaudited)~~SkyTech Orion Global Corp. in Delaware, reflecting its strategic focus on UAV and drone solutions.

NOTE 7 – RELATED PARTIES (cont.)

C. Additional information (cont.)

5. On March 16, 2023, the consulting agreement originally entered into as of July 2020 with Ilanit Halperin, the Company’s CFO, was amended. The amendment provides for the following: (i) the monthly consulting to which Ms Ilanit Halperin, is entitled will increase from $7,000 to $10,000 plus VAT upon a listing of the Company’s stock on the Nasdaq Stock Market, retroactive to January 1, 2023, (ii) the terms contained in her original agreement and all other terms and awards previously approved by the Company’s board relating to her, including payment of her monthly fee and reimbursement of social benefits payments made by M.s Halperin, shall continue in full force and effect so long as Ms. Halperin serves as either director and /or executive officer, (iii) all previous awards and bonuses previously made to her were affirmed and (i) Ms. Halperin has agreed to defer compensation due to her until such time as the Company shall have consummated an investment of at least $1.8 million in the Company’s securities, at which time outstanding amounts due her under the agreement would be paid to her. In addition, the Company undertakes that the committee of the Board that will be responsible for setting the compensation terms of senior management shall prepare and present for approval a compensation program for Ms. Halperin that shall be competitive with compensation programs for senior executives generally available in the market and which will include, among other things, appropriate bonuses, severance payments and other amenities generally made available in the market to senior executives.

NOTE 8 – SUBSEQUENT EVENTS

(i) On November 2, 2023, the Board of Directors the Company determined to seek an agreement with iBOT pursuant to which the Company, would purchase, on an initial basis, a19% equity stake in iBOT with an option to increase the Company’s equity holdings to 51%, on terms and conditions acceptable to the Company and iBOT. It was determined that the offered purchase price would be based on the discounted pre-company valuation of iBOT prepared by an independent third party valuator commissioned by the Company of $10,000,000. It was also determined by the Board that consideration for the initial 19% equity stake would be by way of a share exchange with iBOT and the balance of the consideration wo70,uld be by way of combination of shares and cash as agreed to by the Company and iBOT. It was also agreed that all Company share issuance to iBOT would be calculated a per share price of $0.027, representing then the highest closing price of the Company’s common stock during the preceding 30 day period.

On November 19, 2023, the Company entered into a binding Letter of Intent (LOI) with iBOT pursuant to which, would purchase, on an initial basis, a19% equity stake in iBOT with an option to increase the Company’s equity holdings to 51%, upon the execution of definitive agreements, initially a 19% equity stake in iBOT in consideration of which the Company will issue to iBOT 70,370,370 shares of the Company’s common stock and iBOT will issue such number of iBOT ordinary shares as shall represent 19% of iBOT’s outstanding equity (following such issuance), on a fully diluted basis., Under the LOI, the Company was also granted an option, exercisable through June 30, 2024 and extendable, at the Company’s option, for an additional six months, to increase the Company’s shareholdings in iBOT to a total of 51% of iBOT’s equity, on a fully diluted basis. The consideration for the increased equity position would be paid by a combination of shares and cash, as agreed by the Company and iBOT, provided that such consideration shall include a cash component that will be sufficient to cover iBOT’s operating budget for a 24 month period. iBOT is authorized to determine whether the Company’s exercise of the option, if any, will be through the issuance by iBOT of new shares to the Company or through the purchase by the Company of the requisite number of shares from existing iBOT shareholders.

(ii) On November 19, 2023, the holders of the convertible loans issued under the Loan Agreement which is comprised of Citrine SAL High Tech 7 LP, Citrine SAL Biotech 8 LP, and Citrine SAL Biotech 9 LP (collectively, the “LPs”) entered into a binding LOI pursuant to which the LPs agreed to extend the maturity date of the convertible loans from May 2024 to December 31, 2024 in consideration of Citrine’s undertaking to adjust the terms of the notes consistent with the terms of a subsequent financing that Citrine entered into in March 2023 with the adjusted terms being on terms mutually agreed to by the Company and iBOT. The adjusted terms and conditions relating to the Note shall be memorialized in a written instrument which may include terms and conditions as Citrine Global and the LPs shall agree to.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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, 2022 as filed with the Securities and Exchange Commission, or the SEC, on March 22, 2023. 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 wellness & plant-based pharma solutions company with a vision of becoming a leading company in these fields and improve people’s health and quality of life worldwide.

