Citrine Global Corp.
Citrine Global Corp.
04/15/2026 | Press release | Distributed by Public on 04/15/2026 14:39
Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management's Discussion and Analysis of Financial Condition and Results of Operations is intended to provide information necessary to understand our audited consolidated financial statements for the fiscal years ended December 31, 2025 and December 31, 2024 and highlight certain other information which, in the opinion of management, will enhance a reader's understanding of our financial condition, changes in financial condition and results of operations. In particular, the discussion is intended to provide an analysis of significant trends and material changes in our financial position and the operating results of our business during the year ended December 31, 2025, as compared to the fiscal year ended December 31, 2024. This discussion should be read in conjunction with our consolidated financial statements for the fiscal years ended December 31, 2025 and December 31, 2024 and related notes included elsewhere in this Annual Report on Form 10-K. These historical financial statements may not be indicative of our future performance. This Management's Discussion and Analysis of Financial Condition and Results of Operations contain numerous forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risks described throughout this filing, particularly in "Item 1A. Risk Factors."
Significant Recent Events
On January 7, 2025, Deer Light Ltd signed an investment agreement with SkyTech Orion Global Corp. (the "Company"). under which it committed to invest USD 137,000 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. On November 30, 2025, the warrants were exercised, and an additional 13.7 million common shares were issued to Deer Light Ltd.
On January 12, 2025, SkyTech Orion Ltd., the Israeli subsidiary of CTGL - Citrine Global., received official notification from the Israeli Ministry of Economy and Industry that it had been awarded a government grant in the amount of NIS 12.5 million (approximately USD 4 million). The grant, in the amount of NIS 12.5 million (approximately USD 4 million), is structured as reimbursements of approximately 37.5% of the Company's eligible expenses, including construction, equipment, services, and other costs submitted in connection with the establishment of the SkyTech Innovation and Production Center. The 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 Yeruham, Israel, on land of 11.7-dunam (about 2.89 acres) plot. that had previously been allocated to the subsidiary by the State of Israel as part of a prior grant for the construction of an Operational Innovation Center.
This new grant is in addition to the prior allocation and supports the construction of approximately 5,000 square meters the Center that will include assembly lines, R&D laboratories, testing facilities, and an advanced production system focused on developing and manufacturing defense-grade UAV and drone solutions.
On January 23, 2025, a shareholders' meeting of SkyTech Orion Ltd. (Previously named Cannovation Center Israel Ltd.)was held with the participation of all shareholders: CTGL Citrine Global Israel Ltd., holding 60% (a subsidiary of Citrine Global Corp., Beezhome Technologies Ltd. (owned by Ms. Ora Elharar Soffer, SkyTech Orion Ltd. CEO), holding 20%, and Golden Holdings Finance, holding 20%. All shareholders were given the opportunity to support SkyTech Orion Ltd. , including by providing personal guarantees for existing loans as well as for obligations under the government grant. CTGL Citrine Global Israel Ltd. expressed its support, and Beezhome Technologies Ltd., through its owner and SkyTech Orion Ltd.'s CEO, Ms. Ora Elharar Soffer, personally signed guarantees in connection with the existing loans and the government grant commitments, thereby providing the direct backing required to advance SkyTech Orion Ltd. activities. On 29 May 2025 after the period granted to Golden Holdings Finance had passed, and since it did not provide any support or personal guarantees, SkyTech Orion Ltd. executed the resolution. 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 SkyTech Orion Ltd. (Previously named Cannovation Center Israel Ltd.(were diluted to approximately 1%.
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.
On March 26, 2025, the Board approved to increase the share capital of Cannovation Center Israel Ltd. and CTGL Citrine Global Israel Ltd.
On March 26, 2025, SkyTech Orion Ltd. (Previously named Cannovation Center Israel Ltd.) increased the use of the credit facility originally entered into in March 2023 with S.R. Accord Ltd. to an amount of NIS 1,000,000 (approximately $330,000) with the credit frame of NIS Three Million New Israeli Shekels (NIS 3,000,000) (approximately USD 965,000). In accordance with the framework agreement with S.R. Accord, the facility was supported by formal signatures from the following entities: Citrine Global Corp. (DBA SkyTech Orion Global Corp.) ), CTGL Citrine Global Israel Ltd., SkyTech Orion Ltd. (Previously named Cannovation Center Israel Ltd., and Beezhome Technologies Ltd., a private company wholly owned by Ms. 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 3, 2025, A binding Settlement Agreement was reached with a former consultant of our subsidiary, Cannovation Center Israel Ltd., relating to management fees and compensation for the notice period. This has been fully paid.
On April 8, 2025, in accordance with the grant requirements, a digital bank guarantee in the amount of NIS 625,000 (approximately USD 196,000) was issued by Bank Mizrahi. 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 Yeruham.
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, SkyTech Orion Ltd. (Previously named Cannovation Center Israel Ltd.), and CTGL. The Company is no longer bound by this contract and may request proposals from other companies.
On May 13, 2025, the Israeli subsidiary Cannovation Center Israel Ltd. changed its name to SkyTech Orion Ltd.
On June 19, 2025, the Board of Directors of SkyTech Orion Ltd., of which the Company, through its wholly-owned subsidiary CTGL Citrine Global Israel Ltd., holds 69.5% of the shares resolved that, in light of the personal exposure of Ms. Ora Elharar Soffer, the Company's Chairwoman and CEO, who personally invests funds and is the only shareholder continuously supporting SkyTech Orion Ltd. by providing services, personal guarantees and financial resources, and also is the sole owner of BeezzHome Technologies Ltd. holding 29.5% of the shares of SkyTech Orion Ltd., shall be granted Anti-Dilution Protection with respect to its holdings in SkyTech Orion Ltd.
On 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 September 29, 2025 Mr Lior Asher was appointed Director at SkyTech Orion Global Corp. in addition to him serving as director in the Israeli subsidiaries.
On October 5th, 2025, Mr Lior Asher was appointed Director at SkyTech Orion Global Corp. in addition to him serving as director in the Israeli subsidiaries CTGL Citrine Global Israel Ltd. and SkyTech Orion Ltd.
During the period, and following a number of board meetings and discussions, the company's Board of Directors approved the granting of bonuses to the Company's officers and external consultants, in a total amount of approximately $126 thousand. The bonuses were granted as consideration for professional services, management efforts, the preparation and submission of the financial reports, support of the changes in the Company's operations, and additional actions performed. As the Company's cash flow position did not allow for cash payments, and in accordance with the terms approved at the time the obligations were incurred, the consideration is being settled through the issuance of the Company's common shares at a price of $0.001 per share. This price reflects the share price during an extended period in which no material trading activity occurred, corresponding to the period in which the underlying obligations were established.
The total consideration represents the issuance of approximately 126 million common shares, allocated proportionally among all eligible recipients based on the value of services and compensation approved for each party. In addition, all eligible recipients were granted the option to receive the consideration in cash at a future date, subject to the completion of a capital raise and approval by the Board of Directors. The portion of the total amount attributable to the Company's officers is as follows: Ora Elharrar-Soffer $50,000 , Ilanit Halperin - $20,000, Lior Asher - $20,000 , David Kretzmer - $5,000 The remaining amount relates to consultants who supported the Company's activities.
On September 29, 2025, the Board of Directors approved a reverse stock split at a ratio ranging from 1-for-2 to 1-for-20, with the final ratio to be determined by the Board.
In October 2025, SkyTech Orion Global Corp., (ID26558833) a Maryland corporation, was established and initially owned by attorney David Price. On January 27, 2026, SkyTech Orion Global Corp., (ID26558833) the Maryland entity was transferred and became a wholly owned (100%) subsidiary of SkyTech Orion Global Corp., a Delaware corporation.
On November 29, 2025, the Company received the approval of its shareholders to effect a reverse stock split at a ratio ranging from 1-for-2 to 1-for-20.
