CTGL Citrine Global Corporation (CE)

INFORMATION STATEMENT

OF

CITRINE GLOBAL, CORP.

4 HaogenStreet

Herzelia, Israel

Tel: + (972) 73 7600341

To Our Stockholders:

This Notice and the accompanying Information Statement are being furnished to the holders (“Stockholders”) of shares of common stock, par value $0.0001 (the “Common Stock”) of Citrine Global, Corp., a Delaware corporation (the “Corporation”), in connection with an action taken by the holders of a majority of the issued and outstanding Common Stock (the “Majority Consenting Stockholders”), which action was approved by written consent on June 10, 2022 (the “Stockholder Consent”), to approve an amendment of the Corporation’s First Amended and Restated Certificate of Incorporation in order to effect a reverse stock split of the Corporation’s Common Stock at a ratio of between 50-to-1 and 700-to-1 (the “Stock Split”).

The implementation of the Stock Split and the Amendment to Authorized Capital Stock shall be taken at such future date as determined by the board of directors of the Corporation (the “Board”), as evidenced by the filing of the certificate of amendment with the Secretary of State of the State of Delaware, but in no event earlier than the 20th day after the definitive Information Statement is mailed or furnished to the Stockholders of record. Because the Stock Split has been approved by the holders of the required majority of the voting power of our voting stock, no proxies were or are being solicited. We anticipate that the Stock Split will become effective within the next 12 calendar months.

This Information Statement is being sent to you for information purposes only and you are not required to take any action. Please read the attached Information Statement carefully. It describes the essential terms of the Stock Split and the actions to be taken with respect thereto. Additional information about the Corporation is contained in its reports filed with or furnished to the Securities and Exchange Commission (the “SEC”). The Corporation’s reports filed with the SEC, their accompanying exhibits and other documents filed with the SEC may be obtained on the SEC’s website at www.sec.gov.

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND THE CORPORATION A PROXY.

INFORMATION STATEMENT

OF

CITRINE GLOBAL, CORP.

4 HaogenStreet

Herzelia, Israel

Tel: + (972) 73 7600341

This Information Statement is being filed with the SEC on June 24, 2022, in connection with the Stockholder Consent, dated June 10, 2022 to approve the amendment of the Corporation’s Amended and Restated Certificate of Incorporation in order to effect a reverse stock split of the Corporation’s Common Stock at a ratio of between 1 to 50 and 1 to 700, with the Board of Directors having the discretion as to whether or not the reverse split is to be effected, and with the exact ratio of any reverse split to be set at a whole number within the above range as determined by the Board in its discretion.

A copy of the Certificate of Amendment to the Certificate of Incorporation effecting the Reverse Stock Split is attached as Exhibit A to this Information Statements (the “Reverse Stock Split Certificate of Amendment”).

Pursuant to Rule 14c-2(b) promulgated by the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”), the actions approved by the Majority Consenting Stockholders cannot become effective until twenty (20) days from the date of mailing of the Definitive Information Statement to our Stockholders.

The Reverse Stock Split Certificate of Amendment will be effective upon the filing with the Secretary of State of Delaware (the “Reverse Stock Split Effective Date”). New Common Stock certificates will not be issued at the Reverse Stock Split Effective Date. The Corporation’s Common Stock is quoted on the OTC Markets, QB Tier, under the symbol “CTGL”.

DISSENTERS’ RIGHT OF APPRAISAL

The Delaware General Corporation Law does not provide dissenters’ rights of appraisal to our Stockholders in connection with any matter described in this Information Statement.

RECORD DATE AND VOTING SECURITIES

As of June 24, 2022 (the “Record Date”), there were 942,568,006 shares of our Common Stock issued and outstanding. We do not have any other outstanding voting securities.

EXPENSES

We will bear the expenses relating to this Information Statement, including expenses in connection with preparing and mailing this Information Statement and any documents that now accompany or may in the future supplement it. We contemplate that brokerage houses, custodians, nominees, and fiduciaries will forward this information statement to the beneficial owners of our Common Stock held of record by these persons, and we will reimburse them for their reasonable expenses incurred in this process.

THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN. THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING YOU OF THE MATTER DESCRIBED HEREIN.

ACTIONS TAKEN BY THE BOARD OF DIRECTORS AND MAJORITY CONSENTING STOCKHOLDERS

AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT

Our authorized capital stock consists of 1,500,000,000 shares of common stock, par value $0.001 per share. As of June 24, 2022, we had 942,568,006 shares of common stock outstanding.

On June 10, 2022, the Majority Consenting Stockholders approved by written consent the Reverse Stock Split Certificate of Amendment in order to effect a reverse stock split of the Corporation’s Common Stock pursuant to a range of between 1-to-50 and 1-to-700 (the “Reverse Stock Split”).

Pursuant to the Reverse Stock Split, each number of shares of Common Stock between 50 and 700 shares, as shall be determined by the Board, will be automatically converted, without any further action by the stockholders, into one share of Common Stock. No fractional shares of Common Stock will be issued as the result of the Reverse Stock Split. Instead, each Stockholder will be entitled to receive one share of Common Stock in lieu of the fractional share that would have resulted from the Reverse Stock Split.

The foregoing description of the Reverse Stock Split Certificate of Amendment is qualified in its entirety by reference thereto, which is attached as Exhibit A to this Information Statement.

Background and Reasons for the Reverse Stock Split

Reducing the number of outstanding shares of our Common Stock through the Reverse Stock Split is intended, absent other factors, to increase the per share market price of our Common Stock in order to attract new investors and may assist us in obtaining a future listing on a national securities exchange. However, other factors, such as our financial results, market conditions and the market perception of our business may adversely affect the market price of our Common Stock. As a result, we cannot assure you that the Reverse Stock Split, if completed, will result in the intended benefits described above, that the market price of our Common Stock will increase following the Reverse Stock Split or that the market price of our Common Stock will not decrease in the future. Additionally, we cannot assure you that the market price per share of our Common Stock after a Reverse Stock Split will increase in proportion to the reduction in the number of shares of our Common Stock outstanding before the Reverse Stock Split. Accordingly, the total market capitalization of our Common Stock after the Reverse Stock Split may be lower than the total market capitalization before the Reverse Stock Split.

Determination of Reverse Stock Split Ratio

The Board of Directors believes that stockholder approval of an amendment that allows the Board to determine the exact reverse stock split ratio within a specified range of 1-to-50 and 1-to-700 (rather than stockholder approval of a fixed reverse stock split ratio) provides the flexibility to achieve the desired results of the reverse stock split. In determining the range of reverse stock split ratios, the Board considered numerous factors, including:

The Board will consider the conditions, information and circumstances existing at the time when it determines whether to implement a Reverse Stock Split and, if it decides to implement a Reverse Stock Split, the precise reverse stock split ratio.

Principal Effects of the Reverse Stock Split

If the Board implements the Reverse Stock Split, we will amend our Amended and Restated Certificate of Incorporation by filing the Reverse Stock Split Certificate of Amendment with the Secretary of State of Delaware as set forth on Exhibit A to this Information Statement.

The Reverse Stock Split will be effected simultaneously for all issued and outstanding shares of Common Stock. The Reverse Stock Split will affect all of our common Stockholders uniformly and will not affect any stockholder’s percentage ownership interests in the Corporation, except to the extent that the Reverse Stock Split results in any of our Stockholders owning a fractional share. After the Reverse Stock Split, the shares of our Common Stock will have the same proportional voting rights and rights to dividends and distributions and will be identical in all other respects to our Common Stock now authorized. The Reverse Stock Split will not affect the Corporation continuing to be subject to the periodic reporting requirements of the Exchange Act.

The Reverse Stock Split may result in some Stockholders owning “odd-lots” of less than 100 shares of our Common Stock. Brokerage commissions and other costs of transactions in odd-lots are generally higher than the costs of transactions in “round-lots” of even multiples of 100 shares.

