CTGL Navigates Israeli War, Pushes Plant-Based Wellness Amidst Disruptions

TL;DR

**CTGL is a high-risk bet on plant-based wellness, with its Israeli operations currently overshadowed by war and significant dilution concerns.**

AI Summary

CITRINE GLOBAL, CORP. (CTGL) is an Israeli-based company focused on developing plant-based wellness and pharma solutions, operating through its wholly-owned subsidiary CTGL Citrine Global Israel Ltd. and majority-owned Cannovation Center Israel Ltd. (now SkyTech Orion Ltd.). The company holds a 60% equity interest in SkyTech Orion Ltd., which acquired 11,687 square meters of industrial land in Yerucham, Israel, in February 2022 for an Operational Innovation Center. CTGL also acquired a 19% equity stake in iBOT Israel Botanicals Ltd. for 70,370,370 shares of common stock valued at $0.027 per share, reflecting a $10 million valuation, and holds a 10% equity interest in MyPlant Bio Ltd. The ongoing war in Israel since October 7, 2023, has caused significant disruptions to the company's operations and strategic initiatives, including efforts to expand into the U.S. market. Despite these challenges, CTGL is developing product lines targeting the nutritional supplements market, projected to reach $625 billion by 2030, including Oral Cavity Care, Medicinal Mushrooms, Booster (Energy & Sports), and Balance & Calm products.

Why It Matters

CITRINE GLOBAL's 10-K reveals a company with ambitious plans in the plant-based wellness market, but its core operations are significantly impacted by the ongoing conflict in Israel. This geopolitical risk creates substantial uncertainty for investors, potentially delaying product launches and international expansion, particularly into the crucial U.S. market. Employees and customers face instability due to the war's disruption to operations and supply chains. In a competitive landscape where larger players like Herbalife and GNC dominate, CTGL's ability to execute its strategy and secure market share is severely hampered by external factors beyond its control, making its future trajectory highly speculative.

Risk Assessment

Risk Level: high — The company's entire executive leadership and core operations are based in Israel, which has been in a 'large-scale war' since October 7, 2023, causing 'widespread uncertainty and instability' and 'significant disruptions.' This direct exposure to an active conflict, coupled with the issuance of 70,370,370 shares for a 19% equity stake in iBOT and 1,234,185,009 shares outstanding as of September 3, 2025, compared to 973,704,039 on December 31, 2023, indicates substantial operational and dilution risks.

Analyst Insight

Investors should exercise extreme caution and consider avoiding CTGL given the severe operational disruptions from the ongoing war in Israel and significant share dilution. Monitor for concrete evidence of stabilized operations, successful product commercialization, and a clear path to profitability before considering any investment.

Key Numbers

• $625 billion — Projected nutritional supplements market size by 2030 (Target market for CTGL's product lines)
• 973,704,039 — Common shares outstanding on December 31, 2023 (Baseline for share count)
• 1,234,185,009 — Common shares outstanding on September 3, 2025 (Indicates significant share dilution)
• 70,370,370 — Shares issued for 19% iBOT stake (Part of the share dilution)
• $0.027 — Price per share for iBOT acquisition (Valuation basis for iBOT stake)
• $10 million — Valuation of iBOT Israel Botanicals Ltd. (Based on independent third-party report)
• 11,687 sqm — Industrial land acquired in Yerucham, Israel (For the Operational Innovation Center)
• 60% — Equity interest in Cannovation Center Israel Ltd. (Majority ownership)
• 19% — Equity interest in iBOT Israel Botanicals Ltd. (Strategic alliance and manufacturing agreement)
• 10% — Equity interest in MyPlant Bio Ltd. (Investment in botanical drug discovery)

Key Players & Entities

• CITRINE GLOBAL, CORP. (company) — Registrant
• CTGL Citrine Global Israel Ltd. (company) — Wholly-owned subsidiary
• Cannovation Center Israel Ltd. (company) — Majority-owned subsidiary, subsequently renamed SkyTech Orion Ltd.
• iBOT Israel Botanicals Ltd. (company) — 19% equity interest acquired
• MyPlant Bio Ltd. (company) — 10% equity interest
• Israel Lands Authority (regulator) — Granted development agreement for land in Yerucham
• Prof. Dedi Meiri (person) — Co-founder of MyPlant Bio Ltd.
• Israeli Ministry of Health (regulator) — Approved iBOT as GMP-certified facility
• Technion Integrated Cancer Center (company) — Affiliation of Prof. Dedi Meiri
• Cannasoul Analytics (company) — Co-founder of MyPlant Bio Ltd.