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 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.

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

We have built an end-to-end strategy to bring to market on a global scale innovative wellness and plant-based pharma solutions covering the whole spectrum from innovation, research and development, product development, production and manufacturing, distribution, marketing and sales.

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

Our business activity is primarily composed of developing wellness and plant-based 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.

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

Leveraging technology and research, we are focused on developing a 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 are not limited to, enhancing oral care, anti-inflammatory properties, relaxation, sleep enhancement, energizing, mood and body balancing, alleviating side effects, and more.

We have more than 100 plant-based formulations and product lines under the brands GreenFeels™ targeting the nutritional supplements market that is expected to reach $625 billion by 20304.

Acquisition of iBOT Israel Botanicals Ltd.

On November 19, 2023, we signed a binding Letter of Intent (LOI) with iBOT Israel Botanicals Ltd. to purchase up to 51% equity interest on a fully diluted basis in iBOT Israel Botanicals Ltd. (iBOT) by initially acquiring 19% and an option to obtain an additional 32% of the equity of iBOT.

iBOT is a revenue-generating nutritional supplements’ company offering products with attractive gross margins in high growth categories. The company is an innovative botanical developer of natural formulations and owns a GMP-certified manufacturing site approved by the Israeli Ministry of Health and the IP and manufacturing know-how of hundreds of nutritional supplements including probiotics, medicinal mushrooms, zinc, magnesium, spirulina, ginkgo biloba, algae, valerian, ashwagandha, and additional plants that contain substances with health-supportive effects. iBOT products arrive in multiple form factors: syrups, tinctures, oils, tablets, powders, capsules, and sachets.

Currently, iBOT generates revenue through a business-to-business (B2B) model, supplying private labels to marketing companies that sell them under their own label in Israel. The company’s growth strategy includes selling products worldwide to major retailers and direct sales of business-to-customer (B2C) online via e-commerce platforms and through retailers and distributors.

Citrine Global acquisition of iBOT is in line with the company’s strategy and an opportunity to accelerate growth through acquisitions of revenue-generating companies and high-growth potential and generating revenue by expanding sales via distribution through a worldwide network of local teams and partners.

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

Acquisition of MyPlant Bio Ltd.

We purchased a 10% equity interest (on a fully diluted basis) in MyPlant Bio Ltd and Citrine Global has an option to purchase an additional 45% of MyPlant equity by December 31, 2023.

MyPlant Bio Ltd, specializes in botanical drug development and owns certain know-how and intellectual property rights that include a developed platform and cell-disease models to screen plant extracts to understand their biological effect, and has 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. MyPlant was founded by Cannasoul Analytics, a leading botanical research and development company and Prof. Dedi Meiri from the Faculty of Biology at the Israeli Institute of Technology (Technion) and a member of the Technion Integrated Cancer Center. Citrine Global’s acquisition of MyPlant is in line with the Citrine Global’s strategy to be a leader in wellness and plant-based pharma solutions.

We view the acquisition of MyPlant as an opportunity to advance our wellness products with MyPlant’s scientific research as to the effects of specific plant substances and compounds on different wellness and medical conditions.

As the worldwide use of botanical nutritional supplements and botanical drugs continues to grow, the need for scientific evaluation of the safety and efficacy of these products is becoming ever greater. We are targeting and positioning our product lines for the nutritional supplements market that is expected to reach $625 billion by 20305.

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

Our strategy is to add value to our product lines and position our company with a competitive edge in the wellness, nutritional supplements and plant-based pharma markets.

We are basing our efforts on technologies to create research and innovation, 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.

Revenue & Growth Strategy

We plan to expand our distribution efforts in the wellness industry and build a worldwide network of local teams and partners, as well as doing mergers & acquisitions of health and wellness companies that already have sales and distribution infrastructures. Initially, we are planning to build an infrastructure for sales and business development with local teams in North America and Europe.