On December 22rd, 2025, The board approved to raised its authorized common shares from 1,500,000,000 to 2,000,000,000
Subsequent Events
On January 21, 2026, the board approved :
| ● | The opening of a bank account for SkyTech Orion Global Corp. Delaware SkyTech Orion Global Corp Maryland with the signatories: The CEO Ora Elharar-Soffer and David Kretzmer , Director. | |
| ● | To increase the company's existing ESOP from 180,000,000 to 380,000,000 options (an additional 200,000,000 options), to be used for employees and advisors in Israel. | |
| ● | To updated compensation plan and equity allocations, A. Equity-Based Compensation (Options and/or Shares) Advisors and Service Providers: The Board approved a total issuance of approximately 32 million shares and 15.5 million options to U.S. and Israel-based advisors and service providers. The Company's management was authorized to allocate these instruments based on individual contribution according to each advisor's respective agreement and specific vesting and retention terms. B. Directors and Senior Management: The Board approved the grant of stock options to purchase ordinary shares, vesting quarterly over a two-year period, as follows: Ora Elharar-Soffer: 100 million options (exercise price at market price on grant date + 10%), vesting over two years starting September 2025. Lior Asher: 41 million options, exercise price at market price on grant date , vesting over two years starting September 2024.Ilanit Halperin: 20 million options, exercise price at market price on grant date ,vesting over two years starting September 2025. Ronit Pasternak: 10 million options, exercise price at market price on grant date ,vesting over two years starting September 2025.David Kretzmer: 7.5 million options, exercise price at market price on grant date ,vesting over two years starting September 2025.All grants are subject to the terms and conditions of the Company's existing Share Option Plans, as previously approved for senior management and advisors respectively. B. Cash Compensation Effective January 2026, the Board approved updated monthly management fees and salaries for the following officers: Ora Elharar-Soffer (USD 30,000), Ilanit Halperin (USD 12,000), and David Kretzmer (USD 5,000).Effective January 2026, the Board approved updated monthly management fees and salaries for the following officers: Ora Elharar-Soffer (USD 30,000), Ilanit Halperin (USD 12,000), and David Kretzmer (USD 5,000). | |
| ● | The board also reapproved full and irrevocable indemnification from SkyTech Orion Global Corp and its subsidiaries (CTGL Citrine Global Israel Ltd and SkyTech Orion Ltd) to Ora Elharar-Soffer and Lior Asher for all personal guarantees, commitments, loans, and obligations undertaken by them personally or through their companies on behalf of the company. |
| ● | The Board resolved to terminate all activities related to nutritional supplements to focus exclusively on the defense and drone sectors. All related commercial engagements, including those with "iBOT Israel," were canceled, and all prior payments made by the Company will be refunded to the company against a credit invoice. Ora Elharar-Soffer is authorized to continue the activity privately should she choose. All rights will be transferred to her without consideration, and SkyTech waives any further claims or responsibility regarding this field. | |
| ● | The board approved renting approx. 300 sqm in Ofakim from "Or HaTzvi," owned by Director Lior Asher, subject to final approval by the Ora Elharar Soffer the CEO and execution of a approved lease agreement. | |
| ● | On January 27, 2026, it was resolved by SkyTech Orion Global Corp. Delaware that since it represents 100% of the issued stock of SKYTECH ORION GLOBAL CORP. (Maryland) and that the Board of Directors for Skytech Orion Global Corp. (Maryland #D26558833) shall be Ora Elharar Soffer, Ilanit Halperin, David Kretzmer and Lior Asher |
On March 11, 2026, the board approved
| ● | An engagement with a U.S. investment firm to lead the Company's capital raising efforts. | |
| ● | A bridge loan of approximately $100,000 (NIS 345,000) from an Israeli financing company. The loan has a term of 6 months, with the lender holding the option for early repayment or conversion of the debt into Company shares at a price of $0.20 per share. The CEO, Ora Elharar-Soffer, and Director Lior Asher provided personal guarantees for this loan, and the Board approved a full indemnification by the Company for these guarantees. Upon receipt of new funding, the Board resolved to prioritize the full reimbursement of all loans and funds previously provided by the CEO and a Director. | |
| ● | The Board approved the allocation of 500,000 shares to (David Kretzmer) a Director's professional firm, subject to a formal agreement. | |
| ● | The board approved to appoint a legal counsel for the Private Placement and uplisting to NASDAQ |
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 December 31, 2025.
Research and Development Expenses
The process of researching and developing the 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.
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
Year ended December 31, 2025 as compared to the year ended December 31, 2024
The following table presents our results of operations for the years ended December 31, 2025 and 2024
| Year ended | ||||||||
| December 31 | ||||||||
| 2025 | 2024 | |||||||
| Research and development expenses - related parties | (316 | ) | - | |||||
| Marketing, general and administrative expenses - related parties | (621 | ) | (835 | ) | ||||
| Marketing, general and administrative expenses | (318 | ) | (403 | ) | ||||
| Operating loss | (1,255 | ) | (1,238 | ) | ||||
| Financing expenses, net: | ||||||||
| Expenses related to convertible loan terms - related parties | - | (247 | ) | |||||
| Expenses related to revaluation of investments | (584 | ) | (747 | ) | ||||
| Other financing expenses, net | (78 | ) | (66 | ) | ||||
| Financing expenses, net | (662 | ) | (1,060 | ) | ||||
| Net loss attributable to Common stockholders | (1,917 | ) | (2,298 | ) | ||||
During the year ended December 31, 2025 and 2024, the Company did not record any revenue.
The Company's research and development expenses increased to $316 during the year ended December 31, 2025, compared to approximately $0 during the prior year. Research and development expenses relate to the activities in the defense sector, which began in the third quarter of 2025.
The Company's marketing, general and administrative expenses during the year ended December 31, 2025, were $939,000 compared to $1,238,000 during the year ended December 31, 2024. The decrease in our marketing, general and administrative expenses is primarily attributable to the decrease in professional services as well as in our non-cash share-based compensation expenses
During the year ended December 31, 2025, the Company incurred financial expenses, net of $78,000, as compared to financial expenses of $313,000 during the year ended December 31, 2024.
The decrease in financial expense is primarily attributable to decrease in finance expenses related to our convertible loans, which were converted to equity at December 31, 2024 .
As a result of the above, the Company incurred a net loss of approximately $1,917,000 during the twelve months ended December 31, 2025 as compared to a net loss of approximately $2,298,000 in 2024.
Liquidity and Capital Resources
At December 31, 2025, we had current assets of $166,000 compared to total current assets of $140,000 as of December 31, 2024. At December 31, 2025, we had current liabilities of $4,757,000 as compared to $3,604,000 as of December 31, 2024. At December 31, 2025, we had total liabilities of $5,468,000 as compared to $4,315,000 as of December 31, 2024. The increase is mainly attributed to the increase in the balance of accrued expenses.
At December 31, 2025, we had a cash balance of $10,000 compared to the cash balance of $1,000 as of December 31, 2024.
At December 31, 2025, we had a working capital deficiency of $4,591,000 as compared with a working capital deficiency of $3,464,000 at December 31, 2024.
The following table provides a summary of operating, investing, and financing cash flows for the years ended December 31, 2025 and 2024 respectively (in thousand):
| Year Ended | ||||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Net cash used in operating activities | (464,000 | ) | (4,000 | ) | ||||
| Net cash provided by investment activities | (114,000 | ) | - | |||||
| Net cash used in (provided by) financing activities | 591,000 | (2,000 | ) | |||||
As of September 2024, the Company renewed its short term loan with S.R. Accord Ltd. in the amount of approximately NIS 660,000 (approximately $176,000). As part of the renewal, Mr. Lior Asher signed as a personal guarantor, joining Ms. Ora Elharar Soffer as guarantor. In addition, 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 parcel in Yeruham, Israel, as well as additional collateral intending to secure repayment of the loan and to cover any damage, debt, or obligation arising from the Credit Facility. The Company, together with CTGL - Citrine Global Israel Ltd. and SkyTech Orion Ltd. (Previously named Cannovation Center Israel 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 1,050,000 (approximately $329,000), with all guarantees and collateral remaining in place.
On August 2025, SR Accord extending the credit facility agreement with SkyTech Orion Ltd. (Previously named Cannovation Center Israel 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, SkyTech Orion Ltd. (Previously named Cannovation Center Israel 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.
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.
Recently issued accounting pronouncements
Recently issued accounting pronouncements are described in the notes to our financial statements for the years ended December 31, 2025 and 2024, which are included within Item 8 in this annual report.
Critical Accounting Policies and Estimates
Our significant accounting policies are described in the notes to our financial statements for the years ended December 31, 2025 and 2024 and which included within Item 8 in this annual report. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities. We consider the following accounting policies to be critical to our financial statements because they require the most difficult, subjective, or complex judgments.
Share-Based Compensation: We measure and recognize compensation expense for all stock option grants to employees, directors, and consultants based on the fair value of the award on the date of grant. The fair value is estimated using the Black-Scholes option-pricing model, which requires management to make significant assumptions regarding volatility, the expected life of the option, and the risk-free interest rate. These assumptions are based on historical data and management's judgment, and changes to these assumptions could have a material impact on the amount of share-based compensation expense recorded.
Investments Valued Under the Measurement Alternative: Our long-term investments in privately held companies, such as Nanomedic Technologies Ltd., MyPlant Bio Ltd., and iBOT Israel Botanicals Ltd., are carried at cost, less impairment, and adjusted for observable price changes. Due to the absence of a readily determinable fair value for these investments, we periodically perform a qualitative assessment to identify any impairment. This assessment requires significant management judgment regarding the financial health and business prospects of these companies.
SKYTECH ORION GLOBAL CORP.
(formerly Citrine Global Corp.)
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2025
| F-1 |
SKYTECH ORION GLOBAL CORP.
