Citrine Global, Corp. - 10-K

ITEM 1A. RISK FACTORS

You should consider carefully the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K. If any of the following risks are realized, our business, financial condition, results of operations and prospects could be materially and adversely affected. The risks described below are not the only risks facing the Company. Risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, results of operations and prospects.

The Company’s executive leadership and management are based in Israel, operating through its wholly owned subsidiary CTGL Citrine Global Israel Ltd. and its majority-owned subsidiary SkyTech Orion Ltd.

On October 7, 2023, a large-scale war broke out in Israel, leading to a prolonged national crisis. The war created widespread uncertainty and instability in the country, disrupted the Israeli economy, and adversely affected the Company’s operations. Since the outbreak of the conflict, the Company has continued to face significant disruptions.

The regional security environment has continued to escalate materially since the filing period covered by this report. Following a series of Israeli and U.S. military strikes on Iranian nuclear and military facilities in June 2025, the United States and Israel launched a broader joint military campaign against Iran beginning on February 28, 2026, which has expanded into an active, ongoing armed conflict involving retaliatory Iranian missile and drone strikes against Israel, U.S. military installations across the Middle East, and Gulf state energy infrastructure. Iranian retaliatory strikes have targeted multiple locations within Israel, including population centers, and Israeli airspace has experienced disruptions. The conflict has caused significant regional instability, including the closure of the Strait of Hormuz and disruptions to regional energy and logistics markets. While the Company’s operations are based in Yerucham in southern Israel and have not been directly destroyed or disabled, the conflict presents material risks to the Company’s personnel, facilities, supply chain, fundraising activities, and ability to execute on its UAV and drone technology business plan. The duration, scope, and ultimate resolution of the conflict remain highly uncertain. Investors should carefully review the risk factors set forth in Item 1A of this Annual Report, which address geopolitical risk, Israeli operational risk, and the potential impact of the ongoing conflict on the Company’s business, financial condition, and results of operations.

Risks Related to our Financial position

We have a limited operating history and if we are not successful in continuing to grow our business, then we may have to scale back or even cease our ongoing business operations.

We have transitioned from our previous business in the plant-based health and wellness sector to our current field of activity of drones and unmanned systems’ solutions. Accordingly, our operations are subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. As of December 31, 2025, we have not generated revenues and there can be no assurance that we will ever be profitable. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all their investment in our company.

We expect to incur losses for the foreseeable future as we continue the implementation of our business plan. If we fail to generate revenue and eventually become profitable, or if we are unable to fund our continuing losses, our shareholders could lose all or a substantial part of their investment.

Until we can generate enough product revenue to finance our cash requirements, which we may never achieve, we expect to finance our cash needs primarily through public or private equity offerings, debt financings or through the establishment of possible strategic alliances. We cannot be certain that additional funding will be available on acceptable terms, or at all. If we are not able to secure additional equity funding when needed, we may have to delay, reduce the scope of, or eliminate, development programs or future commercialization initiatives.

Our future success in a competitive industry depends on our ability to develop new offerings and technologies quickly at cost-effective Prices locating Western-compliant electronic components,

The markets we serve are highly competitive and characterized by rapid changes in technologies and evolving industry standards. In addition, some of our systems and products are installed on platforms that may have a limited lifespan or become obsolete. Unless we develop new offerings or enhance our existing offerings, we may be susceptible to loss of market share resulting from the introduction of new or enhanced offerings by our competitors. We compete with many large and mid-tier defense, homeland security and commercial aviation contractors based on system performance, cost, overall value, delivery and reputation. Many of these competitors are larger and have greater resources than us and therefore may be better positioned to take advantage of economies of scale and develop new technologies. Some of these competitors are also our suppliers in some programs. Accordingly, our future success will require that we:

● identify emerging technological trends;

● identify additional uses for our existing technology to address customer requirements;

● develop, upgrade and maintain competitive products and services;

● add innovative solutions that differentiate our offerings from those of our competitors;

● bring solutions to the market quickly at cost-effective prices;

● develop working prototypes as a condition to receive contract awards;

● maintain a global presence, working through subsidiaries around the world; and

● structure our business efficiently through joint ventures, teaming agreements and other forms of alliance.

In addition, any additional equity funding that we do obtain will dilute the ownership held by our existing security holders. Any debt financing that we obtain in the future could involve substantial restrictions on activities and creditors could seek a pledge of some or all our assets. We have not identified potential sources for such financing that we will require, and we do not have commitments from any third parties to provide any future debt financing. If we fail to obtain funding as needed, we may be forced to cease or scale back operations, and our results, financial condition and stock price would be adversely affected.

We may never achieve profitability.

We are unable to accurately predict the timing or amount of future revenue or expenses or when, or if, we will be able to achieve profitability. We have financed our operations primarily through issuance and sale of equity and equity linked securities. The size of our future net losses will depend, in part, on the rate of growth or contraction of our expenses and the level and rate of growth, if any, of our revenues. We expect to continue to expend substantial financial and other resources on, among other things:

sales and marketing, including expanding our indirect sales organization and marketing programs;

planning and conducting clinical trials to obtain regulatory approval/clearance for the commercialization of the products;

expansion of our operations and infrastructure, both domestically and internationally; and

general administration, including legal, accounting and other expenses related to being a public company.

