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)
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Delaware
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000-55680
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68-0080601
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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3
Hamelacha St., Tel Aviv, Israel
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6721503
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(Address
of Principal Executive Offices)
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(Zip
Code)
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+
(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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.0001 per share
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TECR
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OTCQB
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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 1.01 Entry into a Material Definitive
Agreement.
On June 12, 2020, concurrently with the drawdown of $1,000,000 described
in Item 2.03 below, the Registrant and the other parties (all of which are affiliates of the Registrant) to that Convertible Note
Purchase Agreement dated April 1, 2020 (“CNPA”), which was reported in the Registrant’s Current Report on Form
8-K dated April 2, 2020, entered into an amendment thereto (“Amendment 1”). Amendment 1 provides that for each draw
down the Registrant makes under the CNPA, the Buyer (defined in the CNPA) shall be entitled to receive two types of warrant. The
A Warrants will be exercisable between 6 and 12 months after issuance at 25% above average closing price of the 3 trading days
preceding the draw down. The B Warrants will be exercisable between 6 and 18 months after issuance at 50% above average closing
price of the 3 trading days preceding the draw down. The number of each of the A Warrants and B Warrants to be issued will equal
the investment amount divided by the average closing price of the 3 trading days preceding the draw down. Amendment 1 shall apply
also to any draw down the Registrant already made under the CNPA, provided that any A Warrants and B Warrants to be issued further
to a previous draw down shall have the same terms of the A Warrants and the B Warrants issued to the Buyer pursuant to the first
draw down after the execution of Amendment 1.
The foregoing description of Amendment
1 does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Amendment 1 which
is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Pursuant to the Convertible Note Purchase
Agreement, as amended, for the issuance and sale of notes for up to an aggregate principal amount of $1,800,000, which
the Registrant entered into with certain principal shareholders and other affiliates of the Registrant on April 1, 2020, as reported
in the Current Report on Form 8-K dated April 2, 2020, and which was amended on June 12, 2020 as reported in Item 1.01 above,
the Registrant, on June 12, 2020, requested, by delivering a Draw Down Notice, and received, an investment amount of $1,000,000.
The interest rate on the drawn down amount is 6% per annum and the maturity date is June 11, 2022.
The
Registrant is issuing a press release concurrently herewith, a copy of which is attached hereto and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
Exhibit 10.1: Form of Amendment 1 to Convertible Note Purchase Agreement
Exhibit 20: Press release: “Citrine Global Corp (OTCQB: TECR) Announces It Has Received an Amount of $1M from its Owner Partners & Affiliates”
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.
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TechCare
Corp.
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By:
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/s/
Ora Meir Soffer
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Name:
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Ora
Meir Soffer
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Title:
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Chairperson
of the Board and CEO
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Date:
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 High
Tech 6 LP, Citrine High Tech 7 LP, Citrine 8 LP, Citrine 9 LP and Citrine Biotech 10 LP (together, the “Buyer”)
(the “Agreement”) is dated June 12, 2020. All the entities comprising the Buyer are affiliated with
the Registrant. The Registrant and the Buyer together are referred to herein as the “Parties”.
WHEREAS:
The Parties wish to add certain terms to the Agreement.
NOW
THEREFORE, Company on the one hand and Buyer jointly and severally on the other hand hereby agree to add the terms as follows:
1.
Issuance of Warrants.
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a.
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Right
to Warrants. For each draw down the Company makes under the Agreement, the Buyer shall be entitled to an issuance of two
types of warrants of the Company (“A Warrant” and “B Warrant” and collectively: the
“Warrants”). The Warrants shall be issued on the Closing Date of each draw down pursuant to a delivery
of a Draw Down Notice from Company to Buyer.
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b.
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Terms
of A Warrant. Pursuant to each Draw Down Notice, the Company shall issue to the Buyer A Warrants for a period of one year
with an exercise price per A Warrant equal to 25% above the average of the closing price of the Company’s Common Stock
in the market during the 3 trading days immediately preceding the date on which a Draw Down Notice is provided by the Company.