Citrine Global acquisition of iBOT is in line with the company’s strategy and an opportunity to accelerate growth through acquisitions of Revenue-Generating companies with fast-growing potential and leveraging the company’s sales in brand building in digital marketing, partnerships with retail and distributions in health and wellness industry.

Our target Market potential

The wellness market is booming, with health-conscious consumers spending more on natural products ranging from nutraceuticals, natural superfoods, natural beverages, natural cosmetics, and plant-derived drugs.

● The nutritional supplements market was $314 billion in 2020 and is expected to reach $624.7 billion by 20306. ● The superfoods market was $172 billion in 2020 and is expected to reach $287.7 billion by 20277. ● The botanical and plant-derived drug market was $26 billion in 2018 and is expected to reach $53 billion by 20268. ● The natural cosmetics market was $15 billion in 2021 and is expected to reach $21.5 billion by 20289.

Our mission is to leverage the power of plant-based solutions from nature to help improve people’s health and quality of life.

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

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

7 Research, I., 2022. Global Superfoods Market Size is Projected to Reach US$ 287.75 Billion by 2027 | [online] GlobeNewswire Newsroom

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

9 Vantage Market Research, Vegan Cosmetics Market to Hit USD 21.5 Billion by 2028 | GlobeNewswire Newsroom [online]

Our IP Strategy and R&D Roadmap include:

● Developing wellness product portfolio across the range from scientific and research-based plants, such as herbal extracts, medicinal mushrooms, and other natural ingredients. ● Expanding our current product lines and registering the products for worldwide regulatory approvals. ● Developing complementary products for balancing selected side effects caused by medicines, treatments, aging, stress, or an unbalanced lifestyle. ● Researching and developing pharma solutions with the mission of developing plant-based medicines and botanical drugs. ● Building our patent portfolio, conducting clinical trials, and advancing our products through innovation and technology. ● We filed provisional patent applications in the field of Balancing Side Effects in the United States Patent and Trademark Office (USPTO): Patent Application No. 63/418,046, and Patent Application No. 63/388,361 for compositions and methods for balancing side effects associated with the use of medicines, treatments, aging and unbalanced or unhealthy lifestyle and balancing side effects related to symptoms in the oral cavity.

About Side Effects Caused by Using Medicines, Treatments or an Unbalanced Lifestyle

Side effects are unexpected reactions which may result from using medicines, treatments and an unbalanced lifestyle. There are 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 treatments10.

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 effects11.

Treatment of side-effects, or adverse drug reactions, has become a healthcare concern12. The new market of Pharmacovigilance, also known as drug safety – the pharmaceutical science relating to the collection, detection, assessment, monitoring, and prevention of adverse effects with pharmaceutical products – is developing and expected to reach $12.48 Billion in 2027. Driving this are increasing public awareness and demand for safer medications and increasing government initiatives to promote drug safety around the globe13.

We believe that natural plant-based products show great promise in improving quality of life and can be used as complementary products to balance side effects. Antibiotics and probiotics are an excellent use case. Antibiotics are important for treating bacterial infections; however, they can sometimes cause side effects such as diarrhea, liver disease and changes to the gut microbiota. Using probiotics during and after a treatment with antibiotics can help reduce the risk of diarrhea and restore the gut microbiota to a healthy state14.

10 U.S. Food and Drug Administration. 2022. Learning about Side Effects

11 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

12 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

13 Pharmacovigilance Market Size to Reach 12.48 billion in 2027 [online]

14 Healthline. 2022. What You Should Eat During and After Antibiotics. [online]

Addressing a significant market need, we included in our strategy the development of plant based complementary solutions through wellness as well as clinically developing plant-based pharmaceutical products to address the need to balance selected effects and support people who experience side effects from using medicines, cannabis, and various treatments.

Green Vision Center Production and Innovation Center for Wellness & Plant-based Pharma Products

Green Vision Center is part of our strategy to create end-to-end 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.

Green Vision Center Israel

In February of 2022, we completed the acquisition from the Israel Lands Authority (ILA) of 125,000 square feet (approximately 11,687 square meters) or approximately three acres of industrial land in Yerucham, a city in southern Israel, to build Green Vision Center Israel. Approximately 90% of the acquisition cost was provided by Israeli government programs that encourage industrial development and includes additional grants and tax incentives.

