INFORMATION
STATEMENT
OF
CITRINE
GLOBAL, CORP.
2
Jabotinsky St., Amot Atrium Tower
Ramat
Gan, Israel, 5250501
Tel:
+ (972) 73 7600341
To
Our Stockholders:
This
Notice and the accompanying Information Statement are being furnished to the holders (“Stockholders”) of shares
of common stock, par value $0.0001 of Citrine Global, Corp. (the “Common Stock”), a Delaware corporation (the
“Corporation”), in connection with an action taken by the holders of a majority of the issued and outstanding
Common Stock (the “Majority Consenting Stockholders”), which action was approved by written consent on November
22, 2020 (the “Stockholder Consent”), to: approve an amendment of the Corporation’s First Amended and
Restated Certificate of Incorporation in order to:
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(1)
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effect
a reverse stock split of the Corporation’s Common Stock at a ratio of between 40-to-1
and 100-to-1, as shall be determined by the Corporation’s board of directors (the
“Stock Split”); and
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(2)
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eliminate
the Corporation’s entire authorized class of fifty million (50,000,000) undesignated
preferred stock, par value $0.0001 per share (the “Undesignated Preferred Stock”),
none of which are issued or outstanding, thereby reducing the total number of shares
of capital stock that the Corporation may issue from one billion five hundred fifty thousand
(1,550,000,000) shares to one billion five hundred thousand (1,500,000,000) shares, all
of which are designated as Common Stock (the “Amendment to Authorized Capital
Stock”).
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The
implementation of the Stock Split and the Amendment to Authorized Capital Stock shall be taken at such future date as determined
by the board of directors of the Corporation (the “Board”), as evidenced by the filing of the certificates
of amendment with the Secretary of State of the State of Delaware, but in no event earlier than the 20th day after this Information
Statement is mailed or furnished to the Stockholders of record as of November 23, 2020. Because the Stock Split the Amendment
to Authorized Capital have been approved by the holders of the required majority of the voting power of our voting stock, no proxies
were or are being solicited. We anticipate that the Stock Split will become effective within the next 12 calendar months and the
Amendment to Authorized Capital Stock will become effective on or about December [__], 2020, at such time as a Certificate of
Amendment to our First Amended and Restated Certificate of Incorporation is filed with the Secretary of State of Delaware.
This
Information Statement is being sent to you for information purposes only and you are not required to take any action. Please read
the attached Information Statement carefully. It describes the essential terms of the Stock Split and the actions to be taken
with respect thereto. Additional information about the Corporation is contained in its reports filed with or furnished to the
Securities and Exchange Commission (the “SEC”). The Corporation’s reports filed with the SEC, their accompanying
exhibits and other documents filed with the SEC may be obtained on the SEC’s website at www.sec.gov.
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND THE CORPORATION A PROXY.
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By:
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Order
of the Board of Directors,
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By:
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/s/
Ora Elharar Soffer
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Ora
Elharar Soffer
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Chairperson
of the Board and CEO
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Tel
Aviv, Israel
November
25, 2020
CITRINE
GLOBAL, CORP.
2
Jabotinsky St., Amot Atrium Tower
Ramat
Gan, Israel, 5250501
Tel:
+ (972) 73 7600341
Information
Statement Pursuant to Section 14C of the Securities Exchange Act of 1934
This
Information Statement is being filed with the SEC on December , 2020, in connection with the Stockholder Consent, dated November
22, 2020 (i) to approve the amendment of the Corporation’s First Amended and Restated Certificate of Incorporation in order
to (i) effect a reverse stock split of the Corporation’s Common Stock at a ratio of between 40-to-1 and 100-to-1, as shall
be determined by the Board; and (ii) eliminate the Corporation’s entire authorized class of fifty million (50,000,000) Undesignated
Preferred Stock, thereby reducing the total number of shares of capital stock that the Corporation may issue from one billion
five hundred fifty thousand (1,550,000,000) shares to one billion five hundred thousand (1,500,000,000) shares, all of which are
designated as Common Stock.
A
copy of the Certificate of Amendment to the Certificate of Incorporation effecting the Reverse Stock Split is attached as Exhibit
A to this Information Statement (the “Reverse Stock Split Certificate of Amendment”). A copy of the Certificate
of Amendment to the Certificate of Incorporation effecting the Amendment to Authorized Capital Stock is attached as Exhibit
B to this Information Statement (the “Authorized Capital Stock Certificate of Amendment”).