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2025
IN U.S. DOLLARS IN THOUSANDS
TABLE OF CONTENTS
| Page | ||
| CONSOLIDATED FINANCIAL STATEMENTS: | ||
|
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 1057) |
F-3 | |
| Consolidated Balance Sheets as of December 31, 2025 and 2024 | F-4 | |
| Consolidated Statements of Operation and Comprehensive Loss for the years ended December 31, 2025 and 2024 | F-5 | |
| Statements of Changes in Shareholders' Deficit for the years ended December 31, 2025 and 2024 | F-6 | |
| Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 | F-7 | |
| Notes to Consolidated Financial Statements | F-9 - F-28 |
| F-2 |
Somekh Chaikin
KPMG Millennium Tower
17 Ha'arba'a Street, PO Box 609
Tel Aviv 61006, Israel
+972 3 684 8000
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Skytech Orion Global Corp. (formerly known as Citrine Global Corp.)
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Skytech Orion Global Corp and subsidiaries (formerly known as Citrine Global Corp) ("the Company") as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, changes in shareholders' deficit, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
Somekh Chaikin
Member Firm of KPMG International
We have served as the Company's auditor since 2022.
Tel Aviv, Israel
April 15, 2026
KPMG Somekh Chaikin, an Israeli partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee
| F-3 |
SKYTECH ORION GLOBAL CORP.
CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands except share and per share data)
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | 10 | 1 | ||||||
| Prepaid expenses | 93 | 108 | ||||||
| Other current assets - related party | 36 | - | ||||||
| Other current assets | 27 | 31 | ||||||
| Total Current assets | 166 | 140 | ||||||
| Non-current assets | ||||||||
| Investments valued under the measurement alternative (Note 3) | 679 | 1,263 | ||||||
| Property and equipment, net (Note 4) | 366 | 217 | ||||||
| Total non-current assets | 1,045 | 1,480 | ||||||
| Total assets | 1,211 | 1,620 | ||||||
| Liabilities and Shareholders' Deficit | ||||||||
| Current Liabilities | ||||||||
| Short term loan (Note 5) | 330 | 181 | ||||||
| Accounts payable | 12 | 22 | ||||||
| Accounts payable - related parties | 285 | 324 | ||||||
| Accrued compensation and expenses - related parties | 3,372 | 2,465 | ||||||
| Accrued expenses | 758 | 612 | ||||||
| Total current liabilities | 4,757 | 3,604 | ||||||
| Non-current liability | ||||||||
| Related parties (Note 6) | 711 | 711 | ||||||
| Total liabilities | 5,468 | 4,315 | ||||||
| Shareholders' Deficit (Note 7) | ||||||||
| Common stock, par value $0.0001 per share, 1,500,000,000 shares authorized at December 31, 2025 and 2024; 1,247,885,009 and 1,044,074,409 shares issued and outstanding at December 31, 2025 and 2024, respectively | 125 | 104 | ||||||
| Additional paid-in capital | 29,123 | 27,053 | ||||||
| Stock to be issued | 157 | 1,836 | ||||||
| Accumulated deficit | (33,722 | ) | (31,805 | ) | ||||
| Accumulated other comprehensive income | 60 | 117 | ||||||
| Total shareholders' deficit | (4,257 | ) | (2,695 | ) | ||||
| Total liabilities and shareholders' deficit | 1,211 | 1,620 | ||||||
The accompanying notes are an integral part of the consolidated financial statements.
| F-4 |
SKYTECH ORION GLOBAL CORP.
CONSOLIDATED STATEMENTS OF OPERATION AND COMPREHENSIVE LOSS
(U.S. dollars in thousands except share and per share data)
| Year ended | ||||||||
| December 31 | ||||||||
| 2025 | 2024 | |||||||
| Research and development expenses - related parties | (316 | ) | - | |||||
| General and administrative expenses - related parties | (621 | ) | (835 | ) | ||||
| General and administrative expenses | (318 | ) | (403 | ) | ||||
| Operating loss | (1,255 | ) | (1,238 | ) | ||||
| Financing expenses, net: | ||||||||
| Expenses related to convertible loan terms - related parties | - | (247 | ) | |||||
| Expenses related to revaluation of investments | (584 | ) | (747 | ) | ||||
| Other financing expenses, net | (78 | ) | (66 | ) | ||||
| Financing expenses, net | (662 | ) | (1,060 | ) | ||||
| Net loss attributable to Common stockholders | (1,917 | ) | (2,298 | ) | ||||
| Loss per Common Stock (basic and diluted) | (*) (0.00 | ) | (*) (0.00 | ) | ||||
| Basic weighted average number of shares of Common Stock outstanding | 1,139,390,134 | 1,032,922,840 | ||||||
| Comprehensive loss: | ||||||||
| Net loss | (1,917 | ) | (2,298 | ) | ||||
| Other comprehensive loss attributable to foreign currency translation | (57 | ) | (1 | ) | ||||
| Comprehensive loss | (1,974 | ) | (2,299 | ) | ||||
| (*) | Less than $0.01 |
The accompanying notes are an integral part of the consolidated financial statements.
| F-5 |
SKYTECH ORION GLOBAL CORP.
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 shareholders' |
|||||||||||||||||||||||
| Stock | Amount |
Capital |
issued | deficit | Income |
deficit |
||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2023 | 973,704,039 | 97 | 25,359 | 1,458 | (29,507 | ) | 118 | (2,475 | ) | |||||||||||||||||||
| CHANGES DURING THE YEAR ENDED DECEMBER 31, 2024: | ||||||||||||||||||||||||||||
| Issuance of shares under share purchase agreement | 70,370,370 | 7 | 1,400 | (1,407 | ) | - | - | - | ||||||||||||||||||||
| Proceeds on account of shares not yet issued | - | - | - | 1,785 | - | - | 1,785 | |||||||||||||||||||||
| Stock based compensation | - | - | 281 | - | - | - | 281 | |||||||||||||||||||||
| Convertible component in convertible notes classified as equity | - | - | 13 | - | - | - | 13 | |||||||||||||||||||||
| Other comprehensive loss | - | - | - | - | - | (1 | ) | (1 | ) | |||||||||||||||||||
| Net loss | (2,298 | ) | - | (2,298 | ) | |||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2024 | 1,044,074,409 | 104 | 27,053 | 1,836 | (31,805 | ) | 117 | (2,695 | ) | |||||||||||||||||||
| CHANGES DURING THE YEAR ENDED DECEMBER 31, 2025: | ||||||||||||||||||||||||||||
| Issuance of shares under share purchase agreement | 203,810,600 | 21 | 2,019 | (1,764 | ) | - | - | 276 | ||||||||||||||||||||
| Proceeds on account of shares not yet issued | - | - | - | 85 | - | - | 85 | |||||||||||||||||||||
| Stock based compensation | - | - | 51 | - | - | - | 51 | |||||||||||||||||||||
| Other comprehensive loss | - | - | - | - | - | (57 | ) | (57 | ) | |||||||||||||||||||
| Net loss | - | - | - | - | (1,917 | ) | - | (1,917 | ) | |||||||||||||||||||
| BALANCE AT DECEMBER 31, 2025 | 1,247,855,009 | 125 | 29,123 | 157 | (33,722 | ) | 60 | (4,257 | ) | |||||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
| F-6 |
SKYTECH ORION GLOBAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands)
| Year ended | ||||||||
| December 31 | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | (1,917 | ) | (2,298 | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Finance expenses, net |
- |
8 | ||||||
| Financial expenses with respect to convertible notes and loans - related parties | - | 247 | ||||||
| Stock-based compensation | 51 | 281 | ||||||
| Fair value adjustment of investments | 584 | 747 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other current assets | 59 | 125 | ||||||
| Accounts payable and accrued expenses - related parties | 868 | 835 | ||||||
| Accounts payable and accrued expenses |
(113 |
) | 51 | |||||
| Net cash used in operating activities | (468 | ) | (4 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Acquisition of fixed assets | (114 | ) | - | |||||
| Net cash provided by investing activities | (114 | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from short-term loan - related party | 230 | - | ||||||
| Issuance of shares | 200 | - | ||||||
| Proceeds under credit facility |
76 |
- | ||||||
| Proceeds on account of shares not yet issued | 85 | 21 | ||||||
| Proceeds from short-term loan | 50 | |||||||
| Repayment of short-term loan | (73 | ) | ||||||
| Net cash provided by (used in) financing activities | 591 | (2 | ) | |||||
| Effect of exchange rates on cash and cash equivalents |
(*) |
(* |
) | |||||
| Net increase (decrease) in cash, cash equivalents | 9 | (6 | ) | |||||
| CASH, CASH EQUIVALENTS AT BEGINNING OF THE YEAR | 1 | 7 | ||||||
| CASH, CASH EQUIVALENTS AT END OF THE YEAR | 10 | 1 | ||||||
| (*) | Less than 1 thousand |
The accompanying notes are an integral part of the consolidated financial statement
| F-7 |
SKYTECH ORION GLOBAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands)
| Year ended | ||||||||
| December 31 | ||||||||
| 2025 | 2024 | |||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Non-cash transactions: | ||||||||
| Convertible component in convertible notes classified as equity | - | 13 | ||||||
| Issued shares against short term loan | 76 | - | ||||||
| Conversion of convertible notes into equity | - | 1,764 | ||||||
| F-8 |
SKYTECH ORION GLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - GENERAL
SkyTech Orion Global, Corp. (DBA SkyTech Orion 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 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 August 20, 2020, the Israeli Subsidiary CTGL - Citrine Global Israel Ltd., Beezhome Technologies Ltd., a company owned and controlled by the Company's Chief Executive Officer and Golden Holdings Neto Ltd., a company in which Ilan Ben-Ishay, a former director of the Company, holds shares, incorporated SkyTech Orion Ltd. (Previously named Cannovation Center Israel).