The center is planned to be constructed by a professional project construction company and sub-contractors that will oversee all aspects of the building including interfacing and obtaining all facilities and products relevant licenses and regulatory approvals, the requisite building permits and other required authorizations.

Israel as a Source of Innovation

Our presence in Israel combined with our close contacts with leading universities, researchers and companies empowers us to access the latest technologies, talent, and innovations and bring them to the global market.

We chose to focus on Israel for the following reasons:

● Israel is well positioned as a leader in technology with a critical mass of technology companies, researchers, and scientists15. ● Our headquarters, our executives and strategic partners are based in Israel, where we have been operating for years and have a strong network with Israeli companies, universities, labs, entrepreneurs, and businesses. ● Israel is considered a pharma powerhouse and a world leader in clinical trials due to its advanced regulatory environment and local experience16. ● The Israeli government views and supports technological innovation a major growth engine for the Israeli economy and supports it. The government support includes grants for the purchase of equipment, tax incentives, incentives for employing workers, and other benefits as part of a program of the Israeli government to encourages industrial development and benefits for the city of Yerucham. ● We acquired land in the south of Israel, backed by government support, to build the Green Vision Center, a first-of-its-kind production and innovation center for plant-based wellness & pharma products.

15 PwC-Startup Nation Central Report Explores Israel’s Multinational Innovation Ecosystem

16 Portfolio of Israeli companies Life science and Clean-tech sectors

Significant Events During the Period

(i) On September 28, 2023, MyPlant and Citrine agreed to extend the duration of option granted by MyPlant to Citrine to increase Citrine’s equity stake in MyPlant to 55% of MyPlant’s equity (on a fully diluted basis) to December 31, 2023. Citrine’s option was originally scheduled to expire on September 30, 2023.

(ii) On November 2, 2023, our Board of Directors determined to seek an agreement with iBOT pursuant to which the Company, would purchase, on an initial basis, a19% equity stake in iBOT with an option to increase the Company’s equity holdings to 51%, on terms and conditions acceptable to the Company and iBOT. It was determined that the offered purchase price would be based on the discounted pre-company valuation of iBOT prepared by an independent third party valuator commissioned by the Company of $10,000,000. It was also determined by the Board that consideration for the initial 19% equity stake would be by way of a share exchange with iBOT and the balance of the consideration would be by way of combination of shares and cash as agreed to by the Company and iBOT. It was also agreed that all Company share issuance to iBOT would be calculated a per share price of $0.027, representing then the highest closing price of the Company’s common stock during the preceding 30 day period.

On November 19, 2023, we entered into a binding Letter of Intent (LOI) with iBOT pursuant to which, upon the execution of definitive agreements, the Company will purchase, initially a 19% equity stake in iBOT in consideration of whichwe will issue to iBOT 70,370,370 shares of the Company’s common stock and iBOT will issue such number of iBOT ordinary shares as shall represent 19% of iBOT’s outstanding equity (following such issuance), on a fully diluted basis. Under the LOI, the Company was also granted an option, exercisable through June 30, 2024 and extendable, at the Company’s option, for an additional six months, to increase the Company’s shareholdings in iBOT to a total of 51% of iBOT’s equity, on a fully diluted basis. The consideration for the increased equity position would be paid by a combination of shares and cash, as agreed by the Company and iBOT, provided that such consideration shall include a cash component that will be sufficient to cover iBOT’s operating budget for a 24 month period. iBOT is authorized to determine whether the Company’s exercise of the option, if any, will be through the issuance by iBOT of new shares to the Company or through the purchase by the Company of the requisite number of shares from existing iBOT shareholders.

(iii) On November 19, 2023, the holders of the convertible loans issued under the Loan that includes Citrine SAL High Tech 7 LP, Citrine SAL Biotech 8 LP, and Citrine SAL Biotech 9 LP (collectively, the “LPs”) entered into a binding ?? LOI pursuant to which the LPs agreed to extend the maturity date of the convertible loans from May 2024 to December 31, 2024 in consideration of Citrine’s undertaking to adjust the terms of the notes consistent with the terms of a subsequent financing that Citrine entered into in March 2023. The adjusted terms and conditions relating to the Note shall be memorialized in a written instrument which may include terms and conditions as Citrine Global and the LPs shall agree to.