Pursuant
to Rule 14c-2(b) promulgated by the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”), the
actions approved by the Majority Consenting Stockholders cannot become effective until twenty (20) days from the date of mailing
of the Definitive Information Statement to our Stockholders.
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 (the “Reverse Stock
Split Effective Date”). New Common Stock certificates will not be issued at the Reverse Stock Split Effective Date.
The Corporation’s Common Stock are subject to quotation on the OTC Markets, Pink Open Market, under the symbol “CTGL”.
The
Authorized Capital Stock Certificate of Amendment will be effective upon the filing with the Secretary of the State of Delaware
(the “Authorized Capital Stock Effective Date”).
DISSENTERS’
RIGHT OF APPRAISAL
The
Delaware General Corporation Law does not provide dissenters’ rights of appraisal to our Stockholders in connection with
any matter described in this Information Statement.
RECORD
DATE AND VOTING SECURITIES
As
of November 23, 2020 (the “Record Date”), there were 942,568,006 shares of our Common Stock issued and outstanding
and there were no shares of Undesignated Preferred Stock outstanding.
EXPENSES
We
will bear the expenses relating to this Information Statement, including expenses in connection with preparing and mailing this
Information Statement and any documents that now accompany or may in the future supplement it. We contemplate that brokerage houses,
custodians, nominees, and fiduciaries will forward this information statement to the beneficial owners of our Common Stock held
of record by these persons, and we will reimburse them for their reasonable expenses incurred in this process.
THIS
IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED
HEREIN. THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING YOU OF THE MATTER DESCRIBED HEREIN.
ACTIONS
TAKEN BY THE BOARD OF DIRECTORS AND MAJORITY CONSENTING STOCKHOLDERS
ACTION
I
AMENDMENT
TO THE CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT
On
November 22, 2020, the Majority Consenting Stockholders approved the Stockholder Consent, approving the Reverse Stock Split Certificate
of Amendment in order to effect a reverse stock split of the Corporation’s Common Stock pursuant to a range of between 40-to-1
and 100-to-1 (the “Reverse Stock Split”).
Pursuant
to the Reverse Stock Split, each five or seven shares of Common Stock, as shall be determined by the Board, 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 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
foregoing description of the Reverse Stock Split Certificate of Amendment is qualified in its entirety by reference thereto, which
is attached as Exhibit A to this Information Statement.
Background
and Reasons for the Reverse Stock Split
Reducing
the number of outstanding shares of our Common Stock through the Reverse Stock Split is intended, absent other factors, to increase
the per share market price of our Common Stock in order to attract new investors and may assist us in obtaining a future listing
on a national securities exchange. However, other factors, such as our financial results, market conditions and the market perception
of our business may adversely affect the market price of our Common Stock. As a result, we cannot assure you that the Reverse
Stock Split, if completed, will result in the intended benefits described above, that the market price of our Common Stock will
increase following the Reverse Stock Split or that the market price of our Common Stock will not decrease in the future. Additionally,
we cannot assure you that the market price per share of our Common Stock after a Reverse Stock Split will increase in proportion
to the reduction in the number of shares of our Common Stock outstanding before the Reverse Stock Split. Accordingly, the total
market capitalization of our Common Stock after the Reverse Stock Split may be lower than the total market capitalization before
the Reverse Stock Split.
Determination
of Reverse Stock Split Ratio
The
Board of Directors believes that stockholder approval of an amendment that would allow the Board to determine the exact reverse
stock split ratio within a specified range of 40-to-1 and 100-to-1 (rather than stockholder approval of a fixed reverse stock
split ratio) provides the flexibility to achieve the desired results of the reverse stock split. In determining the range of reverse
stock split ratios to be submitted for stockholder approval, the Board considered numerous factors, including:
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the
projected impact of the reverse stock split ratio on the trading liquidity in our Common Stock and the Corporation’s
ability to pursue an initial listing of our Common Stock on a national securities exchange;
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the
potential devaluation of the Corporation’s market capitalization as a result of a reverse stock split;
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the
historical and projected performance of our Common Stock and volume level before and after the reverse stock split;
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prevailing
market conditions;
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general
economic and other related conditions prevailing in the Corporation’s industry and in the marketplace generally;
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the
Corporation’s capitalization (including the number of shares of our Common Stock issued and outstanding); and
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the
prevailing trading prices for our Common Stock and its trading volume.