If we are unable to successfully commercialize the products or if revenue from any of the products that receives marketing approval is insufficient, we will not achieve profitability. Furthermore, even if we successfully commercialize the products, our planned investments may not result in increased revenue or growth of our business. We may not be able to generate net revenues sufficient to offset our expected cost increases and planned investments in our business. As a result, we may incur significant losses for the foreseeable future and may not be able to achieve and sustain profitability. If we fail to achieve and sustain profitability, then we may not be able to achieve our business plan, fund our business or continue as a going concern.

Currency exchange rate fluctuations affect our results of operations, as reported in our financial statements.

We incur expenses in U.S. Dollars and in NIS but our functional currency is the U.S. dollar. However, a significant portion of our headcount-related expenses, consisting principally of personnel expenses as well as R&D consulting services, leases and certain other operating expenses, are denominated in NIS. This foreign currency exposure gives rise to market risk associated with exchange rate movements of the U.S. dollar against the NIS. Furthermore, we anticipate that a material portion of our expenses will continue to be denominated in NIS. We plan to generate our revenues in currencies other than the U.S. dollar (our financial reporting currency), mainly New Israeli Shekels (NIS). Accordingly, in case of an appreciation of the NIS compared to the U.S. dollar, a significant portion of our costs will likely increase, as has previously happened. During 2025, the NIS appreciated by 12.5% compared to the U.S. dollar, leading to an increase in the portion of our labor-related and operating expenses denominated in U.S. dollars. We also face the risk of reduced revenues in case of a depreciation of the Euro compared to the U.S. dollar, if we are awarded Euro denominated contracts based on price proposals that were provided when the Euro value was higher compared to the U.S. dollar. To the extent we derive our revenues or incur our expenses in currencies other than the U.S. dollar, we are subject to exchange rate fluctuations between the U.S. dollar and such other currencies. For example, we are sometimes negatively affected by exchange rate changes during the period from the date we submit a price proposal to the date of the date of contract award or until the date(s) of payment. Certain currency derivatives we use to hedge against exchange rate fluctuations may not fully protect against sharp exchange rate fluctuations, and in some cases we cannot adequately and cost-effectively hedge against all exchange rate fluctuations. See Item 11. Quantitative and Qualitative Disclosures About Market Risk – Exchange Rate Risk Management. In addition, our international operations expose us to the risks of price controls, restrictions on the conversion or repatriation of currencies, or even devaluations or hyperinflation in the case of currencies issued by countries with unstable economies. All these currency-related risks could have a material adverse effect on our business, reputation, financial condition, results of operations and cash flow.

In addition, increased international sales in the future may result in greater foreign currency denominated sales, increasing our foreign currency risk. If we cannot successfully hedge against the risks associated with currency fluctuations, our financial condition and results of operations could be adversely affected. which could adversely affect our financial condition and results of operations.

Risks Related to Our Business and Industry and Regulatory Process

Our failure to manage growth effectively could impair our business.

Our business strategy envisions a period of rapid growth that may put a strain on our administrative and operational resources and funding requirements. Our ability to effectively manage growth will require us to continue to expand the capabilities of our operational and management systems and to attract, train, manage, and retain qualified personnel. There can be no assurance that we will be able to do so, particularly if losses continue and we are unable to obtain sufficient financing. If we are unable to successfully manage growth, our business, prospects, financial condition, and results of operations could be adversely affected.

Our revenues depend on a continued level of government business. We plan to derive most of our revenues directly or indirectly from government agencies, mainly the US Department of War and the Israeli Ministry of Defense (IMOD), and other military or governmental authorities of various countries, pursuant to contracts awarded to us under defense and homeland security-related programs. Israel is also a recipient of significant U.S. security assistance under the Foreign Military Financing (FMF) program, pursuant to a 10-year (2019-2028) MOU with the U.S. The funding of government programs could be reduced, delayed or eliminated due to numerous factors, including geopolitical events and macro-economic conditions, as well as U.S. government shutdowns, as recently occurred, changes in policies or priorities of specific governments or security pacts among several governments. As a result, our current orders from governmental customers may be subject to modifications and terminations, and our future orders may be reduced, due to factors over which we have little or no control. In addition, if the U.S. security assistance to Israel is reduced or discontinued, we may receive fewer U.S. funded orders and FMF funds. In some cases, such developments, as well as other changes relating to specific markets or customers, could lead to our exit from certain business operations, which could also result in asset impairment. Following the outbreak of the war in October 2023, we have in some cases experienced a reluctance from certain countries to purchase from Israeli companies, while in other cases we have experienced an increase in demand for the products. A reduction or elimination of government spending under current contracts with us, changes in future government spending priorities and funding and a discontinuation of certain of our business operations could have a material adverse effect on our business, reputation, financial condition, results of operations and cash flow. Additionally, pursuant to a January 7, 2026 U.S. Executive Order, the U.S. Secretary of War could seek to limit our ability to pay cash dividends or make share repurchases if the Secretary of War determines that we have underperformed or lacked sufficient prioritization of, investment in or production speed in carrying out or performing under our U.S. government contracts.

Our plans are dependent upon key individuals and the ability to attract qualified personnel.

In order to execute our business plan, we will be dependent on Ora Elharar Soffer, our Chief Executive Officer and Director. The loss of Ms. Elharar Soffer could have a material adverse effect on our business prospects. Moreover, our success continues to depend to a significant extent on our ability to identify, attract, hire, train and retain qualified professional, creative, technical and managerial personnel.

