CTGL / Citrine Global Corp. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended March 31, 2024; or ☐ Transition Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended March 31, 2024; or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission file number 000-55680 CITRINE GLO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended September 30, 2024; or ☐ Transition Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended September 30, 2024; or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission file number 000-55680 CITRINE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended March 31, 2025; or ☐ Transition Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended March 31, 2025; or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission file number 000-55680 CITRINE GLO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55680 CITRINE GLOBAL, CORP. (Nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended June 30, 2024; or ☐ Transition Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended June 30, 2024; or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission file number 000-55680 CITRINE GLOB

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 General We are currently authorized to issue up to 1,500,000,000 shares of Common Stock and as of the date of this Annual shares of common stock are outstanding. All of our issued and outstanding shares have been validly issued, fully paid and non-assessable. Our bylaws p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55680 CITRINE GLOBAL, CORP. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended June 30, 2025; or ☐ Transition Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended June 30, 2025; or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission file number 000-55680 CITRINE GLOB

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 12th, 2025 CITRINE GLOBAL, CORP.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 31, 2024 CITRINE GLOBAL, CORP.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 2, 2024 CITRINE GLOBAL, CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement CITRINE GLOBAL, CORP. (Name of Regis

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 22, 2024 CITRINE GLOBAL, CORP.

THE ISSUE PRICE OF THIS NOTE IS $63,250.00 THE ORIGINAL ISSUE DISCOUNT IS $8,250.00

Exhibit 4.5 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN O

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 9, 2024 CITRINE GLOBAL, CORP.

Share Purchase And Option Agreement

Exhibit 10.14 Share Purchase And Option Agreement This Share Purchase and Option Agreement (this “Agreement”), is made as of December 31, 2023, by and among Citrine Global, Corp., a company incorporated under the laws of Delaware (“Citrine Global”), iBOT Israel Botanicals Limited, a company incorporated under the laws of the State of Israel, registration number 516012739 (“iBOT”), and Citrine SAL

Entry into a Material Definitive Agreement, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 31, 2023 CITRINE GLOBAL, CORP.

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 19, 2023 CITRINE GLOBAL, CORP.

Citrine Global Corp. (CTGL) Announces Binding Agreement to Acquire 51% of iBOT Israel Botanicals, a Revenue-Generating Nutritional Supplements’ Company with Fast-Growing Potential

Exhibit 99.1 Citrine Global Corp. (CTGL) Announces Binding Agreement to Acquire 51% of iBOT Israel Botanicals, a Revenue-Generating Nutritional Supplements’ Company with Fast-Growing Potential Tel Aviv, November 21, 2023 Citrine Global Corp. (OTCQB: CTGL) is pleased to announce that it has signed a binding agreement to acquire up to 51% of the shares of iBOT Israel Botanicals Ltd. (iBOT) by initia

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended September 30, 2023; or ☐ Transition Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended September 30, 2023; or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission file number 000-55680 CITRINE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report o

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 28, 2023 CITRINE GLOBAL, CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended June 30, 2023; or ☐ Transition Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended June 30, 2023; or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission file number 000-55680 CITRINE GLOB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on For

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended March 31, 2023; or ☐ Transition Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended March 31, 2023; or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission file number 000-55680 CITRINE GLO

As Filed with Securities and Exchange Commission on March 29, 2023

As Filed with Securities and Exchange Commission on March 29, 2023 Registration N0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55680 CITRINE GLOBAL, CORP. (Exa

Description of the Registrant’s Securities

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 General We are currently authorized to issue up to 1,500,000,000 shares of Common Stock and as of the date of this Annual Report 956,479,039 shares of common stock are outstanding. All of our issued and outstanding shares have been validly issued, fully paid and non-asses

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 6, 2023 CITRINE GLOBAL, CORP.

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 30, 2023 CITRINE GLOBAL, CORP.

Agreement dated as of January 26, 2023 between Citrine Global Corp. and Citrine 9 LP

Exhibit 10.20 January 26, 2023 Re: Outstanding Notes Reference is made to the Convertible Promissory Notes issued by Citrine Global, Corp. (the “Company”) to the order of Citrine 9 LP (“LP 9”) in the principal amount of $900,000 (“Note 1”) issued on June 15, 2021, the note in the principal amount of $180,000 issued on January 5, 2022 (“Note 2”) and the note in the principal amount of $100,000 issu

Agreement dated as of January 26, 2023 between Citrine Global Corp. and Citrine 8 LP

Exhibit 10.19 January 26, 2023 Re: Outstanding Notes Reference is made to the Convertible Promissory Notes issued by Citrine Global, Corp. (the “Company”) to the order of Citrine Hi Tech 8 LP (“LP 8”) in the principal amount of $100,000 (“Note 1”) issued on June 15, 2020 and the note in the principal amount of $350,000 issued on June 21, 2020 (“Note 2”; together with Note 1, the “Notes”), in each

As Filed with Securities and Exchange Commission on January 30, 2023

As Filed with Securities and Exchange Commission on January 30, 2023 Registration N0.

Agreement dated as of January 26, 2023 between Citrine Global Corp. and Citrine High Tech 7 LP

Exhibit 10.18 January 26, 2023 Re: Outstanding Notes Reference is made to the Convertible Promissory Notes issued by Citrine Global, Corp. (the “Company”) to the order of Citrine Hi Tech 7 LP (“LP 7”) in the principal amount of $170,000 (the “Note”) issued on April 19, 2020, due on October 31, 2023, and issued pursuant to the terms of the Convertible Note Purchase Agreement, dated as of April 1, 2

Share Purchase and Option Agreement dated as of Decembre 30, 2022 by and among Citrine Global Corp., MyPlant Bio Ltd., Cannasoul Analytics Ltd., and PurPlant Inc. and Professor Dedi Meiri

Exhibit 10.17

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 17, 2023 CITRINE GLOBAL, CORP.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 30, 2022 CITRINE GLOBAL, CORP.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 15, 2022 CITRINE GLOBAL, CORP.

Citrine Global, Corp Presentation dated December 15, 2022

Exhibit 99.1

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 8, 2022 CITRINE GLOBAL, CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2022 ☐ T

NT 10-Q 1 formnt10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended September 30, 2022; or ☐ Transition Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended September 30, 2022; or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission file number 000-55680 CITRINE

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 19, 2022 CITRINE GLOBAL, CORP.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 30, 2022 CITRINE GLOBAL, CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

DEF 14C 1 formdef14c.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement CITRINE GLO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended June 30, 2022; or ☐ Transition Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended June 30, 2022; or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission file number 000-55680 CITRINE GLOB

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 15, 2022 CITRINE GLOBAL, CORP.