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The
Board will consider the conditions, information and circumstances existing at the time when it determines whether to implement
a Reverse Stock Split and, if it decides to implement a Reverse Stock Split, the precise reverse stock split ratio.
Principal
Effects of the Reverse Stock Split
If
the Board implements the Reverse Stock Split, we will amend our First Amended and Restated Certificate of Incorporation by filing
the Reverse Stock Split Certificate of Amendment with the Secretary of State of Delaware as set forth on Exhibit A to this Information
Statement.
The
Reverse Stock Split will be effected simultaneously for all issued and outstanding shares of Common Stock. The Reverse Stock Split
will affect all of our common Stockholders uniformly and will not affect any stockholder’s percentage ownership interests
in the Corporation, except to the extent that the Reverse Stock Split results in any of our Stockholders owning a fractional share.
After the Reverse Stock Split, the shares of our Common Stock will have the same proportional voting rights and rights to dividends
and distributions and will be identical in all other respects to our Common Stock now authorized. The Reverse Stock Split will
not affect the Corporation continuing to be subject to the periodic reporting requirements of the Exchange Act.
The
Reverse Stock Split may result in some Stockholders owning “odd-lots” of less than 100 shares of our Common Stock.
Brokerage commissions and other costs of transactions in odd-lots are generally higher than the costs of transactions in “round-lots”
of even multiples of 100 shares.
An
additional principal effect of the Reverse Stock Split would be to decrease the number of outstanding shares of our Common Stock.
Except for de minimus adjustments that may result from the treatment of fractional shares as described below, the Reverse Stock
Split will not have any dilutive effect on our Stockholders since each stockholder would hold the same percentage of our Common
Stock outstanding immediately following the Reverse Stock Split as such stockholder held immediately prior to the Reverse Stock
Split. The relative voting and other rights that accompany the shares of Common Stock would not be affected by the Reverse Stock
Split. The table below sets forth, for informational purposes only, the number of shares of our Common Stock outstanding before
and after a Reverse Stock Split assuming a 40-to-1, 60-to-1, 80-to-1 and 100-to-1 ratio based on 942,568,006 shares of Common
Stock outstanding as of the Record Date.
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Prior to the
Reverse Split
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Assuming a 40-to-1
Reverse Split (1)
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Assuming a 60-to-1
Reverse Split (1)
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Assuming a 80-to-1
Reverse Split (1)
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Assuming
a 100-to-1
Reverse Split (1)
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Aggregate Number of Shares of Common Stock
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942,568,006
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23,564,200
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15,709,466
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11,782,100
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9,425,680
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(1)
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Numbers
are approximate and do not take into account rounding for fractional shares.
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Although
the Reverse Stock Split will not have any dilutive effect on our Stockholders, the proportion of shares owned by our Stockholders
relative to the number of shares authorized for issuance will decrease because the Reverse Stock Split does not change the current
authorized number of shares of Common Stock. The remaining authorized shares may be used for various purposes, including, without
limitation, raising capital, providing equity incentives to employees, officers or directors, effecting stock dividends, establishing
strategic relationships with other companies and expanding our business through the acquisition of other businesses or products.
We do not currently have any plans, proposals or arrangements to issue any of the newly available authorized shares that result
from the Reverse Stock Split for any purposes.
Anti-Takeover
Effects of the Reverse Stock Split
The
overall effect of the reverse stock split may be to render more difficult the consummation of mergers with the Corporation or
the assumption of control by a principal stockholder, and thus make it more difficult to remove management.
A
possible effect of the Reverse Stock Split is to discourage a merger, tender offer or proxy contest, or the assumption of control
by a holder of a large block of the Corporation’s voting securities and the removal of incumbent management. Our management
could use the additional shares of Common Stock available for issuance to resist or frustrate a third-party take-over effort favored
by a majority of the independent Stockholders that would provide an above market premium by issuing additional shares of Common
Stock.