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~~June 30, ~~2023~~2025.

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 for the next several years for research and development as we continue to develop products and innovative solutions. We are unable, with any certainty, to estimate either the costs or the timelines in which those expenses will be incurred. Our current development plans focus on the development of plant-based solutions ~~including GreenFeels™ and Green Side by Side Products lines~~.

Our research and development costs include costs are composed of:

● internal recurring costs, such as personnel-related and consultants 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 and related testing and activities.

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~~six Months Ended ~~September~~June 30, ~~2023~~2025 compared to the ~~Three~~six Months Ended ~~September~~June 30, ~~2022~~2024

The following table presents our results of operations for the ~~three~~six months ended ~~September~~June 30, ~~2023~~2025 and ~~2022~~2024

	Three Months Ended
	Six Months Ended
	September 30
	June 30
	2023			2022
	2025			2024
	US Dollars
Revenues		-			-
Cost of sales		-			-
Gross revenue		-			-
Operating loss		-			-
Research and development expenses		(2763,000	)		~~(27,000~~-	)
Marketing, general and administrative expenses		(~~497~~392,000	)		(~~565~~667,000	)
Operating loss		(~~524~~455,000	)		(~~592~~667,000	)
Income (expenses) related to convertible loan terms		~~75,000~~-			(~~582~~34,000	)
Other financing expenses, net		328,000			(2,000	)
Fair value measurement of the IBOT options and impairment of Nanomedic investment		(432,000	)		(747,000	)
Financing income (expenses), net		403,000			(584,000	)
Other financing expenses, net		(55,000	)		(54,000	)
Net loss		(~~121~~942,000	)		(1,~~176~~502,000	)

31Revenues. We had no revenues in the three months ended June 30, 2025 and 2024.

~~Revenues.~~Research Weand ~~had~~Development. noResearch ~~revenues~~and indevelopment expenses for the ~~three~~six months ended ~~September~~June 30, ~~2023~~2025 ~~and~~were ~~2022~~$63,000 compared to $0 for the six months ended June 30, 2024. The increase is primarily attributable to professional expenses incurred in the operation of the business.

~~Research~~Marketing, general and ~~Development~~Administrative Expenses. ~~Research~~Marketing, general and ~~development~~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 for the ~~three~~six months ended ~~September~~June 30, ~~2023~~2025 ~~and~~were of$392,000 ~~2022~~compared ~~were~~to $27667,000 for the six months ended June 30, 2024. The decrease in our marketing, general and administrative expenses is primarily attributable to the increase in our non-cash share-based compensation expenses.

~~Marketing,~~Financing ~~general and Administrative~~ Expenses~~. Marketing~~, ~~general~~Net. ~~and~~Financing ~~administrative expenses consist primarily of professional services~~income, ~~share-based~~ ~~compensation~~net ~~expenses and other non-personnel related expenses such as legal expenses. Marketing, general and administrative expenses~~ for the ~~three~~six months ended ~~September~~June 30, ~~2023~~2025 were $~~497~~55,000 compared to financing expenses, net $~~565~~54,000 for the ~~three~~six months ended ~~September~~June 30, ~~2022~~2024. The decrease in our marketing, general and administrative expenses is primarily attributable to the decrease in our non-cash share-based compensation expenses somewhat offset by an increase in professional expenses.

~~Financing~~Net ~~Expenses,~~Loss. Net. ~~Financing~~loss ~~income, net~~ for the ~~three~~six months ended ~~September~~June 30, ~~2023~~2025 ~~were~~was $~~423~~942,000 ~~compared~~and ~~to financing expenses, net of $584,000 for the three months ended September 30, 2022. The decrease in financial expense~~ is ~~primarily~~ attributable to ~~decrease in finance expenses related to our convertible loans as well as finance income related to~~ the ~~fair~~reasons ~~value of the options to purchase MyPlant shares as~~ discussed ~~in note 4 of the financial statements~~above.

Net Loss. Net loss for the three months ended September 30, 2023 was $121,000 and is attributable to the reasons discussed above.