CTGL - Citrine Global Israel Ltd.(Israeli Subsidiary holds 60% of SkyTech Orion Ltd. shares, while each of Beezhome Technologies Ltd. and Golden Holdings Neto Ltd. holds 20% of its shares.
On May 13, 2025, the Israeli subsidiary Cannovation Center Israel Ltd. changed its name to SkyTech Orion Ltd.
On May 29, 2025, SkyTech Orion Ltd. executed the resolution to reallocate shares. Following this resolution, CTGL Citrine Global Israel Ltd. increased its holdings to 69.5% and Beezhome Technologies Ltd. to 29.5%, while Golden Holdings Finance's stake in SkyTech Orion Ltd. was diluted to approximately 1%.
Financial support
On March 6, 2023 SkyTech Orion Ltd. (Previously named Cannovation Center Israel Ltd.) 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 SkyTech Orion Ltd. in an aggregate amount of NIS 3,000,000 (approximately $857,000), as needed. At the time of each draw down, SkyTech Orion Ltd. and Lender will determine the maturity date of the loan. All amounts drawn under the Credit Facility will bear interest at a monthly rate of 1.7%. SkyTech Orion Ltd. 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, SkyTech Orion Ltd. 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 (see note 4(1) below). The lien will become effective only if SkyTech Orion Ltd. 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, 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 SkyTech Orion Ltd., 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 may be owing to Lender under the Credit Facility. SkyTech Orion Ltd. has agreed to indemnify Ms. Elharar Soffer 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 S.R. Accord Ltd. in the amount of approximately NIS 660,000 (approximately $176,000). As part of the renewal, Mr. Lior Asher signed as a personal guarantor, joining Ms. Ora Elharar Soffer as guarantor. In addition, 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 Neto 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 SkyTech Orion Ltd.'s rights and the 125,000 sq. ft. (11,687 sq. meters) industrial parcel in Yerucham, Israel, as well as additional collateral intended to secure repayment of the loan and to cover any damage, debt, or obligation arising from the Credit Facility. The Company, together with CTGL - Citrine Global Israel Ltd. and 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.
| F-9 |
SKYTECH ORION GLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - GENERAL (cont.)
On March 31, 2025, the total amount of the short term loan was increased to NIS 1,000,000 (approximately $280,000 at that time), with all guarantees and collateral remaining in place.
In August 2025, SR Accord extended the credit facility agreement with SkyTech Orion Ltd. until March 31, 2027 and in April 2025, SR Accord extended the credit facility agreement with SkyTech Orion Ltd. until September 30, 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, 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 5 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.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
The financial statements were prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Citrine Global and its Israeli Subsidiaries, CTGL - Citrine Global Israel Ltd and Cannovation. All significant intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of the financial statements in conformity with U.S. 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.
Functional Currency and Foreign Currency Translation and Transactions.
The currency of the primary economic environment in which the operations of the Company and its subsidiaries are conducted is the U.S. dollar.
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net loss for the year.
Cash, cash equivalents
Cash equivalents are short-term highly liquid investments which include short term bank deposits (up to three months from date of deposit), that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the date acquired.
| F-10 |
SKYTECH ORION GLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont.)
Property, plant and equipment, net
| 1. | Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. When an asset is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in the Statements of Operations and Comprehensive Loss. |
| 2. | Rates of depreciation: | ||||
| % | |||||
| Computers and office equipment | 7-33 |
Warrants on the Company's shares
When the Company becomes a party to freestanding convertible instruments, the Company first analyzes the provisions of ASC 480 in order to determine whether the instrument should be classified as a liability, with subsequent changes in fair value recognized in the statements of operations in each period. Warrants to purchase Ordinary Shares are not within the scope of ASC 480, and as such the Company further analyzes the provisions of ASC 815-40 in order to determine whether the contract should be classified within equity or classified as a liability, with subsequent changes in fair value recognized in the statements of operations in each period.
Under ASC 815-40, contracts that are not indexed to the Company's own stock are classified as liabilities recorded at fair value, The Company applies similar guidance to embedded conversion options that meet the definition of a derivative per ASC 815.
The Company reassesses the classification of a contract over its own equity under the guidance above at each balance sheet date. If classification changes as a result of events during the reporting period, the Company reclassifies the contract as of the date of the event that caused the reclassification. When a contract over own equity is reclassified from a liability to equity, gains or losses recorded to account for the contract at fair value during the period that the contract was classified as a liability are not reversed, and the contract is marked to fair value immediately before the reclassification.
Investments valued under the measurement alternative
The Company's investments as described in Note 3 include equity securities in other companies for which the Company does not have significant influence or control and fair value is not readily determinable. Accounting Standard Update ("ASU") 2016-01 requires equity securities to be recorded at cost and adjusted to fair value at each reporting period. However, the guidance allows for a measurement alternative, which is to record investments at cost, less impairment, if any, and subsequently adjust for observable price changes of identical or similar investments of the same issuer.
Due to the lack of readily determinable fair values for such investments, the Company accounts for these investments under the measurement alternative at cost, less impairment.
The Company periodically performs qualitative impairment assessments on its investments recorded under the measurement alternative.
Impairment of long-lived assets
The Group's long-lived assets are reviewed for impairment in accordance with ASC Topic 360, "Property, Plant and Equipment", whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. No indicators of impairment have been identified as of December 31, 2025 and 2024.
| F-11 |
SKYTECH ORION GLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont.)
Derivatives
Derivative instruments are recognized on the balance sheet at their fair value, with changes in the fair value recognized as a component of financial expenses, net in the statements of operation.
Once determined, derivative liabilities and assets are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives.
Income taxes
The Company accounts for income taxes in accordance with ASC Topic 740, "Income Taxes". Accordingly, deferred taxes assets and liabilities are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial statement carrying amount and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are measured using the enacted tax rates expected to be in effect when these differences reverse. Valuation allowances in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized.
The Company accounts for uncertainty in income tax in accordance with ASC Topic 740, which prescribes detailed guidance for the financial statement recognition, measurement and disclosure of tax positions. According to ASC Topic 740, tax positions must meet a more-likely-than-not recognition threshold. Recognized tax positions are measured as the largest amount that is greater than 50 percent likely of being realized. The Company's accounting policy is to classify interest and penalties relating to income taxes under income taxes, however the Company did not recognize such items in its fiscal 2025 and 2024 financial statements and did not record any unrecognized tax benefits.
Basic and diluted loss per ordinary share
Basic loss per share of Common Stock is computed by dividing the loss for the period applicable to holders of shares of Common Stock, by the weighted average number of shares of Common Stock outstanding during the period.
In computing diluted loss per share, basic loss per share is adjusted to reflect the potential dilution that could occur upon the exercise of potential shares. Accordingly, in periods of net loss, no potential shares are considered due to their anti-dilutive effect on loss per share.
Stock-based compensation
The Company measures and recognizes the compensation expense for all equity-based payments based on their estimated fair values in accordance with ASC 718, "Compensation-Stock Compensation". Share-based payments including grants of stock options are recognized in the statement of operation as an operating expense based on the fair value of the award at the date of grant. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model. The Company has expensed compensation costs, applying the accelerated vesting method, over the requisite service period or over the implicit service period. The company's accounting policy is to recognize forfeitures when they occur.
| F-12 |
SKYTECH ORION GLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont.)
Fair value
Fair value of certain of the Company's financial instruments including cash, accounts receivable, accounts payable, accrued expenses, convertible notes 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:
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.
Concentrations of credit risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents as well as certain other current assets that do not amount to a significant amount. Cash and cash equivalents, which are primarily held in Dollars and New Israeli Shekels, are deposited with major banks in Israel and United States. Management believes that such financial institutions are financially sound and, accordingly, minimal credit risk exists with respect to these financial instruments. The Company does not have any significant off-balance-sheet concentration of credit risk, such as foreign exchange contracts, option contracts or other foreign hedging arrangements.
Contingencies
The Company records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred.
| F-13 |
SKYTECH ORION GLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont.)