The
Reverse Stock Split is not the result of management’s knowledge of an effort to accumulate the Corporation’s securities
or to obtain control of the Corporation by means of a merger, tender offer, solicitation or otherwise. Nor is the Reverse Stock
Split a plan by management to adopt a series of amendments to the Corporation’s charter or by-laws to institute an anti-takeover
provision. The Corporation does not have any plans or proposals to adopt other provisions or enter into other arrangements that
may have material anti-takeover consequences. As discussed above, the reasons for the Reverse Stock Split are to increase the
stock price of our Common Stock and to increase the number of shares of Common Stock that the Corporation is able to issue in
order to attract potential investors and conduct equity financings.
Fairness
of the Process
The
Board of the Corporation did not obtain a report, opinion, or appraisal from an appraiser or financial advisor with respect to
the Reverse Stock Split and no representative or advisor was retained on behalf of the unaffiliated Stockholders to review or
negotiate the transaction. The Board concluded that the additional expense of these independent appraisal procedures was unreasonable
in relation to the Corporation’s available cash resources and concluded that the Board could adequately establish the fairness
of the Reverse Stock Split without the engagement of third parties.
Street
Name Holders of Common Stock
The
Corporation intends for the Reverse Stock Split to treat Stockholders holding Common Stock in street name through a nominee (such
as a bank or broker) in the same manner as Stockholders whose shares are registered in their names. Nominees will be instructed
to effect the Reverse Stock Split for their beneficial holders. However, nominees may have different procedures. Accordingly,
Stockholders holding Common Stock in street name should contact their nominees.
Stock
Certificates
Mandatory
surrender of certificates is not required by our Stockholders. The Corporation’s transfer agent will adjust the record books
of the Corporation to reflect the Reverse Stock Split as of the Reverse Stock Split Effective Date. New certificates will not
be mailed to Stockholders.
Reverse
Stock Split Effective Date
The
Corporation will need to file the Reverse Stock Split Certificate of Amendment to the First Amended and Restated Certificate of
Incorporation with the Delaware Secretary of State in order for the Reverse Stock Split Certificate of Amendment to become effective.
Under federal securities rules and regulations, we may not file the Reverse Stock Split Certificate of Amendment until at least
20 days after the mailing of this Information Statement to our Stockholders. The Corporation intends to file the Reverse Stock
Split Certificate of Amendment as soon as practicable following the expiration of such 20 day period and following the receipt
of approval from FINRA, however, our Board reserves the right not to proceed with the amendment at any time before the filing
of the Reverse Stock Split Certificate of Amendment.
ACTION
II
AMENDMENT
TO THE CERTIFICATE OF INCORPORATION TO AMEND THE CORPORATION’S AUTHORIZED CAPITAL STOCK
On
November 22, 2020, the Majority Consenting Stockholders approved the Stockholder Consent, approving the Authorized Capital Stock
Certificate of Amendment in order to eliminate the Corporation’s entire authorized class of Undesignated Preferred Stock,
thereby reducing the total number of shares of capital stock that the Corporation may issue.
Description
of the Authorized Capital Stock Certificate of Amendment
The
Authorized Capital Stock Certificate of Amendment eliminates our entire authorized class of fifty million (50,000,000) Undesignated
Preferred Stock, none of which are issued or outstanding, thereby reducing the total number of shares of capital stock that the
Corporation may issue from one billion five hundred fifty thousand (1,550,000,000) shares to one billion five hundred thousand
(1,500,000,000) shares, all of which are designated as Common Stock.
Effect
of the Authorized Capital Stock Certificate of Amendment
The
elimination of our authorized class of Undesignated Preferred Stock and the decrease in the authorized shares of our capital stock
will not have any immediate effect on the rights of our existing stockholders. In addition, we believe that our business, operations
and goals will not be impeded by the elimination of our authorized class of preferred stock or the decrease in the authorized
shares of our capital stock.