FAQ

Risk Factors

• Disruption from Israel-Hamas War [high — operational]: The ongoing war in Israel since October 7, 2023, has significantly disrupted CTGL's operations and strategic initiatives, including efforts to expand into the U.S. market. This conflict poses a substantial risk to the company's ability to execute its business plan and achieve its growth objectives.
• Competition in Nutritional Supplements Market [medium — market]: CTGL is targeting the nutritional supplements market, projected to reach $625 billion by 2030. This large and growing market is highly competitive, with numerous established players and new entrants, posing a significant challenge for CTGL to gain market share and establish its brand.
• Significant Share Dilution [medium — financial]: The company has experienced substantial share dilution, with common shares outstanding increasing from 973,704,039 on December 31, 2023, to 1,234,185,009 on September 3, 2025. This dilution, partly due to the issuance of 70,370,370 shares for the iBOT stake, can negatively impact the value of existing shareholders' investments.
• Dependence on Subsidiaries and Affiliates [medium — operational]: CTGL's operations are heavily reliant on its wholly-owned subsidiary CTGL Citrine Global Israel Ltd. and majority-owned Cannovation Center Israel Ltd. (now SkyTech Orion Ltd.), as well as its investments in iBOT Israel Botanicals Ltd. and MyPlant Bio Ltd. Any operational issues or strategic misalignments within these entities could adversely affect CTGL's overall performance.

Industry Context

CITRINE GLOBAL, CORP. operates within the rapidly expanding plant-based wellness and pharmaceutical solutions sector. The company targets the nutritional supplements market, which is projected to reach $625 billion by 2030. This market is characterized by increasing consumer demand for natural and health-supportive products, but also by intense competition from established global brands and emerging players leveraging scientific research and innovative formulations.

Regulatory Implications

As a company developing wellness and pharma solutions, CTGL faces potential regulatory scrutiny related to product claims, manufacturing standards, and ingredient sourcing. Compliance with regulations in target markets, particularly the U.S., will be critical for market entry and sustained growth.

What Investors Should Do

1. Monitor impact of Israel-Hamas War
2. Assess share dilution impact
3. Evaluate strategic partnerships and investments
4. Track U.S. market entry progress

Key Dates

• 2022-02-01: Acquisition of Industrial Land in Yerucham, Israel — SkyTech Orion Ltd. (60% owned by CTGL) acquired 11,687 square meters of land for an Operational Innovation Center, indicating investment in infrastructure for future development and production.
• 2023-10-07: Start of Israel-Hamas War — This event has caused significant disruptions to CTGL's operations and strategic initiatives, including U.S. market expansion plans, posing a major risk to the company's near-term prospects.
• 2023-12-31: Common Shares Outstanding — CTGL had 973,704,039 common shares outstanding, serving as a baseline for subsequent dilution.
• 2025-09-03: Common Shares Outstanding — The number of common shares outstanding increased to 1,234,185,009, highlighting significant dilution for existing shareholders.

Glossary

End-to-end strategy

A business approach that covers all stages of a product's lifecycle, from initial research and development to manufacturing, distribution, marketing, and sales. (CTGL aims to implement this strategy for its plant-based wellness and pharma solutions to control the entire value chain.)

Synergistic botanicals

Plant-based ingredients that work together to produce a greater effect than they would individually. (CTGL focuses on developing product formulations based on these types of botanicals for enhanced health benefits.)

Nutritional supplements market

A market segment focused on products that supplement the diet, such as vitamins, minerals, herbs, and other botanicals. (This is CTGL's primary target market, with a projected size of $625 billion by 2030.)

Share dilution

The reduction in the ownership percentage of a company's shares caused by the issuance of new shares. (CTGL has experienced significant share dilution, impacting the value of existing shareholders' stakes.)

Year-Over-Year Comparison

The provided 10-K filing does not contain comparative financial data from a previous year's filing, making a direct comparison of key metrics such as revenue growth, margin changes, or new risks impossible. However, the filing does highlight significant share dilution, with common shares outstanding increasing from 973,704,039 on December 31, 2023, to 1,234,185,009 by September 3, 2025, indicating a substantial change in the company's capital structure.