Comparison of the Nine Months Ended September 30, 2023 compared to the Nine Months Ended September 30, 2022

The following table presents our results of operations for the nine months ended September 30, 2023 and 2022

	Nine Months Ended
	September 30
	2023			2022
	US Dollars
Revenues		-			-
Cost of sales		-			-
Gross revenue		-			-
Research and development expenses		(84,000	)		(83,000	)
Marketing, general and administrative expenses		(1,521,000	)		(1,234,000	)
Operating loss		(1,605,000	)		(1,317,000	)
Income (expenses) related to convertible loan terms		(282,000	)		(575,000	)
Other financing expenses, net		238,000			(19,000	)
Financing income (expenses), net		(44,000	)		(594,000	)
Net loss		(1,649,000	)		(1,911,000	)

Revenues. We had no revenues in the nine months ended September 30, 2023 and 2022.

Research and Development. Research and development expenses for the nine months ended September 30, 2023 were $84,000 compared to $83,000 for the nine months ended September 30, 2022.

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 for the nine months ended September 30, 2023 were $1,521,000 compared to $1,234,000 for the nine months ended September 30, 2022. The increase in our marketing, general and administrative expenses is primarily attributable to the increase in professional services as well as in our non-cash share-based compensation expenses.

Financing Expenses, Net. Financing expenses, net for the nine months ended September 30, 2023 were $44,000 compared to financing expenses, net of $594,000 for the nine months ended September 30, 2022. The decrease in financial expense is primarily attributable to decrease in finance expenses related to our convertible loans as well as finance income related to the fair value of the options to purchase MyPlant shares as discussed in note 4 of the financial statements.

Net Loss. Net loss for the nine months ended September 30, 2023 was $1,649,000 and is attributable to the reasons discussed above.

Financial Condition, Liquidity and Capital Resources

At ~~September~~June 30, ~~2023~~2025, we had current assets of $~~400~~141,000 compared to total current assets of $~~185~~140,000 as of December 31, ~~2022~~2024. ~~The increase is mainly attributed to the increase in other prepaid expenses.~~

At ~~September~~June 30, ~~2023~~2025, we had a cash balance of $588,000 compared to the cash balance of $771,000 as of December 31, ~~2022~~2024.

At ~~September~~June 30, ~~2023~~2025, we had a working capital deficiency of $23,~~008~~882,000 as compared with a working capital deficiency of $13,~~620~~464,000 at ~~December~~ December 31, ~~2022~~2024.

The following table provides a summary of operating, investing, and financing cash flows for the ~~nine~~six months ended ~~September~~June 30June 30, ~~2023 and~~2025 ~~2022~~and 2024, respectively (in US Dollars):

	Nine Months Ended
	Six Months Ended
	September 30, 2023			September 30 2022
	June 30 2025			June 30, 2024
Net cash used in operating activities		(~~148~~116,000	)		(~~442~~30,000	)
Net cash used in investment activities		-			(4	)
Net cash provided by investment activities		-			-
Net cash provided by Financing Activities		~~130~~123,000			~~360~~26,000

On March 6, 2023 our majority owned subsidiary, Cannovation and S.R. Accord Ltd., an Israeli company (“Lender”), entered into an 18-month credit facility agreement (the “Credit Facility”) pursuant to which Lender has committed to fund Cannovation in an aggregate amount of 3,000,000 NIS (approximately $857,000) as needed. At the time of each draw down, Cannovation and Lender will determine the repayment of the loan. All amounts drawn under the Credit Facility will bear interest at a monthly rate of 1.7% and will be due by no later than September 2024. Cannovation has the right to pre-pay the entire amount outstanding under the Credit Facility at any time. As security for any loans under the Credit Facility, Cannovation granted Lender a first priority lien on its rights to the 125,000 sq ft (11,687 sqm) of industrial land in Yerucham, a city in southern Israel which Cannovation acquired in February of 2022 (the “Premises”) to build the Green Vision Center Israel with the support of the government of Israel. The lien will become effective only if Cannovation utilizes the Credit Facility. If the market value of the Premises is less than the amount outstanding under the Credit Facility, then Lender will be entitled to additional security on such terms and conditions as the parties may agree.25