Amendment
to Authorized Capital Stock Effective Date
The
Corporation will need to file the Authorized Capital Stock Certificate of Amendment to the certificate of incorporation with the
Delaware Secretary of State in order for the Authorized Capital Stock Certificate of Amendment to become effective. Under federal
securities rules and regulations, we may not file the Authorized Capital Stock Certificate of Amendment until at least 20 days
after the mailing of this Information Statement to our Stockholders. The Authorized Capital Stock Certificate of Amendment shall
be filed as soon as practicable following such 20-day period. However, our Board reserves the right not to proceed with the amendment
at any time before the filing of the Authorized Capital Stock Certificate of Amendment.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The
following table lists the number of shares of Common Stock of our Corporation as of the Record Date that are beneficially owned
as of November 23, 2020, by (i) each person or entity known to our Corporation to be the beneficial owner of more than 5% of the
outstanding Common Stock; (ii) each officer and director of our Corporation; and (iii) all officers and directors as a group.
Information relating to beneficial ownership of Common Stock by our principal stockholders and management is based upon information
furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission.
Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which
includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct
the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right
to acquire beneficial ownership within sixty (60) days. Under the rules of the SEC, more than one person may be deemed to be a
beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he/she
may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.
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Name of Beneficial Owner
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Common Stock
Beneficially
Owned (1)
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Percentage of
Common Stock
Owned (1)
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Principal Stockholders
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Ora Elharar Soffer (2)
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427,033,045
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45.31
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%
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Yaron Pitaru (3)
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183,726,546
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19.49
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%
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Edan Moshe Katz (4)
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87,783,913
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9.31
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%
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Ilan Ben-Ishay (5)
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80,331,896
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8.52
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%
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Executive Officers and Directors
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Ora Elharar Soffer
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427,033,045
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45.31
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%
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Ilan Ben-Ishay
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80,331,896
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8.52
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%
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Ilanit Halperin
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1,411,104
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0.15
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%
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Doron Birger
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0
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0
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%
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Officers and Directors as a Group (4 persons)
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508,776,045
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53.98
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%
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(1)
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Applicable
percentage ownership is based on 942,568,006 shares of Common Stock outstanding as of the Record Date. Beneficial ownership
is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of Common Stock that are currently exercisable or exercisable within 60 days as of
the Record Date are deemed to be beneficially owned by the person holding such securities for the purpose of computing ownership
of such person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
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(2)
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Includes
159,925,134 shares of common stock owned directly by Ora Elharar Soffer, 65,851,526 shares of common stock owned through Beezz
Home Technologies Ltd which is 100% owned by Ora Elharar Soffer, and 201,256,385 shares of common stock owned through Citrine
S A L Investment & Holdings Ltd, which is 50% owned by Beezz Home Technologies Ltd.
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(3)
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Includes
59,579,952 shares of common stock owned directly by Yaron Pitaru, 23,518,402 shares of common stock owned through WealthStone
Private Equity Ltd, which is 100% owned by WealthStone Holdings Ltd, which is 50% owned by Yaron Pitaru, and 100,628,192 shares
of common stock owned through Citrine S A L Investment & Holdings Ltd, which is 50% owned by WealthStone Private Equity Ltd.
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(4)
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Includes
42,992,368 shares of common stock owned directly by Edan Moshe Katz, about 8,485,335 shares of common stock owned through
WealthStone Private Equity Ltd, which is 100% owned by WealthStone Holdings Ltd, which is 50% owned by Golden Holdings Neto
Ltd, which is 36.07956% owned by Edan Moshe Katz, and about 36,306,209 shares of common stock owned through Citrine S A L
Investment & Holdings Ltd, which is 50% owned by WealthStone Private Equity Ltd.
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(5)
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Includes
20,910,608 shares of common stock owned directly by Ilan Ben-Ishay, about 7,765,011 shares of common stock owned through WealthStone
Private Equity Ltd, which is 100% owned by WealthStone Holdings Ltd, which is 50% owned by Golden Holdings Neto Ltd, which is
33.01675% owned by Ilan Ben-Ishay, and about 33,224,158 shares of common stock owned through Citrine S A L Investment & Holdings
Ltd, which is 50% owned by WealthStone Private Equity Ltd.
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ADDITIONAL
INFORMATION
The
Corporation is subject to the filing requirements of the Exchange Act, and in accordance therewith files reports, proxy/information
statements and other information including annual and quarterly reports on Form 10-K and 10-Q (the “Exchange Act Filings”)
with the SEC. Reports and other information filed by the Corporation can be inspected and copied at the public reference facilities
maintained at the Commission at 100 F Street, NE Washington, D.C, 20549. Copies of such material can be obtained upon written
request addressed to the Commission, Public Reference Section, 100 F Street, NE Washington, D.C 20549, at prescribed rates. The
Commission maintains a web site on the Internet (http://www.sec.gov) that contains reports, proxy and information statements
and other information regarding issuers that file electronically with the Commission through the Electronic Data Gathering, Analysis
and Retrieval System (“EDGAR”).