Competition for such personnel is intense, and there can be no assurance that we will be successful in identifying, attracting, hiring, training, and retaining such personnel in the future. If we are unable to hire, assimilate and retain qualified personnel in the future, our business, operating results, and financial condition could be materially adversely affected. We may also depend on third party contractors and other partners to assist with the execution of our business plan. There can be no assurance that we will be successful in either attracting and retaining qualified personnel or creating arrangements with such third parties. The failure to succeed in these endeavors would have a material adverse effect on our ability to consummate our business plans.

Failure in the Company’s information technology systems, including cybersecurity attacks or other data security incidents, could significantly disrupt its operations.

Our operations depend, in part, on the continued performance of our information technology systems. Our information technology systems are potentially vulnerable to physical or electronic break-ins, computer viruses and similar disruptions. Failure of our information technology systems could adversely affect our business, profitability, and financial condition. Although we have information technology security systems, a successful cybersecurity attack or other data security incident could result in the misappropriation and/or loss of confidential or personal information, create system interruptions, or deploy malicious software that attacks our systems. It is possible that we do not notice a cybersecurity attack for some period. The occurrence of a cybersecurity attack or incident could result in business interruptions from the disruption of the Company’s information technology systems, or negative publicity resulting in reputational damage with its shareholders and other stakeholders and/or increased costs to prevent, responding to or mitigating cybersecurity events. In addition, the unauthorized dissemination of sensitive personal information or proprietary or confidential information could expose the Company or other third parties to regulatory fines or penalties, litigation, and potential liability, or otherwise harm its business.

We may grow through mergers or acquisitions, which strategy may not be successful or, if successful, may produce risks in successfully integrating and managing the merged companies or acquisitions and may dilute our stockholders.

As part of our growth strategy, we may pursue mergers and acquisitions of entities and/or assets that we believe will have synergistic and/or other value to us. We currently have no agreements or understandings to merge with or acquire any entity and/or assets and may not find suitable merger or acquisition opportunities. Mergers and acquisitions involve numerous risks, any of which could harm our business, including, without limitation:

● difficulties in integrating the operations, technologies, existing contracts, accounting processes and personnel of the target and realizing the anticipated synergies of the combined businesses;

● difficulties in supporting and transitioning customers of the target company;

● diversion of financial and management resources from existing operations;

● the price we pay or other resources that we devote may exceed the value we realize, or the value we could have realized if we had allocated the purchase price or other resources to another opportunity;

● entering new markets or areas in which we have limited or no experience;

● potential loss of key associates and customers from either our business or the target’s business;

● assumption of unanticipated problems or latent liabilities of the target; and

● the inability to generate sufficient revenue to offset acquisition costs.

Mergers and acquisitions also frequently result in the recording of goodwill and other intangible assets, which are subject to potential impairments in the future and that could harm our financial results. In addition, if we finance acquisitions by issuing convertible debt or equity securities, our existing stockholders may be diluted, which could affect the market price of our common shares. As a result, if we fail to properly evaluate mergers, acquisitions or investments, we may not achieve the anticipated benefits of any such merger or acquisition, and we may incur costs more than what we anticipate. The failure to successfully evaluate and execute mergers, acquisitions or investments or otherwise adequately address these risks could materially harm our business, financial condition and results of operations.

Regulatory Risks and Compliance Barriers in the Defense UAV Sector

As the Company has transitioned into the defense UAV and drone sector, it becomes subject to a complex and evolving set of local and international regulations, licenses, and restrictions that govern the development, integration, marketing, and export/import of unmanned aerial systems (UAS) and related defense technologies.

Defense-related UAVs require a variety of approvals from governmental agencies, including — but not limited to — the Israeli Ministry of Defense (MOD), the Ministry of Economy, the Israeli Export Control Agency, the U.S. Department of Commerce (BIS), and the U.S. Department of State under ITAR (International Traffic in Arms Regulations). The failure to secure or maintain such authorizations could delay or prohibit the commercialization of our systems. We must interact with multiple U.S. government agencies, including the Defense Contract Audit Agency and the Defense Contract Management Agency, routinely audit government contractors. These agencies review the performance of companies under contracts, cost structure and compliance with applicable laws, regulations and standards, as well as the adequacy of and such companies’ compliance with their internal control systems and policies.

The drone industry is regulated in the United States by the FAA to ensure that drone related services meet safety and performance standards. The FAA prescribes standards and certification requirements for use of UAS for commercial and recreational purposes. The rule for operating UAS under 55 pounds in the U.S. national airspace is the FAA’s Small UAS Rule (14 CFR Part 107). On April 21, 2021, the FAA’s Operation of Unmanned Aircraft Systems Over People final rule (14 CFR Part 107 Subpart D) went into effect, allowing for routine drone operations over people under certain circumstances.

For any parts or “know-how” which may be exported from Israel, are subject to the Israeli Defense Export Control Agency within the Israeli Ministry of Defense, or DECA, regulation under the Defense Export Control Law, 5766-2007, or the Export Control Law and, collectively, Israeli Trade Control Laws, which impact our operations, for example by limiting our ability to sell, export, or otherwise transfer the products or technology, or to release controlled technology to non-Israeli companies.