Amendment to First Amended and Restated Certificate of Incorporation of the Registrant

Exhibit 3.2 CERTIFICATE OF AMENDMENT TO FIRST AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CITRINE GLOBAL, CORP. The undersigned, for the purposes of amending the Certificate of Incorporation, as amended, of Citrine Global, Corp. (the ?Corporation?), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby ce

Subsidiaries (incorporated by reference to the Registration Statement on Form S-1 filed by the Company on June 28, 2022)

Exhibit 21 Subsidiaries of Citrine Global, Corp. 1. CTGL- Citrine Global Israel Ltd. ? 100% owned 2. Cannovation Center Israel Ltd. ? 60% owned

Filing Fees Exhibit

EX-FILING FEES 5 ex107.htm Exhibit 107 CALCULATION OF REGISTRATION FEE Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units (3) $ 17,250,000 (2)(4) $ 1,599.08 Common stock, par value $0.0001, included in the Units (5) Warrants included in the Units (6) (5) Common stock underlying the warrants included in the Units $ 34,500,000 (2) $ 3,198.15 Representative’s Warrants (7) C

As Filed with Securities and Exchange Commission on June 28, 2022

As Filed with Securities and Exchange Commission on June 28, 2022 Registration N0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement CITRINE GLOBAL, CORP. (Name of Regis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

PRE 14C 1 formpre14c.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement CITRINE GLO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended March 31, 2022; or ☐ Transition Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended March 31, 2022; or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission file number 000-55680 CITRINE GLO

Citrine Global CEO Issues Letter to Shareholders

Exhibit 99.1 Citrine Global CEO Issues Letter to Shareholders Tel Aviv, April 13, 2022 - Citrine Global Corp. (OTCQB: CTGL), a plant-based wellness and pharma solutions company, today issued a Letter to Shareholders from its CEO and Chairman, Ora Elharar-Soffer. Dear Shareholders, We are glad to provide an overview of the main milestones achieved by the Company during the last two years since the

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 13, 2022 CITRINE GLOBAL, CORP.

Informational Presentation dated April 13, 2022

EX-99.2 5 ex99-2.htm Exhibit 99.2

Convertible Promissory Note Dated December 28, 2021 (incorporated by reference to the annual report on Form 10-K filed by the Company on April 8, 2022)

Description of the Registrant’s Securities

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 General We are currently authorized to issue up to 1,500,000,000 shares of Common Stock, and 50,000,000 shares of preferred stock, par value $0.0001 per share, of which none were issued and outstanding as of the date of this Annual Report. All of our issued and outstandin

Convertible Promissory Note Dated June 21, 2021 (incorporated by reference to the annual report on Form 10-K filed by the Company on April 8, 2022)

EX-4.2 3 ex4-2.htm

Third Amendment to the Convertible Note Purchase Agreement between the Registrant, Citrine SAL and Other (incorporated by reference to the annual report on Form 10-K filed on April 8, 2022).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55680 CITRINE GLOBAL, CORP. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ T

NT 10-K 1 formnt10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 1

16.1 Letter from Kesselman & Kesselman, certified public accountants, a member firm of PricewaterhouseCoopers International Limited dated February 17, 2022.

Exhibit 16.1 February 17, 2022 Securities and Exchange Commission Washington D.C. 20549 Ladies and Gentlemen: We have read Citrine Global Corp.?s statements included under Item 4.01 of its Form 8-K dated February 17, 2022, and we agree with such statements as they pertain to us. Very truly yours, /s/ Kesselman & Kesselman Certified Public Accountants (Isr.) A member firm of PricewaterhouseCoopers

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 15, 2022 CITRINE GLOBAL, CORP.

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 8, 2022 CITRINE GLOBAL, CORP.

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 18, 2022 CITRINE GLOBAL, CORP.

10.1 Fourth Amendment to the Convertible Note Purchase Agreement

Exhibit 10.1 January 4, 2022 Re: Fourth Amendment to Convertible Note Purchase Agreement dated April 1, 2020 Reference is made to the following: (i) Convertible Note Purchase Agreement, dated April 1, 2020, (the ?Convertible Note Agreement?) entered by and among Citrine Global, Corp. (the ?Company?), Citrine S A L Investment & Holdings Ltd, WealthStone Private Equity Ltd, WealthStone Holdings Ltd,

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 5, 2022 CITRINE GLOBAL, CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

DEF 14C 1 def14-c.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement CITRINE GLOBAL, CORP (Name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended September 30, 2021; or ☐ Transition Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended September 30, 2021; or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission file number 000-55680 CITRINE

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 20, 2021 CITRINE GLOBAL, CORP.

Citrine Global Presentation dated August 19, 2021

EX-99.1 2 ex99-1.htm Exhibit 99.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended June 30, 2021; or ☐ Transition Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q MARK ONE ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended June 30, 2021; or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to CITRINE GLOBAL, CORP (Exact name of registran

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 9, 2021 (August 3, 2021) CITRINE GLOBAL, CORP. Delaware 000-55680 68-0080601 (State or Other Jurisdiction (commission (IRS Employer Of incorporation) File Numbe

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 24, 2021 (June 24, 2021) CITRINE GLOBAL, CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: March 31, 2021 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-5

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 30, 2021 (April 29, 2021) CITRINE GLOBAL, CORP.

Description of the Registrant’s Securities

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 General We are currently authorized to issue up to 1,500,000,000 shares of Common Stock, and 50,000,000 shares of preferred stock, par value $0.0001 per share, of which none were issued and outstanding as of the date of this Annual Report. All of our issued and outstandin

Form of Amendment 2 to Convertible Note Purchase Agreement between the Registrant, Citrine S A L Investment & Holdings Ltd. and others dated April 12, 2021 (incorporated by reference to the annual report on Form 10-K filed by the Company on April 15, 2021).

Exhibit 10.9 April 12, 2021 Citrine Global, Corp. Board of Directors Re: Second Amendment to Convertible Note Purchase Agreement dated April 1, 2020 Reference is made to that certain Convertible Note Purchase Agreement, dated April 1, 2020, entered by and among Citrine Global, Corp. (the ?Company?), Citrine S A L Investment & Holdings Ltd, WealthStone Private Equity Ltd, WealthStone Holdings Ltd,

Consulting Agreement between the Registrant and Ilan Ben-Ishay, dated July 2020 (incorporated by reference to the annual report on Form 10-K filed on April 15, 2021)..

Exhibit 10.15 Citrine Global Corp - Consulting Agreement This consulting agreement (this ?Agreement?) is made as of the day of July 2020, by and between Citrine Global, Corp., a Delaware Corporation quoted by the OTC Markets Group OTCQB tier under the symbol ?CTGL?, with offices at 3 Hamelacha St, Tel Aviv, 6721503, Israel (?Citrine Global ?, ?Company?), and Ilan Ben Ishay, Israeli I.D. No 0235402

Consulting Agreement between the Registrant and Ora Elharar Soffer, dated July 2020 (incorporated by reference to the annual report on Form 10-K filed on April 15, 2021).