We
will provide without charge an information statement upon written or oral request of such person by first class mail or other
equally prompt means within one business day of receipt of such request, a copy of any and all of the information that has been
incorporated by reference in this proxy statement (not including exhibits to the information that is incorporated by reference
unless such exhibits are specifically incorporated by reference into the information that the proxy statement incorporates). Such
requests should be directed to the address and phone number indicated below. This includes information contained in documents
filed subsequent to the date on which definitive copies of the proxy statement are sent or given to security holders, up to the
date of responding to the request.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
If
hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to Stockholders
who share a single address unless we received contrary instructions from any stockholder at that address. This practice, known
as “householding,” is designed to reduce our printing and postage costs. However, the Corporation will deliver promptly
upon written or oral request a separate copy of the Information Statement to a Stockholder at a shared address to which a single
copy of the Information Statement was delivered. You may make such a written or oral request by sending a written notification
stating (i) your name, (ii) your shared address and (iii) the address to which the Corporation should direct the additional copy
of the Information Statement, to the Corporation at Citrine Global, Corp., 2 Jabotinsky St., Amot Atrium Tower, Ramat Gan, Israel,
5250501.
If
multiple Stockholders sharing an address have received one copy of this Information Statement or any other corporate mailing and
would prefer the Corporation to mail each Stockholder a separate copy of future mailings, you may mail notification to, or call
the Corporation at, its principal executive offices. Additionally, if current stockholders with a shared address received multiple
copies of this Information Statement or other corporate mailings and would prefer the Corporation to mail one copy of future mailings
to Stockholders at the shared address, notification of such request may also be made by mail or telephone to the Corporation’s
principal executive offices.
This
Information Statement is provided to the holders of Common Stock of the Corporation only for informational purposes in connection
with the Stockholder actions by written consent described herein, pursuant to and in accordance with Rule 14c-2 under the Exchange
Act. Please carefully read this Information Statement.
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Order of the Board of Directors,
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By:
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/s/
Ora Elharar Soffer
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Ora
Elharar Soffer
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Chairperson
of the Board and CEO
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Tel
Aviv, Israel
November
25, 2020
EXHIBIT
A
CERTIFICATE
OF AMENDMENT
TO
CERTIFICATE
OF INCORPORATION
OF
CITRINE GLOBAL, CORP.
The
undersigned, for the purposes of amending the Certificate of Incorporation, as amended, of Citrine Global, Corp. (the “Corporation”),
a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”),
does hereby certify that:
FIRST:
The Board of Directors of the Corporation (the “Board”) duly adopted, in accordance with Section 141(f) of
the DCGL by unanimous written consent of the Board on November 12, 2020, a resolution proposing and declaring advisable the following
amendment to restate Article IV of the First Amended and Restated Certificate of Incorporation of said Corporation:
“Reverse
Stock Split. Without any other action on the part of the Corporation or any other person, effective upon filing of this Certificate
of Amendment with the Secretary of the State of Delaware (the “Effective Time”), each share of the Common
Stock issued and outstanding immediately prior to the Effective Time (collectively, the “Pre-Split Common Stock”)
shall automatically and without any action on the part of the holder thereof be reclassified such that each ___ (__) shares of
Common Stock shall become one (1) share of the Common Stock (such reduction and resulting combination of shares is designated
at the “Reverse Stock Split”). The par value of the Common Stock following the Reverse Stock Split shall
remain $0.0001 per share. Each holder of a certificate or certificates of Pre-Split Common Stock shall be entitled to receive
a number of shares equal to the number of shares represented by such certificate or certificates of such holder’s Pre-Split
Common Stock divided by ____ (__) and then rounded up to the nearest whole number. No fractional shares will be issued in connection
with the following Reverse Stock Split.