The number of A Warrants to be issued by the Company will be equal to the number derived from a division of the Purchase Price
pursuant to each Draw Down Notice by the market price of the Company’s Common Stock as such is reflected by the average
of the closing price of the Company’s Common Stock in the market during the 3 trading days immediately preceding the
date on which a Draw Down Notice is provided by the Company. Each A Warrant shall be exercisable into one share of Common
Stock of the Company and shall become exercisable 6 months after its issuance.
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c.
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Terms
of B Warrant. Pursuant to each Draw Down Notice, the Company shall issue to the Buyer B Warrants for a period of two years
with an exercise price per B Warrant equal to 50% above the average of the closing price of the Company’s Common Stock
in the market during the 3 trading days immediately preceding the date on which a Draw Down Notice is provided by the Company.
The number of B Warrants to be issued by the Company will be equal to the number derived from a division of the Purchase Price
pursuant to each Draw Down Notice by the market price of the Company’s Common Stock as such is reflected by the average
of the closing price of the Company’s Common Stock in the market during the 3 trading days immediately preceding the
date on which a Draw Down Notice is provided by the Company. Each B Warrant shall be exercisable into one share of Common
Stock of the Company and shall become exercisable 6 months after its issuance.
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d.
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Previous
Draw Downs. The additional terms set forth in this Amendment 1 to the Agreement shall apply also to any draw down the
Company already made under the Agreement. Any A Warrants and B Warrants to be issued further to a previous Draw Down Notice
under the Agreement, shall have the same terms of the A Warrants and the B Warrants issued to the Buyer pursuant to the first
Draw Down Notice made under the Agreement after this Amendment 1 is executed by the Parties.
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2.
Registration Rights. All A Warrants and B Warrants issued to Buyer under the Agreement and the shares underlying such Warrants
shall be included under the term “Registrable Securities” as such term is defined in the Registration Rights Agreement
between the Company and the Buyer dated April 1, 2020.
IN
WITNESS WHEREOF, the undersigned Buyer and Company have caused this Amendment 1 to the Agreement to be duly executed as of
the date first above written.
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Name:
__________________
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Name:
_____________________
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Signature:
______________________
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Signature:
____________________
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for
and on behalf of:
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for
and on behalf of:
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TECHCARE
CORP.
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CITRINE
S A L INVESTMENT & HOLDINGS LTD
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Name:
________________________
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Name:
__________________
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Signature:
______________________
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Signature:
_______________
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for
and on behalf of:
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for
and on behalf of:
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BEEZZ HOME TECHNOLOGIES LTD
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WEALTHSTONE PRIVATE EQUITY LTD
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Name:
____________________
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Name:
__________________
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Signature:
______________________
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Signature:
_______________
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for
and on behalf of:
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for
and on behalf of:
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WEALTHSTONE
HOLDINGS LTD
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GOLDEN
HOLDINGS NETO LTD
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Name:
____________________
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Name:
__________________
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Signature:
______________________
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Signature:
_______________
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for
and on behalf of:
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for
and on behalf of:
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CITRINE BIOTECH 5 LP
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CITRINE HIGH TECH 6 LP
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Name:
__________________
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Name:
__________________
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Signature:
______________________
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Signature:
_______________
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for
and on behalf of:
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for
and on behalf of:
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CITRINE
HIGH TECH 7 LP
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CITRINE
8 LP
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Name:
____________________
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Name:
________________
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Signature:
______________________
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Signature:
_______________
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for
and on behalf of:
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for
and on behalf of:
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CITRINE
9 LP
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CITRINE
BIOTECH 10 LP
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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., offering multi-strategy expansion solutions for growth-stage technology companies, received an investment amount
of $1M from its owner partners and affiliates as sign of confidence in
the company’s current and planned activities
June
12, 2020
On June 12, 2020,
Citrine Global Corp. (OTCQB: TECR), offering multi-strategy expansion solutions for growth-stage technology companies, announced
it has received an investment in the amount of $1M from its owner partners and affiliates as sign of confidence in the company’s
current and planned activities to support its continued activities at a time of uncertainty in world capital markets caused
by the spread of the COVID-19 pandemic.