Under the Export Control Law, an Israeli company may not conduct “defense marketing activity” without a defense marketing license from the Israeli Ministry of Defense and may be subject to a requirement to obtain a specific license from the Israeli Ministry of Defense for any export of defense related products and/or knowhow. The definition of defense marketing activity is broad and includes any marketing of “defense equipment,” “defense knowhow” or “defense services” outside of Israel, which includes “dual-use goods and technology,” (material and equipment intended in principle for civilian use and that can also be used for defensive purposes, such as certain of the products) that is specified in the list of Goods and Dual-Use Technology annexed to the Wassenaar Arrangement on Export Controls for Conventional Arms and Dual-Use Goods and Technologies, if intended for defense use only, or is specified under Israeli legislation. “Dual-use goods and technology” will be subject to control by the Israeli Ministry of Economy if intended for civilian use only.

In addition, under the Export Control Law, the Israeli Ministry of Defense and DECA have various audit and supervision powers to ensure compliance with the Export Control Law, to which violations are subject to criminal and administrative penalties. We are also required to submit periodic reports to DECA, and to maintain and retain records as to the information and documents pertaining to defense export transactions conducted.

The failure to satisfy the requirements under the Israeli Trade Control Laws, including the failure or inability to obtain necessary licenses or qualify for license exceptions, could delay or prevent the development, production, export, import, and/or in-country transfer of products and technology.

Furthermore, due to national security considerations, defense UAV platforms often require certified communication systems, secure encryption, and electromagnetic compatibility (EMC) testing. These technologies may also be subject to export restrictions, especially when involving Western-aligned protocols or encryption modules.

Internationally, drone and UAV systems face growing scrutiny related to cybersecurity, data transfer, component origin (e.g., Non-Chinese, Western-approved supply chains), and airspace management protocols. As such, navigating compliance frameworks across multiple jurisdictions can result in delays, added costs, and limitations on potential markets.

Import and export of critical components — such as avionics, secure communication modules, military-grade sensors, and flight control systems — may also be subject to embargoes, restricted party screening, and dual-use classification issues. In addition, some components may require government-to-government (G2G) authorization or end-user certification.

While the Company is committed to working exclusively with Western-certified components and maintaining strict adherence to defense regulatory protocols, there can be no assurance that all regulatory risks, policy shifts, or geopolitical barriers can be fully anticipated or mitigated. Failure to comply with such requirements could have a material adverse effect on the Company’s operations, commercialization timeline, and financial performance.

The defense UAV and drone industry is heavily regulated, and the successful commercialization of our platforms is contingent upon obtaining and maintaining a wide range of licenses, certifications, and governmental approvals in both Israel and international markets.

In Israel, defense-related UAV activities require compliance with strict national security protocols and multi-tiered regulatory oversight, including:

Approval and classification by the Israeli Ministry of Defense (MOD);

Export licensing through the Defense Export Controls Agency (DECA);

Registration and permits under the Ministry of Economy and Industry;

Airworthiness and integration requirements in accordance with Israeli Civil Aviation Authority guidelines, where applicable;

Compliance with electromagnetic spectrum management and secure communication regulations;

Infrastructure compliance for restricted and secure areas, including operational testing sites.

Internationally, the products and components may be subject to:

Export control regulations including the Wassenaar Arrangement, U.S. EAR (Export Administration Regulations), and ITAR (International Traffic in Arms Regulations);

End-use and end-user certification requirements;

Restrictions based on origin of components, such as mandatory exclusion of Chinese-made parts for eligibility in U.S. and NATO defense programs;

Limitations imposed by local data protection, cybersecurity, and encryption control laws in target markets.

Import and export of subsystems — including military-grade communication modules, navigation sensors, payloads, and propulsion systems — are particularly sensitive and may be delayed or blocked based on national security considerations, requiring government-to-government authorizations or bilateral defense agreements.

We are subject to risks associated with artificial intelligence (AI) technologies. When referring to AI, we generally mean a machine-based system with various levels of autonomy that can, for a given set of human-defined objectives, make predictions, recommendations or decisions influencing real or virtual environments, and use machine and human-based inputs to perceive real and virtual environments; abstract such perceptions into models through analysis in an automated manner; and use model inference to formulate options for information or action. We incorporate AI capabilities and generative AI capabilities, some of which we develop internally and some of which we obtain or license from third parties, into some of the products and solutions and in some of our development processes and business operations, and we expect to do so more in the future. Generative AI capabilities generally refer to our use of machine learning, deep learning, or other AI techniques to generate new outputs based on patterns and structures learned from training data, such as advanced data retrieval, code generation, natural language, images, videos, or recommendations. Such capabilities include, among others, large language models and vision language models, which are incorporated into certain of our internal enterprise processes, for example in the areas of supply chain management, engineering workflows, inventory oversight and project execution, and into certain of the products and solutions, for example in the areas of border protection, autonomous solutions, C4I systems, network centric information and operational systems and intelligence gathering systems. The rapid pace and complexity of generative AI development may require the investment of significant resources for us to remain competitive, and such investments may not produce successful outcomes or the returns that we expect. In addition, our competitors may incorporate generative AI into their development tools or products more quickly or more successfully than us, which could impair our ability to compete effectively. It is possible that generative AI will become a disruptive technology, causing a radical change in our industry. If we are unable to timely adapt to such change, we may fall behind our competitors. Generative AI is a rapidly developing technology, with a developing legal framework. Current and future AI-related regulations may impose certain obligations on us, and the costs of monitoring and responding to such regulations, as well as the consequences of non-compliance, could have an adverse effect on our operations or financial condition. Furthermore, our use of AI may expose us to additional liability, litigation, as well as increased cybersecurity risks, risks related to IP ownership, IP infringement, disclosure of personal identifiable information, loss of confidential information, faulty manufacturing, misuse of AI, limited explainability and traceability of AI, as well as other technological, operational, reputational, and regulatory risks that are hard to predict, particularly if the AI we adopt, or data it is based on, produces errors or AI bias, generates inaccurate, incomplete or misleading outputs, contains open source copyrighted material, infringes upon existing technology or otherwise does not function as intended. All of these risks could have a material adverse effect on our business, reputation, financial condition, results of operations and cash flow.