An additional principal effect of the Reverse Stock Split would be to decrease the number of outstanding shares of our Common Stock. Except for de minimus adjustments that may result from the treatment of fractional shares as described below, the Reverse Stock Split will not have any dilutive effect on our stockholders since each stockholder would hold the same percentage of our Common Stock outstanding immediately following the Reverse Stock Split as such stockholder held immediately prior to the Reverse Stock Split. The relative voting and other rights that accompany the shares of Common Stock would not be affected by the Reverse Stock Split.

The table below sets forth, for informational purposes only, the number of shares of our Common Stock outstanding before and after a Reverse Stock Split assuming a 1-to-50, 1-to-300, 1-to-500 and 1-to-700 ratio based on 942,568,006 shares of Common Stock outstanding as of the Record Date.

Although the Reverse Stock Split will not have any dilutive effect on our stockholders, the proportion of shares owned by our stockholders relative to the number of shares authorized for issuance will decrease because the Reverse Stock Split does not change the current authorized number of shares of Common Stock. The remaining authorized shares may be used for various purposes, including, without limitation, raising capital, providing equity incentives to employees, officers or directors, effecting stock dividends, establishing strategic relationships with other companies and expanding our business through the acquisition of other businesses or products. We do not currently have any plans, proposals or arrangements to issue any of the newly available authorized shares that result from the Reverse Stock Split for any purposes.

Anti-Takeover Effects of the Reverse Stock Split

The overall effect of the reverse stock split may be to render more difficult the consummation of mergers with the Corporation or the assumption of control by a principal stockholder, and thus make it more difficult to remove management.

A possible effect of the Reverse Stock Split is to discourage a merger, tender offer or proxy contest, or the assumption of control by a holder of a large block of the Corporation’s voting securities and the removal of incumbent management. Our management could use the additional shares of Common Stock available for issuance to resist or frustrate a third-party take-over effort favored by a majority of the independent stockholders that would provide an above market premium by issuing additional shares of Common Stock.

The Reverse Stock Split is not the result of management’s knowledge of an effort to accumulate the Corporation’s securities or to obtain control of the Corporation by means of a merger, tender offer, solicitation or otherwise. Nor is the Reverse Stock Split a plan by management to adopt a series of amendments to the Corporation’s charter or by-laws to institute an anti-takeover provision. The Corporation does not have any plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences. As discussed above, the reasons for the Reverse Stock Split are to increase the stock price of our Common Stock.

Fairness of the Process

The Board of the Corporation did not obtain a report, opinion, or appraisal from an appraiser or financial advisor with respect to the Reverse Stock Split and no representative or advisor was retained on behalf of the unaffiliated Stockholders to review or negotiate the transaction. The Board concluded that the additional expense of these independent appraisal procedures was unreasonable in relation to the Corporation’s available cash resources and concluded that the Board could adequately establish the fairness of the Reverse Stock Split without the engagement of third parties.

Street Name Holders of Common Stock

The Corporation intends for the Reverse Stock Split to treat Stockholders holding Common Stock in street name through a nominee (such as a bank or broker) in the same manner as Stockholders whose shares are registered in their names. Nominees will be instructed to effect the Reverse Stock Split for their beneficial holders. However, nominees may have different procedures. Accordingly, Stockholders holding Common Stock in street name should contact their nominees.

Stock Certificates

Mandatory surrender of certificates is not required by our Stockholders. The Corporation’s transfer agent will adjust the record books of the Corporation to reflect the Reverse Stock Split as of the Reverse Stock Split Effective Date. New certificates will not be mailed to Stockholders.

Reverse Stock Split Effective Date

The Corporation will need to file the Reverse Stock Split Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation with the Delaware Secretary of State in order for the Reverse Stock Split Certificate of Amendment to become effective. Under federal securities rules and regulations, we may not file the Reverse Stock Split Certificate of Amendment until at least 20 days after the mailing of this Information Statement to our Stockholders. However, our Board reserves the right not to proceed with the Reverse Stock Split.