EX-10.13 7 ex10-13.htm Exhibit 10.13 Citrine Global Corp - Consulting Agreement This consulting agreement (this “Agreement”) is made as of the day of July 2020, by and between Citrine Global, Corp., a Delaware Corporation quoted by the OTC Markets Group OTCQB tier under the symbol “CTGL”, with offices at 3 Hamelacha St, Tel Aviv, 6721503, Israel (“Citrine Global “, “Company”), and Ora Meir Soffer,

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55680 CITRINE GLOBAL, CORP.

Form of Subscription Agreement between the Registrant and Nanomedic Technologies Ltd., dated June 22, 2020 (incorporated by reference to the annual report on Form 10-K filed by the Company on April 15, 2021).

Exhibit 10.11 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this ?Agreement?), is made as of June 22, 2020 (?Date of Signing?), by and between Nanomedic Technologies Ltd., a company organized under the laws of the State of Israel (the ?Company?) and the investors listed on Exhibit A attached hereto (the ?Investor(s)? and together with the Company, the ?Parties? ). WHEREAS The Board of Direct

Share Exchange Agreement between the Registrant and Intelicanna Ltd., dated May 31, 2020 (Hebrew version) (incorporated by reference to the annual report on Form 10-K filed by the Company on April 15, 2021).

Consulting Agreement between the Registrant and Ilanit Halperin, dated July 2020 (incorporated by reference to the annual report on Form 10-K filed on April 15, 2021)..

Exhibit 10.14 Citrine Global Corp - Consulting Agreement This consulting agreement (this ?Agreement?) is made as of the day of July 2020, by and between Citrine Global, Corp., a Delaware Corporation quoted by the OTC Markets Group OTCQB tier under the symbol ?CTGL?, with offices at 3 Hamelacha St, Tel Aviv, 6721503, Israel (?Citrine Global ?, ?Company?), and Ilanit Halperin, Israeli I.D. No 024596

Loan Agreement between the Registrant, CTGL – Citrine Global Israel Ltd. and Intelicanna Ltd., dated June 25, 2020 (Hebrew version) (incorporated by reference to the annual report on Form 10-K filed by the Company on April 15, 2021).

EX-10.12 6 ex10-12.htm

Financial Statements and Exhibits, Other Events

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 5, 2021 CITRINE GLOBAL, CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-55680 68-0080601 (State or Other Jurisdiction of Incorporation)

PRESS RELEASE

EX-99.1 2 ex99-1.htm Exhibit 99.1 PRESS RELEASE For immediate release Citrine Global, Corp. (OTCQB: CTGL) announces that the loan provided to Intelicanna Ltd. (TASE: INTL) in July 2020 under the loan agreement entered between the parties, has been repaid. Tel-Aviv, April 5, 2021 (GLOBE NEWSWIRE) — Citrine Global, Corp. (OTCQB: CTGL) (“Citrine Global”) is pleased to update that on March 31, 2021 th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 000-24431 Commission File Number (Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-CEN [ ] Form N-CSR For Period Ended: December 31, 2020 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [

Other Events -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 4, 2021 (December 30, 2020) CITRINE GLOBAL, CORP.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [X] Definitive Information Statement CITRINE GLOBAL, CORP. (Name of

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [ ] Definitive Information Statement CITRINE GLOBAL, CORP. (Name of

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: September 30, 2020 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55680 CITRINE GLO

Amendment dated June 12, 2020 to Convertible Note dated April 1, 2020 (Series A Warrants and Series B Warrants)

EX-4.1 4 ex4-1.htm Exhibit 4.1

Composite Copy of the Company’s Certificate of Incorporation as amended on May 14, 2020 and June 24, 2020

EX-3.2 3 ex3-2.htm Exhibit 3.2 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CITRINE GLOBAL, CORP. Citrine Global, Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies as follows: 1. The name of the Corporation is Citrine Global, Corp. The date of the filing of its original Certificate of Incorporation with the Secre

Certificate of Elimination of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of the Company

Exhibit 3.1 CITRINE GLOBAL, CORP. CERTIFICATE OF ELIMINATION OF CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK ********** Citrine Global, Corp., a corporation organized and existing under the laws of the State of Delaware, in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL

Regulation FD Disclosure -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 9, 2020 (October 8, 2020) CITRINE GLOBAL, CORP.

Other Events -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 6, 2020 (September 17, 2020) CITRINE GLOBAL, CORP.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 9, 2020 (September 3, 2020) CITRINE GLOBAL, CORP.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 26, 2020 (August 26, 2020) CITRINE GLOBAL, CORP.

Quarterly Report -

10-Q 1 form10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: June 30, 2020 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-556

Other Events

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 4, 2020 (August 4, 2020) TECHCARE CORP. (Exact Name of Registrant as Specified in Its Charter) (in process of name change to CITRINE GLOBAL, CORP.) Delaware 000

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 29, 2020 (November 14, 2019) TECHCARE CORP.

Exhibit 20: Press release: “Citrine Global Corp. (OTCQB: TECR) Joins a Venture to Establish a “Cannovation Center” - Cannabis Innovation Center - in Israel to Address the Needs of the Emerging Cannabis, CBD and Hemp Industry”

Exhibit 20 PRESS RELEASE For immediate release Citrine Global Corp. (OTCQB: TECR) Joins a Venture to Establish a “Cannovation Center” - Cannabis Innovation Center - in Israel to Address the Needs of the Emerging Cannabis, CBD and Hemp Industry Citrine Global is currently trading as TechCare Corp. (TECR). Its name change to “Citrine Global, Corp.” is expected to take effect soon. July 22, 2020 On J

Other Events, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 22, 2020 (July 21, 2020) TECHCARE CORP. (Exact Name of Registrant as Specified in Its Charter) (in process of name change to CITRINE GLOBAL, CORP.) Delaware 000-5

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: March 31, 2020 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55680 TECHCARE CORP.

Exhibit 20: Press release: “Citrine Global (OTCQB: TECR) Signed Two Additional Agreements; Services Agreement & Loan Agreement; with Intelicanna (TASE: INTL), in Addition to the Share Acquisition Agreement Signed May 2020”

EX-20 2 ex20.htm Exhibit 20 PRESS RELEASE For immediate release Citrine Global (OTCQB: TECR) Signed Two Additional Agreements with Intelicanna (TASE: INTL) – a Services Agreement and a Loan Agreement - following the Agreement dated May 2020 for Acquisition of Intelicanna Shares Citrine Global is currently trading as TechCare Corp. (TECR). Its name change to “Citrine Global Corp.” is expected to ta

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 29, 2020 (June 25, 2020) TECHCARE CORP.

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 24, 2020 (June 22, 2020) TECHCARE CORP.

