| Item
1.01 |
Entry
into a Material Definitive Agreement. |
On
December 30, 2022, Citrine Global, Corp., a Delaware corporation ( “Citrine Global”), MyPlant Bio Ltd., a company incorporated
under the laws of the State of Israel (“MyPlant”), Cannasoul Analytics Ltd., a company incorporated under the laws of Israel
(“Cannasoul”), and PurPlant Inc., a company duly incorporated under the laws of Canada (“PurPlant”) (Cannasoul
and PurPlant are collectively referred to as the “Shareholders”), and Professor Dedi Meiri, an Israeli individual(“Prof
Meiri”) entered into the Share Purchase and Option Agreement (the “Share Purchase and Option Agreement”)
for the purchase by Citrine Global of up to 55% of MyPlant’s issued and outstanding share capital on a fully diluted basis.
Under
the terms of the Share Purchase and Option Agreement, Citrine Global purchased from the Shareholders an aggregate of 44,328 ordinary
shares of MyPlant (the “MyPlant Shares”) representing, on a fully diluted basis, 10% of the outstanding MyPlant Shares, in
consideration of $444,444 payable by the issuance by Citrine Global to the selling Shareholders of an aggregate of 9,259,250 shares of
Citrine Global’s common stock par value $0.001 per share (the “Citrine Global Stock”). In addition, under the Share
Purchase and Option Agreement, Citrine Global was granted an option by the Shareholders to purchase an additional 35% of MyPlant Shares,
on a fully diluted basis (the “Shareholders Option”), in consideration of $1,555,556 payable by the issuance of 32,407,417
shares of Citrine Global Stock to the Shareholders, and a separate option by MyPlant to purchase an additional 10% of the MyPlant Shares,
on a fully diluted basis (the “MyPlant Option”), in consideration of $444,444, which is payable, in Citrine Global’s
discretion, in cash or in the issuance to MyPlant of 9,259,250 shares of Citrine Global Stock. Said options are exercisable through September
30, 2023 (the “Option Expiry Date”). If both the Shareholders Option and the Company Options are exercised, Citrine will
hold 55% of MyPlant Shares, on a fully diluted basis. Under the Share Purchase and Option Agreement, Citrine Global is authorized to
continue its due diligence through the Option Expiry Date.
The
transactions under the Share Purchase and Option Agreement are based on a MyPlant company valuation of approximately $4.45 million. Citrine
Global is authorized at any time on or before the Option Expiry Date to obtain an independent third party valuation of MyPlant. If it
is determined by such third party valuation that the MyPlant valuation is less than $4.45 million then the consideration payable in respect
of the exercise price of the options will be accordingly adjusted, provided however that in any case the Company’s valuation
in the transaction shall not be below US$1,000,000.
Under
the Share Purchase and Option Agreement, MyPlant granted to Citrine Global the exclusive right to utilize MyPlant’s activities
as specified in the agreement, including without limitation, the screening platforms using cell
line models for certain diseases and conditions to detect effective plant materials and/or other substances for the treatment of these
conditions and a and a right of first opportunity to commercialize intellectual property developed
by MyPlant that is in Citrine Global (or its subsidiaries’) field of business, provided that, if by December 31, 2023 Citrine Global
does not exercise either of the Shareholders Option or the Company Option and/or enter into a service agreement with MyPlant, then the
exclusive rights shall terminate but the right of first opportunity to commercialize intellectual property developed by MyPlant shall
continue thereafter until June 31, 2024, unless such rights have been extended beyond such date under the terms to be agreed in the service
agreement entered into by the Company and Citrine Global. In addition, under the Share Purchase
and Option Agreement, Cannasoul, MyPlant’s majority Shareholder, agreed to not that may
compete with MyPlant’s activities.
Citrine
Global was granted observer rights on the MyPlant board of Directors (the “MyPlant Board”). Following the exercise by Citrine
Global of the Shareholders Option, the MyPlant Board shall be comprised of four (4) directors of which MyPlant will be authorized to
designate two of such directors.