We are likely to compete with certain potential customers. The defense industry is dominated by a relatively small number of large prime contractors that have, in recent years, aggressively pursued vertical integration by acquiring or developing in-house capabilities that compete with our offerings in certain areas. This trend creates a ‘co-opetition’ dynamic where we must seek subcontracts in some cases from the same entities with whom we compete for larger programs. Decisions by these prime contractors to ‘insource’ requirements rather than utilize our specialized solutions or our failure to maintain good business relations with them, or further horizontal consolidation among them, could significantly reduce our addressable market and harm our financial results.

Part of our revenues are derived from competitively awarded contracts. Part of our revenues are derived from contracts awarded through competitive bidding processes, primarily with governmental customers. These processes are complex, costly and time consuming, and we may not be successful in winning new contracts or renewals on favorable terms, or at all. Competitive procurements sometimes require us to submit technical and pricing proposals before the completion of product design, requiring assumptions regarding performance, cost, schedule and supply chain availability that may later prove inaccurate. If our estimates are incorrect, our margins may be reduced and we may incur losses. In addition, use of tenders, as well as indefinite delivery, indefinite quantity and other multi-award contracts, may intensify competition, increase pricing pressure and require repeated competition for task or delivery orders. Moreover, even when we possess the necessary qualifications for a specific new contract, we may not secure the business due to the government’s approach of promoting a broad and varied group of contractors. We may also face bid protests from unsuccessful bidders, leading to added costs and possible contract changes and delays. If we are unable to consistently win competitively awarded contracts or replace expiring contracts, this could have a material adverse effect on our business, reputation, financial condition, results of operations and cash flow.

We depend on governmental security clearance and governmental approvals for international sales, procurement and acquisitions. Many of our contracts with governmental customers require us to maintain security clearances and employ staff with specific qualifications, experience, and clearance levels. If we or our employees fail to obtain or maintain the necessary clearances, we may be unable to secure new contracts, and current customers could end their contracts or choose not to renew them. Additionally, our international sales, as well as our ability to attract and retain highly skilled personnel and access or procure technology, software and hardware, depend largely on export authorizations and other approvals from the governments of Israel, the U.S. and other countries, the receipt, maintenance and renewal of which may be delayed or disrupted by government actions or inaction, including regulatory or policy changes or U.S. government shutdowns. Our suppliers are also subject to applicable authorizations and approvals. From time to time, we may be unable to obtain such approvals and approvals granted to us may expire or be revoked or new approval requirements may be implemented by governmental authorities. Since the outbreak of the “Swords of Iron” war, we have experienced increased delays and stringency in the provision of approvals by certain foreign governments to export certain materials and components to Israel, which can cause supply chain disruptions. If we, our customers or our suppliers fail to obtain or comply with governmental approvals, or if certain approvals previously obtained are revoked or expire and are not renewed for any reason, including due to changes in political conditions, increasing stringency of international export control requirements to Israel or to countries we operate in (such as the controls on the export of U.S. developed computer chips that power AI technologies), or imposition of sanctions, our ability to sell the products and services to overseas customers and our ability to obtain, develop or manufacture goods and services essential to our business could be interrupted, resulting in a material adverse effect on our business, reputation, financial condition, results of operations and cash flow.

We depend on a global supply chain for critical components, and disruptions could adversely affect our operations.

The products rely on the availability of key components, including semiconductors, sensors, communication modules, propulsion systems, and batteries. Supply chain disruptions may arise from geopolitical tensions, export restrictions, sanctions, supplier constraints, transportation delays, or global shortages of critical materials. Certain components may have limited or single-source suppliers, and replacement may not be readily available on commercially reasonable terms. Any disruption in our supply chain could delay production, increase costs, and impair our ability to fulfill customer obligations.

Our operations are subject to aviation regulatory requirements, and failure to obtain or maintain required approvals could limit our ability to deploy UAV systems. Our unmanned aerial systems are subject to aviation regulations in multiple jurisdictions, including requirements related to airworthiness certification, operational approvals, Beyond-Visual-Line-of-Sight (BVLOS) operations, and Remote Identification compliance. Regulatory authorities such as the FAA, EASA, and other national aviation bodies may delay, restrict, or deny approvals due to safety, security, or policy considerations. Changes in applicable laws or regulations, or increased scrutiny of autonomous systems, could impose additional requirements, limit operational capabilities, or delay commercialization. If we fail to obtain, maintain, or renew necessary regulatory approvals, our ability to operate and expand our business could be materially adversely affected.

