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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.

 

Delaware   000-55680   68-0080601
(State or Other Jurisdiction   (commission   (IRS Employer
Of incorporation)   File Number)   Identification Number)

 

4 Haogen Street, Herzelia, Israel   4655102
(Address of Principal Executive Offices)   (Area Code)

 

+ (972) 73 7600341

(Registrant’s telephone number, including area code)

 

Not applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol   Name of each exchange on which registered
N/A   N/A   N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 4.01 Changes in Registrant’s Certifying Accountant

 

On February 15, 2022, the Board of Directors (the “Board”) of Citrine Global, Corp. (the “Company”) dismissed Kesselman & Kesselman, certified public accountants, a member firm of PricewaterhouseCoopers International Limited (“PwC”), as the Company’s independent registered public accounting firm. On February15, 2022, the Board appointed Somekh Chaikin, an independent registered public accounting firm and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited (“KPMG”), to audit the consolidated financial statements of the Company and its subsidiaries for the fiscal year ended December 31, 2021 and to re-audit the consolidated financial statements of the Company and its subsidiaries for the fiscal year ended December 31, 2020.

 

PWC’s audit reports on the consolidated financial statements of the Company and its subsidiaries as of and for the fiscal years ended December 31, 2019 and 2020 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the fiscal years ended December 31, 2019 and 2020, and through February 15, 2022, there were no (i) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) between the Company and PwC on any matter of accounting principle or practice, financial statement disclosure, or auditing scope or procedure which, if not resolved to PwC’s satisfaction, would have caused it to make reference to the matter in conjunction with its report on the Company’s consolidated financial statements for the relevant year, or (ii) reportable events as defined in Item 304(a)(1)(v) of Regulation S-K except, as previously disclosed, for a material weakness in the Company’s internal control over financial reporting attributable to (A) inadequate segregation of duties consistent with control objectives and (B)ineffective controls over period-end financial reporting and disclosure processes, for the year ended December 31, 2019 which was remediated by the Company as of December 31, 2020.

 

The Company provided PWC with a copy of the disclosures it is making in this Form 8-K and requested that PwC furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made herein. A copy of PwC’s letter, dated February17, 2022, is filed as Exhibit 16.1 to this Form 8-K.

 

During the fiscal years ended December 31, 2019 and 2020, and through February 15, 2022, neither the Company, nor anyone on behalf of the Company, consulted with KPMG with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the consolidated financial statements of the Company and its subsidiaries, and no written report or oral advice was provided by KPMG to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue or (ii) any matter that was the subject of either a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

  16.1 Letter from Kesselman & Kesselman, certified public accountants, a member firm of PricewaterhouseCoopers International Limited dated February 17, 2022.
  104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Citrine Global, Corp
     
  By: /s/ Ora Elharar Soffer
  Name:  Ora Elharar Soffer
  Title: Chairperson of the Board and CEO

 

Date: February 17, 2022

 

 

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