Loan Issuance costs
As mentioned in Note 5, the Company has received a credit line from a lender. The Company has issued to the lender and to a consultant, shares of the Company's common stock as a commitment fee in respect of the provision of the Credit Facility. The commitment fee is recognized as a prepaid expense. Upon each utilization of the credit line, the Company recognizes a proportionate part of the commitment fee and records that part as financial expenses.
New Accounting Pronouncements
Accounting Standards Adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this ASU add specific requirements for income tax disclosures to improve transparency and decision usefulness. The guidance in ASU 2023-09 requires that public business entities disclose specific categories in the income tax rate reconciliation and provide additional qualitative information for reconciling items that meet a quantitative threshold. In addition, the amendments in ASU 2023-09 require that all entities disclose the amount of income taxes paid disaggregated by federal, state, and foreign taxes and disaggregated by individual jurisdictions. The ASU also includes other disclosure amendments related to the disaggregation of income tax expense between federal, state and foreign taxes. The ASU is effective for fiscal years beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this update should be applied on a prospective basis and retrospective application is permitted. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures.
Accounting Standards Not Yet Adopted
In September 2025, the FASB issued ASU 2025-07, Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual periods. Early adoption is permitted. The Company does not currently have contracts that include share-based noncash consideration; however, management is evaluating the potential impact of this ASU on future transactions.
| F-14 |
SKYTECH ORION GLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont.)
In September 2025, the FASB also issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software, which modifies the recognition threshold for capitalization of internal-use software costs. The ASU is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual periods. Early adoption is permitted. The Company is evaluating the impact of this ASU on its internal-use software capitalization policy and does not expect a material impact upon adoption.
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which establishes authoritative guidance on the recognition, measurement, presentation, and disclosure of government grants. Under ASU 2025-10, government grants are recognized when it is probable that the entity will both comply with the conditions of the grant and the grant will be received. The ASU provides specific accounting models for grants related to assets and grants related to income, including options to recognize government grants as deferred income or as a reduction of the asset's cost basis. The ASU also requires enhanced disclosures regarding the nature of government grants, significant terms and conditions, accounting policies applied, and amounts recognized in the financial statements. ASU 2025-10 is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-10.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures.
In November 2024, the FASB issued ASU 2024-03 "Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses", which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures.
NOTE 3 - INVESTMENTS VALUED UNDER THE MEASUREMENT ALTERNATIVE
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| U.S. Dollars in thousands | ||||||||
| Nanomedic Technologies Ltd. )See A below) | 19 | 450 | ||||||
| MyPlant Bio Ltd. (See B below) | - | 153 | ||||||
| iBOT Israel Botanicals Ltd. (See C below) | 660 | 660 | ||||||
| 679 | 1,263 | |||||||
| A. | On June 22, 2020, the Company entered into a share purchase agreement with Nanomedic Technologies Ltd., an Israeli private company and a related party as further described below ("Nanomedic") as part of an A-1 funding round open only to existing Nanomedic shareholders and their affiliates. Nanomedic developed SpinCare™, a system that integrates electrospinning technology into a portable, bedside device, offering immediate wound and burn care treatment. The Company paid $450 thousand for A-1 preferred shares of Nanomedic and also received warrants to purchase A-1 preferred shares. Such investment represents a holding of approximately 3.3% in Nanomedic. The round raised approximately $2.2 million in total. |
The Company accounts for the investment in Nanomedic in accordance with the provisions of ASC 321, "Investments - Equity Securities", and elected to use the measurement alternative therein. The investment will be re-measured upon future observable price change(s) in orderly transaction(s) or upon impairment, if any. No such observable price changes occurred during 2024.
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 December 31, 2025 is approximately $19,000.
| F-15 |
SKYTECH ORION GLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - INVESTMENT VALUED UNDER THE MEASUREMENT ALTERNATIVE (cont.)
| B. | On December 30, 2022, the Company, MyPlant Bio Ltd., a company incorporated under the laws 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 the Company of up to 55% of MyPlant's issued and outstanding share capital on a fully diluted basis |
The Company purchased from the Shareholders an aggregate of 15,211 ordinary shares of MyPlant (the "MyPlant Shares") representing, on a fully diluted basis, 10% of the outstanding MyPlant Shares, in consideration for the payment of $444,444 by the issuance by the Company to the selling Shareholders of an aggregate of 9,259,250 shares of the Company's common stock. On January 12, 2023 the company issued the shares above.
Said options are exercisable through September 30, 2023 (the "Option Expiry Date"). If both the 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.
In addition, under the Share Purchase and Option Agreement, the Company was 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 the Company's 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.
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 MyPlant's valuation is less than $4.45 million, 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.
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. As of December 31, 2023, the shareholders' option expired, resulting in a $291 thousand reduction in fair value recognized in the statement of operations.
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.
At December 31, 2025, MyPlant is not operational and the Company has no plans to benefit from the MyPlant investment, therefore the investment was written down to zero.
| F-16 |
SKYTECH ORION GLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - INVESTMENTS VALUED UNDER THE MEASUREMENT ALTERNATIVE (cont.)
| C. | On November 2, 2023, the Board of Directors the Company determined to seek an agreement with iBOT Israel Botanicals Ltd. ("iBOT") pursuant to which the Company, would purchase, on an initial basis, a 19% equity stake in iBOT with an option to increase the Company's equity holdings to 51% (the "Shareholders option"), 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 $0.027, representing then the highest closing price of the Company's common stock during the preceding 30 day period |
In March 2024, the Company issued 70,370,370 shares to IBOT.As of June 30, 2024 the option has expired.
NOTE 4 - PROPERTY AND EQUIPMENT, NET
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| U.S. Dollars in thousands | ||||||||
| Computers and office equipment | 10 | 10 | ||||||
| Payment on land lease | 366 | 217 | ||||||
| 376 | 227 | |||||||
| Less - accumulated depreciation | (10 | ) | (10 | ) | ||||
| Total property and equipment, net | 366 | 217 | ||||||
In the years ended December 31, 2025 and 2024, depreciation expenses amounted to$ 0.
On July 13, 2021, the Ministry of Economy of the Israeli government recommended to the Israel Land Authority ("ILA") that it approve a grant of 11,687 square meters of industrial parcel of land in Yerucham, Israel (the "Land") for Cannovation to build the Cannovation Center, at a subsidized price and exempt from a tender procedures typically required under Israeli law, to include factories, laboratories, logistics and a distribution center for the medical cannabis, and botanicals industries. As noted, Citrine Global owns 60% of the share capital of Cannovation, through the Israeli Subsidiary. Cannovation is in process of receiving the required building permits and approvals to start the construction and is in process with several financing entities in the area of real-estate financing.
During December 2021, Cannovation remitted to the Israeli Ministry of the Economy and the ILA the aggregate amount of NIS 688 thousand ($196 thousands on the date of payment) to obtain the rights to the Land. The discounted amount paid is part of the grant by the Israeli government under government programs to encourage industrial development in Southern Israel. The amount remitted represents the sum total amount that Cannovation is required to pay as the purchase price for the Land. In addition, the Israeli Ministry of Economy is also expected to cover approximately 30% of the building and equipment expenses. Cannovation is also expected to benefit from a reduced corporate tax rate which is intended to encourage industrial development in Southern Israel.
| F-17 |
SKYTECH ORION GLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 - PROPERTY AND EQUIPMENT, NET(cont.)
Under the Agreement, Cannovation committed to build and develop the Green Vision Center in accordance with 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. On the September 25, 2025, ILA approved to extend the agreement for another year. Upon completion of the development within the time frames and other requirements specified in the Agreement, Cannovation 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).
The Company has also capitalized $150 thousands of related expenses as land costs.
On February 8, 2022, Cannovation received from the ILA a counter-signed development agreement to purchase rights for long term lease to 11,687 square meters of Land for purposes of building the Green Vision Center Israel, which is intended to include factories, laboratories, logistics and a distribution center for the medical cannabis, and botanicals industries.
On January 12, 2025, SkyTech Orion Ltd., the Israeli subsidiary of CTGL - Citrine Global., received official notification from the Israeli Ministry of Economy and Industry that it had been awarded a government grant in the amount of NIS 12.5 million (approximately USD 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.
On April 8, 2025, in accordance with the grant requirements, a bank guarantee in the amount of NIS 625,000 (approximately $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.
NOTE 5 - SHORT TERM LOANS
| A. | 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 NIS 3,000,000 (approximately $857,000 at that time), 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 a 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 Premises"). 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. |
| F-18 |
SKYTECH ORION GLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 - SHORT TERM LOANS (cont.)
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 September 2024, the Company renewed its Credit Facility with S.R. Accord Ltd. in the amount of approximately NIS 660,000 (approximately $176,000). As part of the renewal, Mr. Lior Asher signed as a personal guarantor, joining Ms. Ora Elharar Soffer as guarantor. In addition, 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 parcel in Yerucham, Israel, as well as additional collateral intended to secure repayment of the loan and to cover any damage, debt, or obligation arising from the Credit Facility. The Company, together with CTGL Citrine Global Israel Ltd. and Cannovation Center Israel Ltd. (now 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 Credit Facility was increased to NIS 1,000,000 (approximately $280,000 at that time), with all guarantees and collateral remaining in place.