RF Spectrum and communication Risks: UAV systems rely on access to regulated radio frequency spectrum, and limitations or disruptions could impair system performance. Our platforms depend on radio frequency communications for command-and-control, data transmission, and payload operations. These communications are subject to regulation and licensing requirements in various jurisdictions. Interference, spectrum congestion, changes in regulatory policies, or failure to obtain or maintain required licenses could degrade system performance, reduce operational range, or disrupt missions. Any such limitations could adversely affect our ability to deliver reliable solutions to customers and may impact our business and results of operations.

We are subject to government procurement and anti-bribery and corruption rules and regulations. We are required to comply with government contracting rules and regulations relating to, among other things, cost accounting, sales of various types of munitions, anti-bribery and procurement integrity, which increase our performance and compliance costs. Our supply chain is also required to comply with many of these regulations. In addition, certain non-governmental entities with which we do business adopt their own anti-bribery and corruption rules and guidelines that may be applicable to us in connection with our engagements with them. These include the NATO Support and Procurement Agency (“NSPA”), NATO’s centralized procurement agency, rather than any individual NATO member state. Additionally various laws and regulations, including certain provisions of the Israel Penal Code, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and corresponding legislation in other countries, prohibit providing personal benefits or bribes to government officials in connection with the governmental procurement process. Israeli defense exporters, such as SkyTech Orion Global Corp., are required to maintain and follow an anti-bribery/corruption compliance program.

These layers of regulation may delay the Company’s entry into certain markets, increase operational complexity and costs, or restrict access to critical technologies. Although the Company proactively engages with government stakeholders and defense authorities to navigate these frameworks, there can be no assurance that all regulatory risks, delays, or policy shifts will be avoided.

Failure to secure or maintain the required licenses and authorizations could materially affect our ability to manufacture, market, or export UAV systems and related technologies, and could have a material adverse effect on our business and operations.

Product Recalls May Harm Our Reputation and Operations

The Company operates in multiple regulated industries, as the defense drone and UAV sector through our SkyTech Orion Global Corp. and SkyTech Orion Ltd. entities. Possibly in the future we will be active in additional territories. Each of our target markets is exposed to different product safety risks and potential recall scenarios.

As we expand into the defense UAV market, additional recall and liability risks arise in relation to the functionality, reliability, and safety of our drone platforms and subsystems. Defense clients, including governmental entities, require strict compliance with safety, airworthiness, and performance standards. Any failure in flight control, communications, payload reliability, or mission-critical performance may trigger operational halts, recalls, or even contract termination.

Although the Company implements rigorous quality assurance protocols for all product categories, including testing, certification, and traceability, there is no guarantee that defects or failures will be identified in advance. In both the wellness and UAV sectors, a product recall could divert management resources, damage customer trust, and have a material adverse effect on our business, operations, and financial condition.

We may be subject to product liability claims which may have a material adverse effect on our business

Malfunctions in, or undetected problems with the products or in our manufacturing processes, or misuse of the products could impair our financial results and give rise to potential product liability, breach of contract or other claims. We offer a wide portfolio of products and solutions, which is routinely being updated and adjusted. From time to time, we encounter unintentional defects or malfunctions in the products and solutions, or deficiencies in the manufacturing processes thereof. In addition, we often rely on subcontractors to design and manufacture some of the components that are embedded in our systems. In the event of defects in the design, production or testing of our or our subcontractors’ products and systems, including the products and solutions sold for safety purposes in the homeland security and commercial aviation areas, or if the cyber protection measures included in the products and solutions do not operate as intended, we could face substantial repair, replacement, or service costs, delays, potential liability and damage to our reputation. Similar issues could arise if we fail to timely implement and maintain adequate manufacturing processes and safeguards or if a defective part or deficient solution affects our development, production and operation infrastructures. In addition, we must comply with regulations and practices to prevent the use of parts and components that are considered as counterfeit or that violate third-party IP rights. Our efforts to implement appropriate design, manufacturing and testing processes for the products or systems may not be sufficient to prevent such occurrences. We could also be subject to claims if the products are intentionally or unintentionally misused. We may not be able to obtain product liability or other insurance to fully cover such risks in a cost-effective manner, which could have a material adverse effect on our business, reputation, financial condition, results of operations and cash flow.

Furthermore, any recall particularly in the defense sector could result in reputational harm that extends beyond the affected product and impairs future sales, tenders, or strategic collaborations. In addition, recalls may increase regulatory oversight and lead to increased compliance costs, legal exposure, and potential penalties.

UAV systems involve complex technologies and may fail to perform as expected in operational environments.

The products incorporate advanced autonomous flight systems, sensors, communication technologies, and software, which may contain defects, experience malfunctions, or fail under certain operating conditions, including harsh environments, electromagnetic interference, or loss of connectivity.

Failures in flight performance, navigation, or system integration could result in accidents, operational disruptions, or mission failure.

Given the mission-critical nature of many of our applications, such failures could lead to significant liability, reputational damage, regulatory scrutiny, and loss of customer confidence.

Environmental and weather conditions may limit the performance and deployment of UAV systems.

UAV systems may be affected by environmental conditions such as extreme temperatures, wind, precipitation, and electromagnetic interference.

Such conditions may limit operational availability, reduce system performance, or require suspension of missions.