Exhibit 20: Press release: “Citrine Global Corp. (OTCQB: TECR) Announces Strategic investment in Nanomedic, a Medical Nanotechnology Company with Breakthrough Technology for Wound Treatment”

Exhibit 20 Citrine Global Corp. (OTCQB: TECR) Announces Strategic investment in Nanomedic, a Medical Nanotechnology Company with Breakthrough Technology for Wound Treatment Citrine Global Corp., offering multi-strategy expansion solutions for growth-stage technology companies, participates in an exclusive funding round in Nanomedic, an Israeli medical company with unique technology of nanofiber ‘s

Other Events -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 15, 2020 (June 10, 2020) TECHCARE CORP.

Form of Amendment 1 to Convertible Note Purchase Agreement between the Registrant, Citrine S A L Investment & Holdings Ltd. and others dated June 12, 2020 (Series A Warrants and Series B Warrants) (incorporated by reference to the Current Report on Form 8-K filed by the Company on June 12, 2020).

Exhibit 10.1 AMENDMENT 1 TO CONVERTIBLE NOTE PURCHASE AGREEMENT This Amendment (“Amendment 1”) to that certain Convertible Note Purchase Agreement dated April 1, 2020 by and between TechCare Corp. (the “Company”) and Citrine S A L Investment & Holdings Ltd, WealthStone Private Equity Ltd, WealthStone Holdings Ltd, Golden Holdings Neto Ltd, Beezz Home Technologies Ltd, Citrine Biotech 5 LP, Citrine

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 12, 2020 (June 12, 2020) TECHCARE CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-55680 68-0080601 (State or Other Jurisdiction of Incor

Exhibit 20: Press release: “Citrine Global Corp (OTCQB: TECR) Announces It Has Received an Amount of $1M from its Owner Partners & Affiliates”

Exhibit 20 PRESS RELEASE For immediate release Citrine Global Corp (OTCQB: TECR) Announces It Has Received an Amount of $1M from its Owner Partners & Affiliates Citrine Global Corp.

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 1, 2020 (May 31, 2020) TECHCARE CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-55680 68-0080601 (State or Other Jurisdiction of Incorpo

Exhibit 20: Press release: “Citrine Global Corp. Enters into a Share Exchange Agreement with Intelicanna Ltd.”

Exhibit 20 Citrine Global Corp (OTCQB: TECR) Announces Strategic Cooperation with Intelicanna Ltd.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 27, 2020 (May 26, 2020) TECHCARE CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-55680 68-0080601 (State or Other Jurisdiction of Incorpo

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, 8-K, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 11, 2020 (May 7, 2020) TECHCARE CORP.

Subscription Agreement between the Registrant and Y.M.Y Industry Ltd. dated April 15, 2019.

Exhibit 10.18

Consultancy Agreements between the Registrant and Yossef De Levie and Oren Traistman respectively are described in Item 11 and in Note 14 of Item 8 of this annual report.

Exhibit 10.17

Employment Agreement between Novomic Ltd. and Osnat Philipp, which became effective on January 1, 2019.

Exhibit 10.15

Annual Report -

10-K 1 form10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55680 TE

Subscription Agreement between the Registrant and Y.M.Y Industry Ltd. dated August, 2019 (incorporated by reference to the Current Report on Form 8-K filed by the Company on August 26, 2019).

EX-10.22 6 ex10-22.htm Exhibit 10.22

Letter to Shareholders

Exhibit 99.1 Letter to Shareholders To Our Shareholders, This is the first time that, on behalf of TechCare new management and board, I am addressing you, our shareholders, and I am bringing with me a message of change and renewal. As the new Chairperson and CEO, it is important for me to convey a clear, transparent, message on the process that we have gone through in the past few months and discl

Subscription Agreement between the Registrant and Traistman Radziejewski Fundacja Ltd dated April 10, 2019.

EX-10.19 5 ex10-19.htm Exhibit 10.19

Subscription Agreement between the Registrant and Traistman Radziejewski Fundacja Ltd dated November 14, 2019.

Exhibit 10.23

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [X] Definitive Information Statement TECHCARE CORP. (Name of registrant as spec

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [ ] Definitive Information Statement TECHCARE CORP. (Name of registrant as spec

Information Presentation

EX-10.1 2 ex10-1.htm Exhibit 10.1

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 23, 2020 (April 19, 2020) TECHCARE CORP.

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 2, 2020 (April 1, 2020) TECHCARE CORP.

Convertible Note Purchase Agreement between the Registrant, Citrine S A L Investment & Holdings Ltd. and others dated April 1, 2020 (incorporated by reference to the Current Report on Form 8-K filed by the Company on April 2, 2020).

Exhibit 10.1 CONVERTIBLE NOTE PURCHASE AGREEMENT This CONVERTIBLE NOTE PURCHASE AGREEMENT (the “Agreement”), dated April 1, 2020, by and between TechCare Corp., a Delaware corporation, having a principal place of business at 1140 Avenue of the Americas, New York, NY, USA (the “Company”), and Citrine S A L Investment & Holdings Ltd and additional entities listed on Appendix A, which are all affilia

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 30, 2020 (March 30, 2020) TECHCARE CORP.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 18, 2020 (March 17, 2020) TECHCARE CORP.

Unregistered Sales of Equity Securities, Changes in Control of Registrant

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 11, 2020 (March 5, 2020) TECHCARE CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-55680 68-0080601 (State or Other Jurisdiction of Inco

Unregistered Sales of Equity Securities, Changes in Registrant's Certifying Accountant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 4, 2020 (February 27, 2020) TECHCARE CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-55680 68-0080601 (State or Other Jurisdiction of I

Letter from BDO Ziv Haft, to the SEC, dated March 4, 2020, regarding the statements made in this Current Report on Form 8-K.

Exhibit 16.1 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by TechCare Corp. (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K of TechCare Corp. dated March 4, 2020. We agree with the statements concerning our Firm contained therein. Very trul

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 27, 2020 (February 23, 2020) TECHCARE CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-55680 68-0080601 (State or Other Jurisdiction

Amended and Restated Common Stock Purchase Agreement between the Registrant, Citrine S A L Investment & Holdings Ltd. and others dated February 23, 2020 (incorporated by reference to the Current Report on Form 8-K filed by the Company on February 27, 2020).

EX-10.1 2 ex10-1.htm Exhibit 10.1 AMENDED AND RESTATED TECHCARE CORP. COMMON STOCK PURCHASE AGREEMENT This Amended and Restated Common Stock Purchase Agreement (this “Agreement”) is dated as of February 23, 2020 and amends and restates the Common Stock Purchase Agreement dated January 6, 2020, and is among (1) TechCare Corp., a Delaware corporation (the “Company”), (2) the Company’s directors and

BRDT / BreedIT Corp. DEF 14C - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [X] Definitive Information Statement TECHCARE CORP. (Name of registrant as spec

TECR / TechCare Corp. PRE 14C - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [ ] Definitive Information Statement TECHCARE CORP. (Name of registrant as spec

Other Events

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 15, 2020 (January 6, 2020) TECHCARE CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-55680 68-0080601 (State or Other Jurisdiction of

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 9, 2020 (January 6, 2020) TECHCARE CORP.