The
total number of shares of capital stock which the Corporation shall have authority to issue is one billion five hundred fifty
million (1,550,000,000), of which (i) one billion five hundred million (1,500,000,000) shares shall be a class designated as common
stock, par value $0.0001 per share (the “Common Stock”), and (ii) fifty million (50,000,000) shares shall be a class
designated as undesignated preferred stock, par value $0.0001 per share (the “Undesignated Preferred Stock”).
Except
as otherwise provided in any certificate of designations of any series of Undesignated Preferred Stock, the number of authorized
shares of the class of Common Stock or Undesignated Preferred Stock may from time to time be increased or decreased (but not below
the number of shares of such class outstanding) by the affirmative vote of the holders of a majority in voting power of the outstanding
shares of capital stock of the Corporation irrespective of the provisions of Section 242(b)(2) of the DGCL.
The
powers, preferences and rights of, and the qualifications, limitations and restrictions upon, each class or series of stock shall
be determined in accordance with, or as set forth below in this Article IV.”
SECOND:
The holders of a majority of the issued and outstanding voting stock of the Corporation have approved the amendment to Article
IV by majority written consent in accordance with Section 228 of the DGCL.
THIRD:
The aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the DGCL.
FOURTH:
The aforesaid amendment shall be effective as of __:00 __.M. Eastern Time on ____________ __, 202_.
IN
WITNESS WHEREOF, the Corporation has caused this Amendment to the Certificate of Incorporation of the Corporation to be duly executed
by the undersigned this __ day of ______________ 202_.
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CITRINE
GLOBAL, CORP.
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By:
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Name:
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Ora
Elharar Soffer
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Title:
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Chairperson
of the Board and CEO
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EXHIBIT
B
CERTIFICATE
OF AMENDMENT
TO
FIRST
AMENDED AND RESTATED
CERTIFICATE
OF INCORPORATION
OF
CITRINE GLOBAL, CORP.
The
undersigned, for the purposes of amending the Certificate of Incorporation, as amended, of Citrine Global, Corp. (the “Corporation”),
a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”),
does hereby certify that:
FIRST:
The Board of Directors of the Corporation (the “Board”) duly adopted, in accordance with Section 141(f) of
the DCGL by unanimous written consent of the Board on November 12, 2020, a resolution proposing and declaring advisable the following
amendment to restate Article IV of the First Amended and Restated Certificate of Incorporation of said Corporation:
ARTICLE
IV
CAPITAL
STOCK
The
total number of shares of capital stock which the Corporation shall have authority to issue is one billion five hundred (1,500,000,000),
of which all shares shall be a class designated as common stock, par value $0.0001 per share (the “Common Stock”).
Except
as otherwise provided, the number of authorized shares of the class of Common Stock may from time to time be increased or decreased
(but not below the number of shares of such class outstanding) by the affirmative vote of the holders of a majority in voting
power of the outstanding shares of capital stock of the Corporation irrespective of the provisions of Section 242(b)(2) of the
DGCL.
The
powers, preferences and rights of, and the qualifications, limitations and restrictions upon, each class or series of stock shall
be determined in accordance with, or as set forth below in this Article IV.
COMMON
STOCK
Except
as provided by law or in this Certificate:
(a)
the holders of the Common Stock shall have the exclusive right to vote for the election of directors of the Corporation (the “Directors”)
and on all other matters requiring stockholder action, each outstanding share entitling the holder thereof to one vote on each
matter properly submitted to the stockholders of the Corporation for their vote;
(b)
dividends may be declared and paid or set apart for payment upon the Common Stock out of any assets or funds of the Corporation
legally available for the payment of dividends, but only when and as declared by the Corporation’s board of directors (“Board
of Directors”) or any authorized committee thereof; and
(c)
upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the net assets of the Corporation
shall be distributed pro rata to the holders of the Common Stock.”
SECOND:
The holders of a majority of the issued and outstanding voting stock of the Corporation have approved the amendment to Article
IV by majority written consent in accordance with Section 228 of the DGCL.
THIRD:
The aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the DGCL.
IN
WITNESS WHEREOF, the Corporation has caused this Amendment to the Certificate of Incorporation of the Corporation to be duly executed
by the undersigned this __ day of ____________ 2020.
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CITRINE GLOBAL, CORP.
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By:
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Name:
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Ora
Elharar Soffer
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Title:
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Chairperson
of the Board and CEO
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