As of December 2025 and 2024, Cannovation utilized NIS 1,050,000 (approximately $330,000) and NIS660,000 ( $182,000), respectively, of the credit line.
| B. | On February 9, 2024, the Company issued a Promissory Note (the "Note") in favor of 1800 Diagonal Lending LLC, a Virginia limited liability company (the "Lender"), in the principal amount of $63,250. The Company received $50,000 in net proceeds from Lender due to the original issue discount on the Note. The Note bore a one-time interest charge of 15% per annum, payable with outstanding principal in nine (9) payments of $8,081.89 for a total payback to the Lender of $72,737.00. The Note was due in full on November 15, 2024. Any amount of the principal or interest on the Note which is not paid when due is subject to a default interest at the rate of twenty two percent (22%) per annum from the due date until the same is paid. |
As of December 31, 2024, the Company repaid the entire outstanding amounts on the note.
NOTE 6 - CONVERTIBLE NOTES
On January 30, 2023 the Company and each of Citrine High Tech 7 LP ("LP 7"), Citrine 8 LP ("LP 8") and Citrine 9 LP ("LP 9"; together with LP 7 and LP 8, the "Lending LP"), the lending entities under and parties to the Convertible Note Purchase Agreement entered into 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 they have agreed to extend the maturity date on all outstanding convertible loans in the principal amount of $1,800,000 under the CL Agreement to May 31, 2024.
On November 14, 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.
On December 31, 2024, the Company completed the conversion of outstanding convertible loan principal amounts totaling $1,764,106 into equity, pursuant to previously executed agreements with Citrine LP 7, Citrine LP 8, and Citrine LP 9. The aggregate principal was converted into 176,410,600 shares of common stock at a conversion price of $0.01 per share. In addition, the Company issued warrants to purchase 176,410,600 shares of common stock under the same terms, exercisable at an exercise price of $0.01 per share and exercisable until the earlier of December 31, 2025, or the Company's listing on a U.S. national stock exchange. As of December 31, 2025, all such options have expired.
| F-19 |
SKYTECH ORION GLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 - CONVERTIBLE NOTES (cont.)
Accrued interest on the converted notes remains payable in cash and shall be repaid once the Company raises gross proceeds of at least $5 million.
NOTE 7 - SHAREHOLDERS' EQUITY
Description of the rights attached to the Shares in the Company:
Common Stock:
Each share of Common Stock entitles the holder to one vote, either in person or by proxy, at meetings of stockholders. The holders of Common Stock are not permitted to vote their shares cumulatively. Accordingly, the holders of the Company's Common Stock who hold, in the aggregate, more than fifty percent of the total voting rights can elect all of the directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of Common Stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law.
Transactions:
On August 2, 2024, the Company and X Group Fund of Funds Limited Partnership formed under the laws of Michigan ("X Group") entered into a term sheet agreement-in-principle pursuant to which the X Group agreed to purchase, and Citrine Global agreed to sell, units of Citrine Global's securities where each unit (each a "Unit") is comprised of (i) one (1) share of common stock and (ii) a warrant, exercisable through the earlier of December 31, 2024 or such time as Citrine Global is cleared for listing on a U.S. National exchange, to purchase an additional one share of common stock at a per share exercise price of $0.01. The warrant instrument will include a standard cashless exercise provision The purchase price per Unit is $0.01 for an aggregate purchase price of $250,000 which is payable as follows: (i) $100,000 by no later than August 31, 2024 and (ii) $150,000 by no later than September 30, 2024. In consideration of $250,000 Initial Investment, investor Group will be entitled to 25,000,000 shares of Citrine Global's common stock.
The parties also agreed that upon completing of the investment, X Group will be entitled to recommend two (2) additional director nominees who meet US Exchange standards to the board of directors of Citrine Global for its consideration. Subject to completion of the investmen X Group or an affiliate thereof shall enter into a consulting agreement with Citrine Global in consideration of 25,000,000 shares of common stock Citrine Global, with such vesting schedule as the parties shall the agree.
As of the date hereof, the Company has received $21 thousand from the Group. As the X Group did not remit the agreed amount within the approved timeframes, the agreement lapsed.
Further to Note 3 above, on April 22, 2024, the Company issued 70,370,370 shares to IBOT.
Further to Note 6 above, on July 2025 , the Company issued 176,410,600 shares the of outstanding convertible loan principal amounts totaling $1,764,106 into equity, pursuant to previously executed agreements with Citrine LP 7, LP 8, and LP 9. The aggregate principal was converted into 176,410,600 shares of common stock at a conversion price of $0.01 per share, and an equal number of warrants to purchase common stock were issued under the same terms. On November 30, 2025, the warrants were exercised, and an additional 13.7 million common shares were issued to Deer Light Ltd.
On November 19, 2025, the Company received an investment in the total amount of $85,000. This amount represents a payment for the future issuance of 425,000 shares of the Company's common stock at a price of $0.20 per share. These shares have not yet been issued.
| F-20 |
SKYTECH ORION GLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 - STOCK OPTIONS (cont.)
On March 5, 2023, the Board of the Company determined that in the event that the Company's stock is listed on the Nasdaq Stock Market, then one half of the awarded but unvested option grants made in each of August 2021 and in August 2022, including to officers, directors, will immediately vest at such time. In addition, the Board also determined to provide that following the termination of services by an officer, director or a selected service provider for any reason other than cause, such person shall have a one year period from the date of termination to exercise any option that was vested at the time of the termination of services.
The following table presents the Company's stock option activity for employees and directors of the Company for the year ended December 31, 2025 and 2024:
| Number of Options | Weighted Average Exercise Price ($) | |||||||
| Outstanding at December 31, 2024 | 121,351,320 | 0.026 | ||||||
| Granted | - | - | ||||||
| Exercised | - | - | ||||||
| Forfeited or expired | - | - | ||||||
| Outstanding at December 31, 2025 | 121,351,320 | 0.026 | ||||||
| Number of options exercisable at December 31, 2025 | 121,351,320 | 0.026 | ||||||
| Number of Options | Weighted Average Exercise Price ($) | |||||||
| Outstanding at December 31, 2023 | 122,529,342 | 0.026 | ||||||
| Granted | - | - | ||||||
| Exercised | - | - | ||||||
| Forfeited or expired | (1,178,022 | ) | 0.020 | |||||
| Outstanding at December 31, 2024 | 121,351,320 | 0.026 | ||||||
| Number of options exercisable at December 31, 2024 | 96,629,885 | 0.028 | ||||||
The stock options outstanding as of December 31, 2025 and 2024, have been separated into exercise prices, as follows:
| Exercise price | Stock options outstanding | Weighted average remaining contractual life - years | Stock options vested | |||||||||
| $ | As of December 31, 2025 | |||||||||||
| 0.0011 | 46,762 | 0.6 | 46,762 | |||||||||
| 0.02 | 41,237,350 | 0.6 | 41,237,350 | |||||||||
| 0.022 | 47,128,400 | 0.6 | 47,128,400 | |||||||||
| 0.05 | 32,938,620 |
1.41 |
32,938,620 | |||||||||
| 121,351,320 | 121,351,320 | |||||||||||
| Exercise price | Stock options outstanding | Weighted average remaining contractual life - years | Stock options vested | |||||||||
| $ | As of December 31, 2024 | |||||||||||
| 0.0011 | 46,762 | 1.6 | 46,762 | |||||||||
| 0.02 | 41,237,350 | 1.6 | 31,222,565 | |||||||||
| 0.022 | 47,128,400 | 1.6 | 35,346,300 | |||||||||
| 0.05 | 32,938,620 | 2.41 | 30,014,258 | |||||||||
| 121,351,320 | 96,629,885 | |||||||||||
| F-21 |
SKYTECH ORION GLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 - STOCK OPTIONS (cont.)
Compensation expense recorded by the Company in respect of its stock-based compensation awards for the year ended December 31, 2025 and 2024 were $51 thousands and $281 thousands, respectively, and are included in General and Administrative expenses in the Statements of Operations.
As of December 31, 2025, there was $0 of total unrecognized compensation cost related to non-vested options.
The aggregate intrinsic value of the awards outstanding as of December 31, 2025 is $17,400 thousands. These amounts represent the total intrinsic value, based on the Company's stock price of $0.2 as of December 31, 2025, less the weighted exercise price.