Common Stock Purchase Agreement between the Registrant, Citrine S A L Investment & Holdings Ltd. and others dated January 6, 2020 (incorporated by reference to the Current Report on Form 8-K filed by the Company on January 9, 2020).

Exhibit 10.1 TECHCARE CORP. COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (this “Agreement”) is dated as of January 6, 2020, and is among TechCare Corp., a Delaware corporation (the “Company”), the Company’s directors and Citrine S A L Investment & Holdings Ltd. on behalf of itself and/or any of its limited partners and/or any other entities, as designated by it from time to

Share Purchase Agreement between the Registrant, Novomic Ltd. and Traistman Radziejewski Fundacja Ltd. dated January 6, 2020 (incorporated by reference to the Current Report on Form 8-K filed by the Company on January 9, 2020).

EX-10.2 3 ex10-2.htm Exhibit 10.2 Execution Copy SHARE PURCHASE AGREEMENT This Share Purchase Agreement (the “Agreement”) is made and entered into as of January 6, 2020 (“Signing Date”), by and between Traistman Radziejewski Fundacja Ltd., an Israeli Corporation (Company No. 514498856), of 10 Shaham St., Shoham, Israel (the “Buyer”); TechCare Corp. a Delaware corporation, of 1140 Avenue of the Ame

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 30, 2019 (December 22, 2019) TECHCARE CORP.

TECR / TechCare Corp. 10-Q - Quarterly Report -

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: September 30, 2019 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0

TECR / TechCare Corp. NT 10-Q - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-55680 CUSIP Number: 87832Q103 (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: September 30, 2019 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 25, 2019 (October 23, 2019) TECHCARE CORP.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 10, 2019 (October 6, 2019) TECHCARE CORP.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 20, 2019 (September 19, 2019) TECHCARE CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-55680 68-0080601 (State or Other Jurisdictio

Certificate of Designation of Series A Convertible Preferred Stock

TECHCARE CORP. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Tali Dinar, does hereby certify that: 1. She is the Chief Financial Officer of TechCare Corp., a Delaware corporation (the “Corporation”). 2. The Corporation is authorized to issue 50,000,000 shares

Form of Subscription Agreement

EX-10.1 3 ex10-1.htm THIS SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S PROMULGATED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SHARES THAT AR

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 26, 2019 (August 20, 2019) TECHCARE CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-55680 68-0080601 (State or Other Jurisdiction of I

TECR / TechCare Corp. 10-Q - Quarterly Report -

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended: June 30, 2019 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 25, 2019 (July 22, 2019) TECHCARE CORP.

TECR / TechCare Corp. 10-Q/A - Quarterly Report -

10-Q/A 1 form10-qa.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commiss

Subscription Agreement executed by and between Tech Care Corp. and Microdel Ltd., dated April 28, 2019.

THIS SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SHARES OF COMMON STOCK (THE “OFFERING”), IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.

Subscription Agreement executed by and between Tech Care Corp. and Traistman Radziejewski Fundacja Ltd., dated April 28, 2019.

EX-10.2 3 ex10-2.htm THIS SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SHARES OF COMMON STOCK (THE “OFFERING”), IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S PROMULGATED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SHARES THAT ARE SUBJ

TECR / TechCare Corp. 10-Q Quarterly Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55680 TECHCARE CORP. (

Subscription Agreement executed by and between Tech Care Corp. and Y.M.Y. Industry Ltd., dated April 28, 2019.

EX-10.1 2 ex10-1.htm THIS SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SHARES OF COMMON STOCK (THE “OFFERING”), IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S PROMULGATED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SHARES THAT ARE SUBJ

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 28, 2019 TECHCARE CORP. (Exact name of registrant as specified in its charter) Delaware 000-55680 68-0080601 (State or other jurisdiction of incorporation) (Commission F

Letter from Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, to the SEC, dated April 29 2019, regarding the statements made in this Current Report on Form 8-K.

Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by TechCare Corp. (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K of TechCare Corp. dated April 25, 2019. We agree with the statements concerning our Firm contained therein. Very truly yours, /s/

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): April 25, 2019 TECHCARE CORP. (Exact Name of Registrant as Specified in its Charter) Commission File No.: 000-55680 Delaware 68-0080601 (State of Incorporation) (I.R.S. Employer Ident

TECR / TechCare Corp.

As filed with the Securities and Exchange Commission on March 28, 2019 Registration No.

Subscription Agreement between the Registrant and Traistman Radziekewski Fundacja Ltd., dated August 8, 2018.

EX-10.6 8 ex10-6.htm THIS SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SHARES OF COMMON STOCK (THE “OFFERING”), IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S PROMULGATED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SHARES THAT ARE SUBJ

Employment Agreement between the Registrant and Tali Dinar, dated January 20, 2019.

EX-10.12 21 ex10-12.htm

Subscription Agreement between the Registrant and Marius Nacht dated November 14, 2018.

EX-10.7 10 ex10-7.htm THIS SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SHARES OF COMMON STOCK (THE “OFFERING”), IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S PROMULGATED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SHARES THAT ARE SUB

TECR / TechCare Corp. (Annual Report)

10-K 1 form10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55680 TE

2018 Stock Incentive Plan (incorporated by reference to the annual report on Form 10-K filed by the Company on March 28, 2019).

TECHCARE CORP. 2018 STOCK INCENTIVE PLAN Unless otherwise defined, terms used herein shall have the meaning ascribed to them in Section 2 hereof. 1. PURPOSE; TYPES OF AWARDS; CONSTRUCTION. 1.1. Purpose. The purpose of this 2018 Stock Incentive Plan (as amended, this “Plan”) is to afford an incentive to Service Providers of TechCare Corp., a Delaware corporation (together with any successor corpora

Employment between the Registrant and Nir Shemesh, dated September 9, 2018.

EX-10.13 30 ex10-13.htm

Form of Registrant Indemnification Agreement.

EX-10.14 12 ex10-14.htm FORM OF INDEMNIFICATION AGREEMENT This Agreement is made as of the day of , 20, by and between TechCare Corp., a Delaware corporation (the “Corporation”), and (“Indemnitee”), a director and/or officer of the Corporation. WHEREAS, it is essential to the Corporation to retain and attract as directors and officers the most capable persons available; WHEREAS, it is the express

Amended and Restated Bylaws of the Registrant, effective as of November 2018 (incorporated by reference to the annual report on Form 10-K filed by the Company on March 28, 2019).