If our systems do not perform reliably across diverse environmental conditions, customer satisfaction and adoption may be adversely affected.

Our officers and directors may be subject to conflict of interest.

The Company may be subject to various potential conflicts of interest because some of its officers and directors may be engaged in a range of business activities. In addition, the Company’s executive officers and directors may devote time to their outside business interests, so long as such activities do not materially or adversely interfere with their duties to the Company. In some cases, the Company’s executive officers and directors may have fiduciary obligations associated with these business interests that interfere with their ability to devote time to the Company’s business and affairs and that could adversely affect the Company’s operations. These business interests could require significant time and attention of the Company’s executive officers and directors.

In addition, the Company may also become involved in other transactions which conflict with the interests of certain directors and the officers who may from time-to-time deal with people, firms, institutions or companies with which the Company may be dealing, or which may be seeking investments similar to those desired by it. The interests of these people could conflict with those of the Company. In addition, from time to time, these people may be competing with the Company for available investment opportunities. Conflicts of interest, if any, will be subject to the procedures and remedies provided under applicable laws. In particular, if such a conflict of interest arises at a meeting of the Company’s directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with applicable laws, the directors of the Company are required to act honestly, in good faith and in the best interests of the Company.

We face significant competition in the market.

A significant portion of our revenue may depend on a limited number of customers.

We expect that a substantial portion of our revenue will be derived from a relatively small number of governmental and strategic customers.

These customers may have significant bargaining power and may delay, reduce, or cancel orders due to budgetary constraints, policy changes, or shifting priorities.

The loss of one or more key customers, or a significant reduction in orders, could have a material adverse effect on our business, financial condition, and results of operations.

We face intense competition from other companies, some of which can be expected to have more financial resources and manufacturing and marketing experience than the Company. Increased competition from larger and better financed competitors could materially and adversely affect the business, financial condition and results of operations of the Company. We are facing competition from startups and non-traditional defense contractors, including companies active in the deep-tech and more specifically, the defense-tech field, which is usually characterized by rapid innovation in areas such as AI, autonomous systems, software only products and the introduction of quantum computing. Such companies often have access to substantial resources from venture capital, private equity and other non-defense investment sources, operate under less stringent legal requirements compared to traditional defense companies and are sometimes favored by procurement policy. These factors may provide such companies with a competitive edge in terms of agility and innovation and may allow them to develop disruptive technologies at a faster pace and offer products at lower prices, with the potential to reshape the traditional defense market. Following recent global conflicts, funds have become increasingly available to these companies, which are expanding and capturing a larger market share on account of the traditional defense sector. If such expansion continues, we might be forced to reduce prices and may lose market share as well as research and development participation from our customers.

Any new offerings and technologies are likely to involve costs and risks relating to design changes, the need for additional capital and new production tools, satisfaction of customer specifications, adherence to delivery schedules, specific contract requirements, supplier performance, customer performance and our ability to predict program costs. New products sometimes lack sufficient demand or experience technological problems or production delays. Our customers frequently require demonstrations of working prototypes prior to awarding contracts for new programs or require short delivery schedules which sometimes require us to purchase long-lead items or materials and commence work in advance, without any certainty of receiving the contract award. Moreover, due to the design complexity of the products, or for other reasons, we sometimes experience delays in developing and introducing new products. Such delays could result in increased development efforts and costs, divert human and financial resources from other projects or increase the risk that our competitors will develop competing technologies that gain market acceptance in advance of the products. If we fail in our new product development efforts, or the products or services fail to achieve market acceptance more rapidly than the products or services of our competitors, our ability to obtain new contracts could be negatively impacted. Any of the foregoing costs and risks could have a material adverse effect on our business, reputation, financial condition, results of operations and cash flow.

We may not be able to obtain adequate insurance coverage and in the case of liability the lack of adequate insurance may have a material adverse effect on our business.

We have insurance to protect our assets, operations and employees. While we believe our insurance coverage addresses all material risks to which the Company may be exposed and is adequate and customary in our current state of operations, such insurance is subject to coverage limits and exclusions and may not be available for the risks and hazards to which the Company is exposed. In addition, no assurance can be given that such insurance will be adequate to cover the Company’s liabilities or will be generally available in the future or, if available, that premiums will be commercially justifiable. If the Company were to incur substantial liability and such damages were not covered by insurance or were in excess of policy limits, or if the Company were to incur such liability at a time when it is not able to obtain liability insurance, its business, results of operations and financial condition could be materially adversely affected.

Research and development and product obsolescence may impair our ability to compete in our target market.

Rapidly changing markets, technology, emerging industry standards and frequent introduction of new products characterize our business. The introduction of new products, embodying new technologies, including new manufacturing processes, and the emergence of new industry standards may render our planned product offerings obsolete, less competitive or less marketable. The process of developing our planned products is complex and requires significant continuing costs, development efforts and third-party commitments The Company’s failure to develop new technologies and products and the obsolescence of existing technologies could adversely affect our business, financial condition and operating results. The Company’s success will depend, in part, on its ability to continue to enhance its existing technologies, develop new technology that addresses the increasing sophistication and varied needs of the market, and respond to technological advances and emerging industry standards and practices on a timely and cost-effective basis. The development of the Company’s proprietary technology entails significant technical and business risks. The Company may not be successful in using its new technologies or exploiting its niche markets effectively or adapting its businesses to evolving customer or medical requirements or preferences or emerging industry standards.