NOTE 9 - RELATED PARTIES
| A. | Balances with related parties: |
| As of December 31, | ||||||||
| 2025 | 2024 | |||||||
| U.S. Dollars in thousands | ||||||||
| Non-current Liabilities: (see Note 6) | 711 | 711 | ||||||
| F-22 |
SKYTECH ORION GLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 - RELATED PARTIES (CONT.)
| B. | Commencing in February 2020, Ora Elharar Soffer, CEO and Chairperson of the Board, was entitled to a monthly fee of $20 thousands and certain reimbursements, such as vehicle, traveling, lodging and other expenses on behalf of the Company, the payment of such compensation was deferred until the Company consummates an investment of at least $1.8 million in the Company's securities. |
In addition, on August 15, 2021, the board of directors of Cannovation determined to adjust the compensation of the Chairperson (and interim Chief Executive Officer), Ora Elharar Soffer, to $10 thousands per month, in each case retroactive to July 1, 2021. These amounts would be paid at such time as Cannovation shall become due and payable from, and such time as Cannovation shall have, available funds therefor and as part of the operating budget for a minimum period of 18 months.
On March 16, 2023, the consulting agreement originally entered into as of July 2020 with Ms Ora Elharar Soffer, the Company's Chairperson, CEO and President, was amended. The amendment provides for the following: (i) the monthly consulting to which Ms. Elharar Soffer is entitled will increase from $20,000 to $25,000 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 Mr Elharar Soffer, shall continue in full force and effect so long as Ms. Elharar Soffer serves as either director and /or executive officer and (iii) all previous awards and bonuses previously made to her were affirmed. 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.
As of December 31, 2025, and 2024, an amount of $1,997 thousands and $1,616 thousands, respectively, was recorded representing compensation earned by Ms. Elharar Soffer.
| C. | Commencing in February 2020, Ilan Ben-Ishay, a director in Citrine Global, is entitled to a monthly fee of $3.5 thousands and certain reimbursements for traveling lodging and vehicle expenses on behalf of the Company, the payment of such compensation was deferred until the Company consummates an investment of at least $1.8 million in the Company's securities. |
In addition, on August 15, 2021, the board of directors of Cannovation determined to adjust the compensation of Ilan Ben Ishay, a director at Cannovation, to $2 thousands per month, in each case retroactive to July 1, 2021. These amounts would be paid at such time as Cannovation shall become due and payable from, and such time as Cannovation shall have, available funds therefor and as part of the operating budget for a minimum period of 18 months.
On January 18, 2023, Mr. Ilan Ben Ishay resigned from his position as a director on the Board of the Company.
On October 1, 2024, Mr. Ilan Ben Ishay resigned from his position as a director on the Board of Cannovation
As of December, 31, 2025, and 2024, an amount of $194 thousands and $194 thousands, respectively was recorded representing compensation earned by Mr. Ben-Ishay.
| F-23 |
SKYTECH ORION GLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 - RELATED PARTIES (CONT.)
| D. | Commencing in May 2020, Ms. Halperin, director & CFO of the Company, was entitled to a monthly fee of an additional $4 thousands, resulting in an aggregate monthly fee (from the February 2020 agreement as detailed above) of $7 thousands, and certain reimbursements for traveling lodging and vehicle expenses on behalf of the Company, the payment of such compensation was deferred until the Company consummates an investment of at least $1.8 million in the Company's securities. |
In addition, on August 15, 2021, the board of directors of Cannovation determined to adjust the compensation of Ilanit Halperin at Cannovation, to $4 thousands per month, in each case retroactive to July 1, 2021. These amounts would be paid at such time as Cannovation shall become due and payable from, and such time as Cannovation shall have, available funds therefor and as part of the operating budget for a minimum period of 18 months.
On March 16, 2023, the consulting agreement originally entered into as of July 2020 with Ms 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 Mr Ilanit Halperin, shall continue in full force and effect so long as Ms. Halperin serves as either director and /or executive officer and (iii) all previous awards and bonuses previously made to her were affirmed. 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.
As of December, 31, 2025, and 2024, an amount of $719 thousands and $570 thousands, respectively, was recorded representing compensation earned by Ms. Halperin.
| E. | Commencing in March 2021, Adv. David Kretzmer, a director, is entitled to a monthly fee of $7 thousands and certain reimbursements for traveling lodging and vehicle expenses on behalf of the Company, the payment of such compensation was deferred until the Company consummates an investment of at least $1.8 million in the Company's securities. |
In addition, on August 15, 2021, the board of directors of Cannovation determined to adjust the compensation of David Kretzmer, a director at Cannovation, to $2 thousands per month, in each case retroactive to July 1, 2021. These amounts would be paid at such time as Cannovation shall become due and payable from, and such time as Cannovation shall have, available funds therefor and as part of the operating budget for a minimum period of 18 months.
On August 9, 2022, Mr. David Kretzmer's fee in respect of services provided to the Company was reduced from $7,000 per month to $1,500 per month. Mr. Kretzmer's monthly fee for services rendered to Cannovation Center Israel at the rate of $2,000 per month was unaffected
As of December, 31, 2025, and 2024, an amount of $293 thousands and $247 thousands, respectively, was recorded representing compensation earned by Adv. David Kretzmer.
| F-24 |
SKYTECH ORION GLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 - RELATED PARTIES (CONT.)
| F. | Commencing in September 2020, Doron Birger, a director, is entitled to a monthly fee of $1.5 thousands. From July 2022 the payment of such compensation was deferred until the Company consummates an investment of at least $1.8 million in the Company's securities. | |
| On February 22. 2024, Mr. Doron Birger resigned from his position as a director on the Board of the Company. |
As of December, 31, 2025 and 2024, an amount of $28 thousands was recorded representing compensation earned by Doron Birger.
| G. | On August 15, 2021, the board determined to award a bonus to the Company's Chairperson of the Board, CEO, CFO, officers, directors and senior management equal to two percent (2%) of any capital raise, subject to prior repayment of the outstanding convertible loans and so long as the payment thereof would be from available funds and part of the Company's operating budget for a minimum period of 18 months. In addition, the Board agreed to a bonus Company's Chairperson of the Board, CEO, CFO, officers, directors and senior management of 2% from operating profits which will become payable upon the fulfillment of certain specified targets that the Board will establish, subject to prior repayment of the outstanding convertible loans and so long as the payment thereof would be from available funds and as part of the Company's operating budget for a minimum period of 18 months. |
| H. | During 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: |
| ● | On September 1, 2024, Deer Light Ltd entered into consulting agreements with the Company and its subsidiaries. Under these agreements, Deer Light 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: |
- $2,500 per month from the Company
- $3,500 per month from CTGL Citrine Global Israel Ltd.
- $5,000 per month from SkyTech Orion Ltd. (Previously named Cannovation Center Israel Ltd.).
However, all payments under these agreements are deferred until the earlier of: (i) the listing of Citrine Global Corp (DBA SkyTech Orion Global Corp.) on a recognized U.S. stock exchange; (ii) successful fundraising of at least USD2.5 million from external sources; or (iii) the Company achieving positive operational cash flow, confirmed by the board of directors ("Payment Event").
In addition to cash compensation, the Company may award equity-based compensation under future equity incentive plans, subject to board approval. One such equity grant was approved by the Company, granting options to purchase 41,762,976 common shares, with a two -year vesting schedule and 50% acceleration upon uplisting. As of this report, the options not been granted yet.
| ● | On January 7, 2025, Deer Light Ltd signed an investment agreement with Citrine Global Corp, under which it committed to invest $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 September 30, 2025, the entire amount was remitted to the Company. On November 30, 2025, the warrants were exercised, and an additional 13.7 million common shares were issued to Deer Light Ltd in amount of $138,000. |
As of December, 31, 2025, an amount of $196 thousands, was recorded representing compensation earned by Deer Light Ltd.
G, On September 29, 2025 Mr Lior Asher was appointed Director at SkyTech Orion Global Corp. in addition to him serving as director in the Israeli subsidiaries.
| F-25 |
SKYTECH ORION GLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 - RELATED PARTIES (CONT.)
| I. | During the period, the Company's Board of Directors approved the granting of bonuses to the Company's officers and external consultants, in a total amount of approximately $126 thousand. The bonuses were granted as consideration for professional services, management efforts, the preparation and submission of the financial reports, support of the changes in the Company's operations, and additional actions performed. |
As the Company's cash flow position did not allow for cash payments, and in accordance with the terms approved at the time the obligations were incurred, the consideration is being settled through the issuance of the Company's common shares at a price of $0.001 per share. This price reflects the share price during an extended period in which no material trading activity occurred, corresponding to the period in which the underlying obligations were established.
The total consideration represents the issuance of approximately 126 million common shares, allocated proportionally among all eligible recipients based on the value of services and compensation approved for each party. In addition, all eligible recipients were granted the option to receive the consideration in cash at a future date, subject to the completion of a capital raise and approval by the Board of Directors.
The portion of the total amount attributable to the Company's officers is as follows:
| ● | Ora Elharrar-Soffer - $50,000 | |
| ● | Ilanit Halperin - $20,000 | |
| ● | Lior Asher - $20,000 | |
| ● | David Kretzmer - $5,000 |
The remaining amount relates to consultants who supported the Company's activities.