EX-3.2 3 ex3-2.htm AMENDED AND RESTATED BY-LAWS OF TECHCARE CORP. (the “Corporation”) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Corporation’s board of directors (“Board of Director

Subscription Agreement between the Registrant and Y.M.Y Industry Ltd., dated August 8, 2018, as amended.

EX-10.5 7 ex10-5.htm Exhibit 10.5 THIS SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SHARES OF COMMON STOCK (THE “OFFERING”), IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S PROMULGATED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SHARES

Subscription Agreement between the Registrant and Ran Tuttnauer Family Ltd., dated June 28, 2018.

THIS SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SHARES OF COMMON STOCK (THE “OFFERING”), IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.

Termination Agreement between the Registrant, Novomic Ltd. and Doron Biran, dated February 13, 2019.

EX-10.15 13 ex10-15.htm TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (the “Agreement”) is made as of the 13 day of February 2019 by and among Novomic Ltd., with principal offices at 23 Ha’ melacha St., Rosh-Haayin, Israel (the “Company”), and Doron Biran (the “Service Provider”) WHEREAS, in June 2018, the Company and Service Provider entered in that certain Services Agreement (the “Services Ag

Subscription Agreement between the Registrant and China-Israel Biological Technology Co. Ltd. dated January 21, 2019.

EX-10.8 11 ex10-8.htm THIS SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SHARES OF COMMON STOCK (THE “OFFERING”), IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S PROMULGATED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SHARES THAT ARE SUB

First Amended and Restated Certificate of Incorporation of the Registrant, effective as of January 9, 2019 (incorporated by reference to the annual report on Form 10-K filed by the Company on March 28, 2019).

State of Delaware Secretary of State Division of Corporations Delivered 01:24 PM 01/09/2019 FILED 01:24 PM 01/09/2019 SR 20190161460 - File Number 4828771 FIRST AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TECHCARE CORP.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): March 18, 2019 TECHCARE CORP. (Exact Name of Registrant as Specified in its Charter) Commission File No.: 000-55680 Delaware 68-0080601 (State of Incorporation) (I.R.S. Employer Ident

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): February 13, 2019 TECHCARE CORP. (Exact Name of Registrant as Specified in its Charter) Commission File No.: 000-55680 Delaware 68-0080601 (State of Incorporation) (I.R.S. Employer Id

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): January 28, 2019 (November 14, 2018) TECHCARE CORP. (Exact Name of Registrant as Specified in its Charter) Commission File No.: 000-55680 Delaware 68-0080601 (State of Incorporation)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): January 22, 2019 TECHCARE CORP. (Exact Name of Registrant as Specified in its Charter) Commission File No.: 000-55680 Delaware 68-0080601 (State of Incorporation) (I.R.S. Employer Ide

TechCare appoints Tali Dinar, former MICT Inc. (NASDAQ:MICT) as its Chief Financial Officer

TechCare appoints Tali Dinar, former MICT Inc. (NASDAQ:MICT) as its Chief Financial Officer New York, NY - TechCare Corp. (OTCQB: TECR), a technology company with a revolutionary delivery platform that uses vapor technology for natural health, wellness and beauty treatments, today announced that it appointed Tali Dinar, former MICT Inc. (NASDAQ:MICT) executive, as its new Chief Financial Officer.

Joint Venture Contract between the Registrant and China-Israel Biological Technology Co. Ltd.

EX-10.1 2 ex10-1.htm CHINESE-FOREIGN JOINT VENTURE China-Israel Biological Technology Co., Ltd. AND Novomic Ltd. JOINT VENTURE CONTRACT CONTENTS Chapter 1 General 3 Chapter 2 Parties to the Joint Venture Company 3 Chapter 3 Joint Venture Company 3 Chapter 4 Aim and Business Scope 4 Chapter 5 Total Investment and Registered Capital 5 Chapter 6 Responsibility of the Parties hereto 7 Chapter 7 Techni

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): January 22, 2019 TECHCARE CORP. (Exact Name of Registrant as Specified in its Charter) Commission File No.: 000-55680 Delaware 68-0080601 (State of Incorporation) (I.R.S. Employer Ide

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): December 26, 2018 (December 18, 2018) TECHCARE CORP. (Exact Name of Registrant as Specified in its Charter) Commission File No.: 000-55680 Delaware 68-0080601 (State of Incorporation)

TECR / TechCare Corp. DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [X] Definitive Information Statement TECHCARE CORP. (Exact name of registrant a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. 1)

PRER14C 1 formprer14c.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. 1) Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [ ] Definitive Information Statemen

December 4, 2018

December 4, 2018 SUBMITTED VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Letter of Resignation of Mr. Haim Lampert dated November 14, 2018, filed herewith.

Exhibit 17.1 November 14, 2018 To: TechCare Corp. Board of Directors Re: Notice of Resignation from Board of Directors of the Company Dear All, I hereby submit my resignation, effective immediately, from my duties as a member of the Board of Directors of TechCare Corp., in order to allow me to pursue other business opportunities. I have had no disagreements with the Corporation’s operations, polic

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): November 14, 2018 (November 14, 2018) TECHCARE CORP. (Exact Name of Registrant as Specified in its Charter) Commission File No.: 000-55680 Delaware 68-0080601 (State of Incorporation)

Amended Subscription Agreement between the Registrant and Y.M.Y Industry Ltd., dated October 28, 2018

THIS SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SHARES OF COMMON STOCK (THE “OFFERING”), IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.

Subscription Agreement between the Registrant and Traistman Radziejewski Fundacja Ltd., dated August 8, 2018

THIS SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SHARES OF COMMON STOCK (THE “OFFERING”), IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.

Form of Employment Agreement by and between the Company and Mr. Nir Shemesh

EMPLOYMENT AGREEMENT Executed on September 9, 2018 This Employment Agreement (the “Agreement”) is entered into by and between Novomic Ltd.

Subscription Agreement between the Registrant and Y.M.Y Industry Ltd., dated August 8, 2018

THIS SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SHARES OF COMMON STOCK (THE “OFFERING”), IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.

TECR / TechCare Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55680 TECHCARE COR

TECR / TechCare Corp. PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [ ] Definitive Information Statement TECHCARE CORP. (Exact name of registrant a

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): October 10, 2018 TECHCARE CORP. (Exact Name of Registrant as Specified in its Charter) Commission File No.: 000-55680 Delaware 68-0080601 (State of Incorporation) (I.R.S. Employer Ide

TECR / TechCare Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55680 TECHCARE CORP. (E

Service Agreement between the Registrant and Doron Biran, dated July 16, 2018 (incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on July 20, 2018).