~~On August~~As ~~1, 2023, the board~~ of ~~directors~~September ~~of Cannovation~~2024, the Company renewed ~~majority~~its ~~owned~~short ~~subsidiary,~~term ~~authorized~~loan ~~a draw down under the previously disclosed credit facility~~ with S.R. Accord Ltd. in the ~~approximate~~ amount of approximately ~~$120~~NIS 660,000 to(approximately ~~be utilized for the company operations~~$176,000). As ~~required~~part ~~under~~of the renewal, ~~credit~~Mr. ~~facility,~~Lior ~~Cannovations’s~~Asher ~~shareholders~~signed ~~gave~~as ~~guarantees~~a ~~and~~personal ~~each~~guarantor, ofjoining Ms. Ora Elharar Soffer as guarantor. In addition, the Company’s, its Israeli ~~CEO~~subsidiary CTGL – Citrine Global Israel Ltd., and Beezhome Technologies Ltd., a ~~director~~private company wholly owned by Ms. Ora Elharar Soffer, signed the agreement. While Netto Holdings Ltd. and Mr. Ilan Ben Ishay, ahad ~~director~~originally ofundertaken ~~Cannovation,~~to ~~gave~~provide personal guarantees, they ~~for~~had ~~the~~not ~~drawdown.~~executed Insuch ~~addition,~~guarantees as ~~required~~ of that date. All collateral under the ~~credit~~Credit ~~facility,~~Facility ~~Cannovation~~remained ~~granted~~in place, including a ~~security~~first-priority lien ~~interest~~over onthe ~~Cannnovation~~Company’s rights ~~under~~and the ~~development~~125,000 ~~agreement~~sq. ~~with~~ft. (11,687 sq. meters) industrial parcel in Yerucham, Israel, as well as additional collateral intended to secure repayment of the ~~Israel~~loan ~~Lands~~and ~~Authority~~to cover any damage, debt, or obligation arising from the Credit Facility. The Company, together with ~~respect~~CTGL – Citrine Global Israel Ltd. and Cannovation Center Israel Ltd. (now SkyTech Orion Ltd.), undertook to ~~land~~fully inindemnify ~~Yerucahm~~both Ms. Elharar Soffer and Mr. Lior Asher for any liability, indamage, ~~Southern~~or ~~Israel~~loss that may result from their personal guarantees. On AsMarch of31, 2025, the ~~date~~total amount of ~~this~~the ~~report~~short term loan was increased to NIS 1,000,000 ~~the~~(approximately ~~draw~~$280,000), ~~down~~with ~~request~~all guarantees isand ~~being~~collateral ~~processed~~remaining in place.

33On August 2025, SR Accord extended the credit facility agreement with Cannovation Center Israel Ltd. (renamed SkyTech Orion Ltd.) until March 31, 2027. The facility is supported by guarantees of CTGL Citrine Global Israel Ltd. and Citrine Global Corp., as well as personal guarantees signed by Ora Elharar-Soffer, the Company’s CEO, and Lior Asher, a director of SkyTech Orion Ltd. With respect to the personal guarantees of Ora Elharar-Soffer and Lior Asher, Cannovation Center Israel Ltd.( SkyTech Orion Ltd ) CTGL Citrine Global Israel Ltd., and Citrine Global Corp. have confirmed, in line with prior Board resolutions, their undertaking to provide indemnification and comprehensive protections to the guarantors.

On January 29, 2023, the holders of the convertible loans issued under the Convertible Loan Agreement agreed to extend to May 31, 2024 the maturity date thereof of such loans and further agreed that upon a public offering of our securities, our management is authorized to effect in connection with a listing of the Company’s stock on a U.S. National Securities Exchange, at our sole discretion, a conversion into shares of our common stock of all or part of such outstanding loans at a rate equal to the public offering price of the common stock under any such offering

On November 19, 2023, the holders of the convertible loans issued under the Loan Agreement which is comprised of Citrine High Tech 7 LP, Citrine 8 LP, and Citrine 9 LP (collectively, the “LPs”) entered into a binding LOI pursuant to which the LPs agreed to extend the maturity date of the convertible loans from May 2024 to December 31, 2024 in consideration of Citrine’s undertaking to adjust the terms of the notes consistent with the terms of a subsequent financing that Citrine entered into in March 2023. The adjusted terms and conditions relating to the Note shall be memorialized in a written instrument which may include terms and conditions as Citrine Global and the LPs shall agree to.