Key Financial Figures

• $0.0001 — ction 12(g) of the Act: Common Stock, $0.0001 per share (Title of class) Indicate
• $ — e stated in United States dollars, or US$, and are prepared in accordance with Un
• $625 billion — ements market that is expected to reach $625 billion by 2030 1 . The product lines categor
• $0.027 — hares of our common stock at a price of $0.027 per share, reflecting a $10 million val
• $10 million — price of $0.027 per share, reflecting a $10 million valuation based on an independent third
• $1.81 billion — h Treatment Market is expected to reach $1.81 billion by 2032 4 . 2. The Medicinal Mushroom

Filing Documents

• form10-k.htm (10-K) — 1863KB
• ex23-1.htm (EX-23.1) — 5KB
• ex31-1.htm (EX-31.1) — 12KB
• ex31-2.htm (EX-31.2) — 12KB
• ex32-1.htm (EX-32.1) — 6KB
• ex32-2.htm (EX-32.2) — 6KB
• audit_001.jpg (GRAPHIC) — 3KB
• 0001641172-25-026351.txt ( ) — 8953KB
• ctgl-20231231.xsd (EX-101.SCH) — 62KB
• ctgl-20231231_cal.xml (EX-101.CAL) — 53KB
• ctgl-20231231_def.xml (EX-101.DEF) — 358KB
• ctgl-20231231_lab.xml (EX-101.LAB) — 520KB
• ctgl-20231231_pre.xml (EX-101.PRE) — 456KB
• form10-k_htm.xml (XML) — 1488KB

BUSINESS

ITEM 1. BUSINESS 4

RISK FACTORS

ITEM 1A. RISK FACTORS 13

UNRESOLVED STAFF COMMENTS

ITEM 1B. UNRESOLVED STAFF COMMENTS 19

CYBERSECURITY

ITEM 1C. CYBERSECURITY 19

PROPERTIES

ITEM 2. PROPERTIES 19

LEGAL PROCEEDINGS

ITEM 3. LEGAL PROCEEDINGS 19

MINE SAFETY DISCLOSURES

ITEM 4. MINE SAFETY DISCLOSURES 19 PART II

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 20

RESERVED

ITEM 6. RESERVED 21

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

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 21

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 27

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 28

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 29

CONTROLS AND PROCEDURES

ITEM 9A. CONTROLS AND PROCEDURES 29

OTHER INFORMATION

ITEM 9B. OTHER INFORMATION 29

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION 29 PART III

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 30

EXECUTIVE COMPENSATION

ITEM 11. EXECUTIVE COMPENSATION 32

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 34

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 35

PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 35 PART IV

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 36

FORM 10-K SUMMARY

ITEM 16. FORM 10-K SUMMARY 36

SIGNATURES

SIGNATURES 37 2 Cautionary This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. These forward-looking statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of these terms or other comparable terminology. These forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, any of which may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking Forward-looking and we undertake no obligation to update forward-looking statements should these beliefs, estimates, and opinions or other circumstances change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these forward-looking statements to actual results. Our financial statements are stated in United States dollars, or US$, and are prepared in accordance with United States generally accepted accounting principles, or GAAP. In this Annual Report, unless otherwise specified, all do

financial statements, including intangible assets such as intellectual property, goodwill,

financial statements, including intangible assets such as intellectual property, goodwill, and proprietary technologies, as well as products developed for commercialization. Business Overview We believe the power of plant-based solutions from nature can help improve people's health and quality of life. Our business activity is primarily composed of developing wellness and pharma solutions, focused on science backed plant-based products to improve quality of life and complementary solutions for balancing side effects caused by using medicines, treatments, or an unbalanced lifestyle. We have built an end-to-end strategy to bring to market on a global scale innovative plant-based wellness and pharma solutions covering the whole spectrum from innovation, research and development, product development, infrastructure for production and manufacturing, distribution, marketing and sales. 4 We seek to bring to the market wellness and pharma innovative products, such as food supplements, healthy snacks, healthy beverages and natural cosmetics, to help improve people's health and quality of life and complementary products that aim to balance selected side effects associated with medicines, treatments or an unbalanced lifestyle. Leveraging technology and research, we are focused on developing a products portfolio based on rigorous scientific research ranging from synergistic botanicals, herbal extract, tinctures, medicinal mushrooms together with plant extracts, vitamins, minerals, botanical formulations from seeds, roots, bark, fruits, and a wide variety of plants that contain substances with health-supportive effects. Such supportive effects include, but are not limited to, enhancing oral care, anti-inflammatory properties, relaxation, sleep enhancement, energizing, mood and body balancing, alleviating side effects, and more. We have plant-based formulations and product lines targeting the nutritional supplements market that is expected to reach $625 billion by 20

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View this 10-K filing on SEC EDGAR