EX-10.1 2 ex10-1.htm [Free translation into English of an Hebrew Original Document] Services Agreement Which was prepared and signed on June , 2018 By and Between Novomic Ltd. Private Company 514243351 Of 23 HaMelacha Street, Rosh Ha’ayin (the “Company”) on the one hand; And Doron Biran Authorized Dealer 022062897 Of 22 Nahal Ga’aton Street, Modi’in (the “Service Provider”) on the other hand; WHER

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): July 16, 2018 TECHCARE CORP. (Exact Name of Registrant as Specified in its Charter) Commission File No.: 000-55680 Delaware 68-0080601 (State of Incorporation) (I.R.S. Employer Identi

TECR / TechCare Corp. / Ymy Industries Ltd. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.)* TechCare Corp. (Name of Issuer) Shares of Common Stock, nominal value $0.0001 per share (Title of Class of Securities) 87832Q 103 (CUSIP Number) Zvi Yemini YMY Industries Ltd. 38 Yefet St., Tel Aviv-Yafo, Israel Tel: 972-3-7503060 Fax: 972-3-7503057 Name,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55680 TECHCARE CORP. (

Advance Investment Agreement between the Registrant and Y.M.Y Industry Ltd. and Traistman Radziejewski Fundacja Ltd., dated October 10, 2017, as amended on November 14, 2017.

Exhibit 10.4 ADVANCE INVESTMENT AGREEMENT THIS ADVANCE INVESTMENT AGREEMENT (this “Agreement”) is entered into as of October 10, 2017, by and among TechCare Corp., a Delaware corporation (the “Company”), and the Investors listed in Schedule 1 attached hereto (each an “Investor” and together, the “Investors”). WHEREAS, the Investors, severally and not jointly, have agreed to provide the Company wit

Certificate of Incorporation of the Registrant, as amended, effective as of October 13, 2016.

EX-3.1 2 ex3-1.htm Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF INCORPORATION OF TECHCARE CORP. (AS AMENDED) FIRST: The name of the Registrant is: TechCare Corp. SECOND: The registered office in the State of Delaware is to be located at 113 Barksdale Professional Center, Newark, Delaware, County of New Castle, Zip Code 19711. The registered agent in charge thereof is Intercorp, Inc. THIRD: The pur

Form of Stock Option Award Letter under the 2017 Employee Incentive Plan (incorporated by reference from our Form 10-K filed April 2, 2018).

Exhibit 10.2 TechCare Corp. 2017 Employee Stock Option Award Plan Form of Stock Option Award Letter Date: [] [] Dear Madame/Sir: Effective as of [] (the “Award Date”), TechCare Corp. or its wholly-owned Israeli subsidiary, Novomic Ltd (together, the “Company”) agreed to grant or formally ratified a prior grant to you an option (“Option”) to purchase [] Shares of common stock, par value $0.0001 (th

Subscription Agreement between the Registrant and Y.M.Y Industry Ltd., dated November 14, 2017.

Exhibit 10.5 THIS SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SHARES OF COMMON STOCK (THE “OFFERING”), IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S PROMULGATED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SHARES THAT ARE SUBJECT TO T

Subscription Agreement between the Registrant and Y.M.Y Industry Ltd., dated January 9, 2017.

EX-10.3 5 ex10-3.htm Exhibit 10.3 THIS SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SHARES OF COMMON STOCK (THE “OFFERING”), IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S PROMULGATED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SHARES

TECR / TechCare Corp. 10-K (Annual Report)

10-K 1 form10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55680 TE

2017 Employee Incentive Plan (incorporated by reference from our Form 10-K filed April 2, 2018).

Exhibit 10.1 TECHCARE CORP. 2017 EMPLOYEE INCENTIVE PLAN SECTION 1. INTRODUCTION 1.1 Establishment. Effective as provided in Section 17, TechCare Corp., a Delaware corporation (the “Company”), hereby establishes this plan of stock-based compensation for selected Eligible Participants of the Company. This Plan shall be known as the TechCare Corp. 2017 Employee Incentive Plan (the “Plan”). 1.2 Purpo

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): March 27, 2018 TECHCARE CORP. (Exact Name of Registrant as Specified in its Charter) Commission File No.: 000-55680 Delaware 68-0080601 (State of Incorporation) (I.R.S. Employer Ident

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): March 7, 2018 (March 7, 2018) TECHCARE CORP. (Exact Name of Registrant as Specified in its Charter) Commission File No.: 000-55680 Delaware 68-0080601 (State of Incorporation) (I.R.S.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): February 21, 2018 (February 20, 2018) TECHCARE CORP. (Exact Name of Registrant as Specified in its Charter) Commission File No.: 000-55680 Delaware 68-0080601 (State of Incorporation)

Letter of Resignation of Mr. Mordechai Bignitz dated February 20, 2018, filed herewith.

Exhibit 17.1 February 20, 2018 To: TechCare Corp. Board of Directors Re: Notice of Resignation from Board of Directors of the Company Dear All, I hereby submit my resignation, effective immediately, from my duties as a member of the Board of Directors of TechCare Corp., in order to allow me to pursue other business opportunities. I have had no disagreements with the Corporation?s operations, polic

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): January 16, 2018 (December 31, 2017) TECHCARE CORP. (Exact Name of Registrant as Specified in its Charter) Commission File No.: 000-55680 Delaware 68-0080601 (State of Incorporation)

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): December 26, 2017 (December 19, 2017) TECHCARE CORP. (Exact Name of Registrant as Specified in its Charter) Commission File No.: 000-55680 Delaware 68-0080601 (State of Incorporation)

Other Events, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): November 20, 2017 TECHCARE CORP. (Exact Name of Registrant as Specified in its Charter) Commission File No.: 000-55680 Delaware 68-0080601 (State of Incorporation) (

TechCare Announces Termination of Proposed Merger with Natur

EX-99.1 2 ex99-1.htm TechCare Announces Termination of Proposed Merger with Natur New York, NY, November 20, 2017 /PRNewswire/ -TechCare Corp. (OTCQB: TECR) (“TechCare”), today announced that the memorandum of understanding between TechCare and Naturalicious Holding B.V. (“Natur”), pursuant to which TechCare was to acquire certain assets, operations and activities of Natur was terminated by mutual

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): November 15, 2017 (November 14, 2017) TECHCARE CORP. (Exact Name of Registrant as Specified in its Charter) Commission File No.: 000-55680 Delaware 68-0080601 (State of Incorporation)

TECR / TechCare Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55680 TechCare Cor

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): October 17, 2017 TECHCARE CORP. (Exact Name of Registrant as Specified in its Charter) Commission File No.: 000-55680 Delaware 68-0080601 (State of Incorporation) (I.R.S. Employer Ide

TechCare and Natur Holdings Agree to Merge, Creating a High-Tech Healthcare and Wellness Consumer Products Leader Combination Capitalizes on the Strengths of Each, Expanding Addressable Markets and Reaching a Broader Base of Global Consumers;