Based on the Company’s current cash balances and the access to the Credit Facility described above, 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.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and the Company’s principal financial officer to allow for timely decisions regarding required disclosure. In designing and evaluating the Company’s disclosure controls and procedures, the Company’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. The Company’s management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on the Company’s evaluation of the effectiveness of its disclosure controls and procedures as of ~~September~~June 30, ~~2023~~2025, the Company’s principal executive officer and the Company’s principal financial officer concluded that the Company’s disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting

During the three months ended ~~September~~June 30, ~~2023~~2024, there were no changes in the Company’s internal control over financial reporting that ~~have~~ have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

3426

PART II—OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

~~Currently the~~As ~~Company is not involved in any legal proceedings. However, from time to time we may become involved in various legal proceedings that arise in the ordinary course~~ of ~~business, including actions related to our intellectual property. Although~~ the ~~outcomes~~date of ~~these legal~~this ~~proceedings cannot be predicted with certainty~~filing, the weCompany ~~are~~is ~~currently~~ not aware of any ~~such~~ legal proceedings ~~that~~involving ~~arise in~~ the ~~ordinary course~~company ofand/or ~~business,~~its ~~including~~subsidiaries. ~~actions~~An ~~related~~issue toinvolving ~~our~~a ~~intellectual~~former ~~property. Although the outcomes~~ consultant of ~~these~~our ~~legal~~partially-owned ~~proceedings~~subsidiary, ~~cannot~~Cannovation ~~be predicted~~Center ~~with~~Israel ~~certainty~~Ltd., werelating ~~are~~to ~~currently~~management ~~not~~fees ~~aware~~and ofcompensation ~~any~~for ~~such~~the ~~legal~~notice ~~proceedings or claims that we believe~~period, ~~either individually or~~ inhas ~~the~~been ~~aggregate,~~fully ~~will~~resolved ~~have~~through a ~~material~~binding ~~adverse~~Settlement ~~effect on our business, financial condition, or results of operations~~Agreement.

ITEM 1A.

RISK FACTORS

An investment in the Company’s Common Stock involves a number of very significant risks. You should carefully consider the risk factors included in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, ~~2022~~2024, as filed with the SEC on ~~March~~August 2231, ~~2023~~2025, in addition to other information contained in our reports and in this quarterly report in evaluating the Company and its business before purchasing shares of our Common Stock. There have been no material changes to our risk factors contained in our Annual Report on Form 10-K for the year ended December 31, ~~2022~~2024.

Risks Relating to Our Israel Operations

Our company is headquartered in Israel and, therefore, our results may be adversely affected by economic restrictions imposed on, and political and current military events.

The company’s executive management and subsidiaries are based in Israel, where a significant portion of its strategic, development, and operational activities take place.

On October 7, 2023, a large-scale war broke out between Israel and Hamas following a surprise terrorist attack on southern Israel. This marked the beginning of a period of heightened geopolitical and economic instability in the region. As of the time of this filing, the situation remains volatile, with increasing uncertainty regarding the duration, scope, and broader implications of the conflict. Although the full impact of the war is not yet fully known, we recognize the potential for significant long-term consequences for business activities in or related to Israel, including potential disruptions to supply chains, operational continuity, or access to resources. The Company is closely monitoring the evolving regional situation.

ITEM 2.

UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY DISCLOSURES

None.

ITEM 5.

OTHER INFORMATION

None

ITEM 6.

EXHIBITS

Exhibit Index:

31.1*		Certification of Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

31.2		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

32.1*		Certification of Chief Executive Officer (Principal Executive Officer), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith

3527

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CITRINE GLOBAL, CORP

(Registrant)

By:	/s/ Ora Elharar Soffer	By:	/s/ Ilanit Halperin
	Ora Elharar Soffer		Ilanit Halperin
	Chief Executive Officer		Chief Financial Officer
	(Principal Executive Officer)		(Principal Financial and Accounting Officer)
Date:	~~November~~September 203, ~~2023~~2025	Date:	~~November~~September 203, ~~2023~~2025

3628

Filing Compare · CITRINE GLOBAL, CORP.