NOTE 10 - INCOME TAXES
| A. | United States resident companies are taxed on their worldwide income at a statutory rate of 21%. No further taxes are payable on this profit unless that profit is distributed. If certain conditions are met, income derived from foreign subsidiaries is tax exempt from foreign withholding under applicable tax treaties to avoid double taxation. |
Income of the Israeli Subsidiaries is taxable from 2021 and onwards, at corporate tax rate of 23%.
The Company and its Israeli Subsidiaries have not received final tax assessments since the Israeli Subsidiary's inception. tax years are open for assessment Company's tax years, from 2018 onwards, are open for assessment and for the Israeli Subsidiaries all tax years from commencement are open for assessment.
As of December 31, 2025, the Company and the Israeli Subsidiaries have operating loss carryforwards of approximately $14,700 thousands, which can be offset against future taxable income, if any. As of December 31, 2025, loss carryforwards approximately $13,200 thousand will expire between the years 2036 and 2037, and the remainder has no expiration date.
No income taxes paid in 2025.
| F-26 |
CITRINE GLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10 - INCOME TAXES (cont.)
| B. | Composition of loss for the year: |
|
Year ended December 31 |
||||||||
| 2025 | 2024 | |||||||
| U.S. Dollars in thousands | ||||||||
| U.S. |
1,475 |
1,918 | ||||||
| Israel | 442 | 380 | ||||||
| 1,917 | 2,298 | |||||||
| C. | A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S. federal income tax rate to income before income taxes after the adoption of ASU 2023-09 is as follows: |
| Year ended December 31 | ||||||||
| 2025 | ||||||||
| US Dollars | % | |||||||
| Tax at U.S. Statutory Rate | (403 | ) | (21.0 | )% | ||||
| State and Local Income Taxes | - | - | ||||||
| Foreign Tax Effects: | ||||||||
| Israel: | ||||||||
| Changes in statutory tax rates | (30 | ) | (1.6 | )% | ||||
| Changes in Valuation Allowances | 93 |
4.9 |
% | |||||
| Other foreign jurisdictions | - | - | ||||||
| Effect of Cross-Border Tax Laws | - | - | ||||||
| Foreign tax credit for withholding taxes | - | - | ||||||
| Non-deductible expenses | 123 | 6.4 | % | |||||
| Tax Credits | - | - | ||||||
| Changes in Valuation Allowances | 217 | 11.3 | % | |||||
| Changes in Unrecognized Tax Benefits | - | - | ||||||
| Remeasurement of deferred taxes for foreign currency effects | - | - | ||||||
| Effective Tax Rate | - | - | ||||||
| The following is a reconciliation between the theoretical tax on pre-tax loss, at the federal income tax rate applicable to the Company and the income tax expense reported in the financial statements: |
| Year ended December 31 | ||||
| 2024 | ||||
| U.S. Dollars in thousands | ||||
| Pretax loss | 2,298 | |||
| U.S. federal income tax rate | 21 | % | ||
| Income tax benefit computed at the applicable tax rate | (483 | ) | ||
| Non-deductible expenses | 207 | |||
| Effect of differences in corporate income tax rates | (24 | ) | ||
| Change in valuation allowance | 300 | |||
| - | ||||
| D. | Deferred taxes are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. . Significant components of the Company's deferred tax assets and liabilities are as follows: |
| December 31 | ||||||||
| 2025 | 2024 | |||||||
| Composition of deferred tax assets: | U.S. Dollars in thousands | |||||||
| Operating loss carry forwards | 3,112 | 2,918 | ||||||
| Share based compensation | 523 | 512 | ||||||
| Accrued compensation and others | 550 | 445 | ||||||
| Total deferred tax assets | 4,185 | 3,875 | ||||||
| Valuation allowance | (4,185 | ) | (3,875 | ) | ||||
| - | - | |||||||
| E. | Roll forward of valuation allowance |
| US dollars in thousands | ||||
| Balance at January 1, 2024 | 3,575 | |||
| Income tax expense | 300 | |||
| Balance at December 31, 2024 | 3,875 | |||
| Income tax expense | 310 | |||
|
Balance at December 31, 2025 |
4,185 | |||
| F-27 |
SKYTECH ORION GLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11 - LOSS PER ORDINARY SHARE
Basic loss per share is computed by dividing net loss by the weighted average number of shares outstanding during the year. The weighted average number of shares of Common Stock used in computing basic and diluted loss per ordinary share for the years ended December 31, 2025 and 2024, are as follows:
| Year ended December 31 | ||||||||
| 2025 | 2024 | |||||||
| Number of shares | ||||||||
| Weighted average number of shares of Common Stock outstanding attributable to ordinary shareholders |
1,139,390,134 |
1,032,922,840 | ||||||
| Total weighted average number of shares of Common Stock related to outstanding options, excluded from the calculations of diluted loss per share (*) |
190,196,540 |
30,884,971 | ||||||
| (*) | The effect of the inclusion of options and convertible loans in 2025 and 2024 is anti-dilutive. |
NOTE 12 - 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 IBOT options (as disclosed in Note 3C, Investments valued under the measurement alternative), share-based compensation expenses (as disclosed in Note 9A, related parties) and expenses related to convertible loan terms (as presented in statements of operations).
Asset information as presented on the consolidated balance sheets is provided to the CODM.
NOTE 13 - SUBSEQUENT EVENTS
On January 21, 2026, the board approved :
| - | The opening of a bank account for SkyTech Orion Global Corp. Delaware SkyTech Orion Global Corp Maryland with the signatories: The CEO Ora Elharar-Soffer and David Kretzmer , Director. |
| - | To increase the company's existing ESOP from 180,000,000 to 380,000,000 options (an additional 200,000,000 options), to be used for employees and advisors in Israel. |
| - | To updated compensation plan and equity allocations, : |
A. Equity-Based Compensation (Options and/or Shares) Advisors and Service Providers: The Board approved a total issuance of approximately 32 million shares and 15.5 million options to U.S. and Israel-based advisors and service providers. The Company's management was authorized to allocate these instruments based on individual contribution according to each advisor's respective agreement and specific vesting and retention terms.
B. Directors and Senior Management: The Board approved the grant of stock options to purchase ordinary shares, vesting quarterly over a two-year period, as follows: Ora Elharar-Soffer: 100 million options (exercise price at market price on grant date + 10%), vesting over two years starting September 2025. Lior Asher: 41 million options, exercise price at market price on grant date , vesting over two years starting September 2024. Ilanit Halperin: 20 million options, exercise price at market price on grant date ,vesting over two years starting September 2025. Ronit Pasternak: 10 million options, exercise price at market price on grant date, vesting over two years starting September 2025. David Kretzmer: 7.5 million options, exercise price at market price on grant date ,vesting over two years starting September 2025. All grants are subject to the terms and conditions of the Company's existing Share Option Plans, as previously approved for senior management and advisors respectively. B. Cash Compensation Effective January 2026, the Board approved updated monthly management fees and salaries for the following officers: Ora Elharar-Soffer (USD 30,000), Ilanit Halperin (USD 12,000), and David Kretzmer (USD 5,000). Effective January 2026, the Board approved updated monthly management fees and salaries for the following officers: Ora Elharar-Soffer (USD 30,000), Ilanit Halperin (USD 12,000), and David Kretzmer (USD 5,000).
| - | The board also reapproved full and irrevocable indemnification from SkyTech Orion Global Corp and its subsidiaries (CTGL Citrine Global Israel Ltd and SkyTech Orion Ltd) to Ora Elharar-Soffer and Lior Asher for all personal guarantees, commitments, loans, and obligations undertaken by them personally or through their companies on behalf of the company. |
| - | The Board resolved to terminate all activities related to nutritional supplements to focus exclusively on the defense and drone sectors. All related commercial engagements, including those with "iBOT Israel," were canceled, and all prior payments made by the Company will be refunded to the company against a credit invoice. Ora Elharar-Soffer is authorized to continue the activity privately should she choose. All rights will be transferred to her without consideration, and SkyTech waives any further claims or responsibility regarding this field. |
| - | The board approved renting approx. 300 sqm in Ofakim from "Or HaTzvi," owned by Director Lior Asher, subject to final approval by the Ora Elharar Soffer the CEO and execution of a approved lease agreement. |
| - | A bridge loan of approximately $100,000 (NIS 345,000) from an Israeli financing company. The loan has a term of 6 months, with the lender holding the option for early repayment or conversion of the debt into Company shares at a price of $0.20 per share. The CEO, Ora Elharar-Soffer, and Director Lior Asher provided personal guarantees for this loan, and the Board approved a full indemnification by the Company for these guarantees. Upon receipt of new funding, the Board resolved to prioritize the full reimbursement of all loans and funds previously provided by the CEO and a Director. |
| - | The Board approved the allocation of 500,000 shares to (David Kretzmer) a Director's professional firm, subject to a formal agreement. |
| F-28 |
Citrine Global Corp. published this content on April 15, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 15, 2026 at 20:40 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]