EX-99.1 2 ex99-1.htm EXHIBIT 99.1 TechCare and Natur Holdings Agree to Merge, Creating a High-Tech Healthcare and Wellness Consumer Products Leader Combination Capitalizes on the Strengths of Each, Expanding Addressable Markets and Reaching a Broader Base of Global Consumers; ROSH HA’AIN, Israel, August 28, 2017 /PRNewswire/ — TechCare Corp. (OTCQB: TECR) (“TechCare”), a technology company with a

Other Events, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): August 23, 2017 TECHCARE CORP. (Exact Name of Registrant as Specified in its Charter) Commission File No.: 333-168527 Delaware 68-0080601 (State of Incorporation) (I

TECR / TechCare Corp. QUARTERLY REPORT FOR THE PERIOD ENDED JUNE 30, 2017 (Quarterly Report)

10-Q 1 tecr06302017.htm QUARTERLY REPORT FOR THE PERIOD ENDED JUNE 30, 2017 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 Commission file number: 333-168527 TechCare Corp. (Exact Name Of Registrant As Specified In Its Charter) De

EX-17.7

EXHIBIT 17.7 Josh Johnson, CPA Brooks-Keret Financial Management Kadima, Israel July 13, 2017 Board of Directors TechCare Corp. 23 Hamelacha Street, Park Afek Rosh Ha?ain, 4809173 Israel Re: Item 5.02 Departure of Directors or Certain Officers Gentlemen: I have been informed of the determination by TechCare Corp. (the Registrant?) to appoint Mr. Tzahi Geld as the new Chief Financial Officer of the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): July 10, 2017 TECHCARE CORP. (Exact Name of Registrant as Specified in its Charter) Commission File No.: 333-168527 Delaware 68-0080601 (State of Incorporation) (I.R.S. Employer Ident

TECR / TechCare Corp. FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2017 (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 Commission file number: 333-168527 TechCare Corp. (Exact Name Of Registrant As Specified In Its Charter) Delaware 68-0080601 (State of Incorporation) (I.R.S. Employer Identification

TechCare LATE NOTIFICATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 TechCare Corp. (Full Name of Registrant) FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 333-168527 (Check One): [ ]Form 10-K [ ] Form 20-F [ ]Form 11-K [X] Form 10Q [ ] Form N-SAR [ ] For Period Ended: [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________ FORM 10-K _________________________________ ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended D

10-K 1 tecr10k2016.htm FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 Commission file number 333-168527 TechCare Corp. (Exact Name of Registrant As Specified In Its Charter) Delaware 68-0

BreedIT LATE NOTIFICATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 TechCare Corp. (Full Name of Registrant) FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 333-168527 (Check One): [X]Form 10-K [ ] Form 20-F [ ]Form 11-K [ ] Form 10Q [ ] Form N-SAR [ ] For Period Ended: [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transit

February 22, 2017

exhibit 16.2 February 22, 2017 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have read the statements included under Item 4.01 of Form 8-K dated February 22, 2017, of TechCare Corp., to be filed with the Securities and Exchange Commission and we agree with such statements insofar as they relate to our firm. We have no basis to agree or disagree with other statement

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): February 14, 2017 Tech Care Corp. (Exact Name of Registrant as Specified in its Charter) Commission File No.: 333-168527 Delaware 98-0663823 (State of Incorporation) (I.R.S. Employer

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): August 15, 2016 TechCare Corp. (Exact Name of Registrant as Specified in its Charter) Commission File No.: 333-168527 Delaware 98-0663823 (State of Incorporation) (I.R.S. Employer Ide

BreedIT FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 2016 (Quarterly Report)

10-Q 1 tecr09302016.htm FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 Commission file number: 333-168527 TechCare Corp. (Exact Name Of Registrant As Specified In Its Charter)

BreedIT LATE NOTIFICATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 BREEDIT CORP. (Full Name of Registrant) FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 333-168527] (Check One): [ ]Form 10-K [ ] Form 20-F [ ]Form 11-K [X] Form 10Q [ ] Form N-SAR [ ] For Period Ended: [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transit

EX-17

Exhibit 17.4 London October 31st 2016 Resignation Letter Erez Zino Attention: TechCare Corp Board of Directors Dear All I hereby submit my resignation, effective immediately, from my duties as a member of the Board of Directors, in order to allow me to pursue other businesses opportunities. I have had no disagreements with the Corporation's operations, policies or practices whatsoever. Best Regard

Letter of Resignation Liran Chen

Exhibit 17.5 Letter of Resignation Liran Chen TechCare Corp. Board of Directors November 10, 2016 I hereby resigned as Chief Executive Officer of TechCare Corp. f/k/a BreedIT Corp. (the "Corporation"), effective immediately. The reason for my resignation is to permit me to pursue other business matters following the closing of the merger of the Corporation with Novomic Ltd which has resulted in a

Letter of Resignation Oded Gilboa

Exhibit 17.6 Letter of Resignation Oded Gilboa TechCare Corp. Board of Directors November 10, 2016 I hereby resigned as CFO of TechCare Corp. f/k/a BreedIT Corp. (the "Registrant"), effective immediately. The reason for my resignation is to permit me to pursue other business matters following the closing of the merger of the Registrant with Novomic Ltd. I have had no disagreements with the Registr

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): August 15, 2016 TECHCARE CORP. (Exact Name of Registrant as Specified in its Charter) Commission File No.: 333-168527 BreedIT Corp. (Former name or former address, if changed since la

BreedIT DEFINITIVE INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) x Definitive Information Statement BREEDIT CORP. (Name of Registrant as

BreedIT PRELIMINARY INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement BREEDIT CORP. (Name of Registrant as

BreedIT PRELIMINARY INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement BREEDIT CORP. (Name of Registrant as

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): August 15, 2016 BREEDIT CORP. (Exact Name of Registrant as Specified in its Charter) Commission File No.: 333-168527 Delaware 98-0663823 (State of Incorporation) (I.R.S. Employer Iden

EX-17

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND CHIEF EXECUTIVE OFFICER

EX-10 5 exh322.htm EXHIBIT 32.2 Exhibit 32 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Oded Gilboa, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the quarterly report of BreedIT Corp. on Fo

BreedIT FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2016 (Quarterly Report)

10-Q 1 brdt06302016.htm FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 Commission file number: 333-168527 BREEDIT CORP. (Exact Name Of Registrant As Specified In Its Charter) Delaware 6

EX-10

Exhibit 31.1 Exhibit 31.1 BreedIT Corp. Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Oded Gilboa, certify that: 1. I have reviewed this quarterly report on Form 10-Q of BreedIT Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the cir

EX-10

EX-10 2 exh311.htm EXHIBIT 31.1 Exhibit 31.1 BreedIT Corp. Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Itschak Shrem, certify that: 1. I have reviewed this quarterly report on Form 10-Q of BreedIT Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made