This
investment is pursuant to the Convertible Note Purchase Agreement signed between the parties for the issuance and sale of notes
for up to an aggregate principal amount of $1.8M, which was signed on April 1, 2020 and reported on April 2, 2020.
This
step is part of the company’s strategy to overcome COVID-19 quarantine measures, flight cancellations and closures, which
have delayed the company’s planned roadshow and meetings with different investors, parties and partners.
Ms.
Ora Soffer, Citrine Global’s Chairperson and CEO, commented: “This step demonstrates the confidence of Citrine Global’s
owner partners and affiliates in the company. Since the company’s Directors and Executives are based in Israel, and due
to the current travel limitations, the focus at first step is on Israel’s startups and technology market. We are in advanced
processes with various technology companies, and specifically with public companies, in the fields of health, wellness, food tech,
and medical cannabis”.
About
Citrine Global Corp.
Citrine
Global Corp.’s business activity is comprised of creating value and implementing expansion strategies for growth-stage technology
companies, offering multi-strategy solutions combining strategic marketing, business development, real estate and asset management
services and financing solutions. Such wide spectrum of services is targeted at helping create an integrated strategy that supports
our client companies in achieving their local and global expansion ambitions.
Key
Target Markets: We believe the health and wellness fields are demonstrating high growth potential and we are therefore primarily
focused on these sectors. We plan on empowering innovative companies to become global leaders and improve the health and quality
of life of as many people as possible worldwide.
Geographies:
The Company provides solutions to companies from Israel, USA, Canada, Europe and around the world through subsidiaries and local
teams and professionals in each region.
PRESS
RELEASE
For
immediate release
The
company operates in the Israeli market, via its fully-owned subsidiary, which targets Israeli startups and technology companies
in the fields of Healthcare, Wellness, Food Tech and Israeli Medical Cannabis companies.
http://www.citrine-global.com
Citrine
Global Owner Partners and Affiliates
Citrine
Global is backed by a strong, experienced group with expertise in finance, investment, business development, technology, biotech,
and real-estate.
The
owner partners include: Citrine S A L Investment & Holdings Ltd; an Israeli investment company specializing in Alternative
Investments in the fields of Technology with funds promoting Israeli startups and technology companies in the fields of High-tech,
Biotech, Health and Medical Cannabis; WealthStone, specializing in Alternative Investments in the fields of Real-Estate, Technology
and Hedge Funds; and Neto Financial Planning, one of the largest companies in the Israeli private and business financial
planning and insurance industry.
For
inquiries and further information, please contact: info@citrine-global.com
Disclaimer:
This
communication does not constitute an offer to purchase or exchange or the solicitation of an offer to sell or exchange any securities
of the Company.
This
communication contains certain statements that are neither reported financial results nor other historical information and other
statements concerning the Company.
These
statements include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives
and expectations with respect to future operations, events, products and services and future performance. Forward-looking statements
are generally identified by the words “will”, “expects”, “anticipates”, “believes”,
“intends”, “estimates “, “target”, and similar expressions. These and other information and
statements contained in this communication constitute forward-looking statements for purposes of applicable securities laws. Although
management of the Company believes that the expectations reflected in the forward looking statements are reasonable, investors
and security holders are cautioned that forward-looking information and statements are subject to various risks and uncertainties,
many of which are difficult to predict and generally beyond the control of the Company, that could cause actual results and developments
to differ materially from those expressed in, or implied or projected by the forward-looking information and statements, and the
Company cannot guarantee future results, levels of activity, performance or achievements.
Factors
that could cause actual results to differ materially from those estimated by the forward-looking statements contained in this
communication include, but are not limited to: trends in target markets; effects of competition in the Company’s main markets;
ability to establish and maintain strategic relationships in its major businesses; profitability of the growth strategy; and changes
in global, political, economic, business, competitive, market and regulatory forces. Moreover, neither the Company nor any other
person assumes responsibility for the accuracy and completeness of such forward-looking statements. The forward-looking statements
contained in this communication speak only as of the date of this communication and the Company or its representatives are under
no duty, and do not undertake, to update any of the forward-looking statements after this date to conform such statements to actual
results, to reflect the occurrence of anticipated results or otherwise except as otherwise required by applicable law or regulations