It may be difficult to enforce a judgment of a U.S. court against us and our executive officers and directors in Israel or the United States, to assert U.S. securities laws claims in Israel or to serve process on our executive officers and directors.

While we were incorporated in Delaware, all our executive officers and directors reside outside of the United States, and all of our assets and most of the assets of these persons are located outside of the United States. Therefore, a judgment obtained against us, or any of these persons, including a judgment based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United States and may not be enforced by an Israeli court. It also may be difficult for you to effect service of process on these persons in the United States or to assert U.S. securities law claims in original actions instituted in Israel. Additionally, it may be difficult for an investor, or any other person or entity, to initiate an action with respect to U.S. securities laws in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not the most appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proven as a fact by expert witnesses, which can be a time consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the matters described above. As a result of the difficulty associated with enforcing a judgment against us in Israel, you may not be able to collect any damages awarded by either a U.S. or foreign court.

The extent to which the coronavirus impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus or treat its impact. In particular, the continued spread of the coronavirus globally, could have a material adverse impact on our operations and workforce, including our marketing and sales activities and ability to raise additional capital, and our ability to perform clinical trials, which in turn could have a material adverse impact on our business, financial condition and results of operation.

Regulatory Risks Related to Land Use and Government-Backed Designation

The Company received a government grant and land allocation from the Israel Land Authority (ILA) for the development of an innovation and production center originally designated for plant-based wellness solutions, including botanical and cannabis-related applications. The allocation and accompanying benefits were made under the framework of a government-supported initiative to promote industrial and technological activity in southern Israel.

Following developments in national priorities and emerging defense-related opportunities, the Company received approval from the Ministry of Economy and other relevant authorities to adapt the purpose of the planned site. The revised focus includes unmanned aerial systems (UAVs), drone technology, and defense-sector innovation, aligned with current strategic national needs.

While these approvals support the Company’s evolving operational strategy, there remains regulatory complexity related to land-use compliance, continued eligibility for grants, and the formalization of revised project scopes. Any delays or regulatory constraints in updating land use permissions or fully aligning the revised activities with governmental frameworks could adversely affect the Company’s ability to realize the full benefit of the land, funding, or support programs.

The Company is actively working with all relevant government bodies to ensure full compliance and continuity of operations under the new designation.

Risks Related to our Intellectual Property

If we are unable to obtain and maintain intellectual property protection for the product offerings, or if the scope of the intellectual property protection we obtain is not sufficiently broad, our competitors could develop and commercialize products similar or identical to ours, and our ability to successfully commercialize the products may be impaired.

Our ability to compete successfully will depend in part on our ability to obtain and enforce patent protection for the products, preserve our trade secrets and operate without infringing the proprietary rights of third parties. Filing, prosecuting, and defending patents on the products and other technologies in all countries throughout the world would be prohibitively expensive and time-consuming, and the laws of some foreign countries may not protect our rights to the same extent as the laws of the United States. We may not be able to file, prosecute, maintain, enforce, or license all necessary or desirable patents or patent applications at a reasonable cost or in a timely manner, or in all jurisdictions, or at all, or may choose not to do any of the foregoing.

Moreover, while we have applied for a patent that protect aspects of the products in the United States but the products are not covered by any patent protection, and we cannot assure you that our intellectual property position, will not be challenged or that all patents for which we have applied will be issued on a timely basis or at all, or that such patents will protect our technology, in whole or in part, or be issued in a form that will provide us with meaningful protection, prevent competitors from competing with us, or otherwise provide us with any competitive advantage. Although patents are presumed valid and enforceable upon issuance, a patent may be challenged as to its inventorship, scope, validity, or enforceability.

Patent applications in the United States and other jurisdictions are typically not published until 18 months after filing, or in some cases not at all. Therefore, we cannot know with certainty whether we were the first to make the invention claimed in our pending patent application, or that we were the first to file for patent protection of such inventions. As a result, the issuance, scope, validity, enforceability, and commercial value of our patent rights are uncertain. Given the amount of time required for the development, testing, and regulatory review of new products, patents protecting such products might expire before or shortly after such products are commercialized. As a result, any patent portfolio we develop may not provide us with sufficient rights to exclude others from commercializing products similar or identical to ours.

We may be sued by third parties for alleged infringement of their proprietary rights, which could adversely affect our business, results of operations and financial condition.

There is often litigation between competing companies relying on their respective technologies based on allegations of infringement or other violations of intellectual property rights. Our future success depends, in part, on not infringing the intellectual property rights of others. We may be unaware of the intellectual property rights of others that may cover some or all our technology. Any such claims or litigation could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from offering some portion of the products, or require that we comply with other unfavorable terms. We may also be obligated to indemnify our customers or channel partners in connection with any such litigation and to obtain licenses or modify the products, which could further exhaust our resources. Patent infringement, trademark infringement, trade secret misappropriation and other intellectual property claims and proceedings brought against us, whether successful or not, could harm our brand, business, results of operations and financial condition. Litigation is inherently uncertain, and any judgment or injunctive relief entered against us or any adverse settlement could negatively affect our business, results of operations and financial condition. In addition, litigation can involve significant management time and attention and be expensive, regardless of the outcome. During litigation, there may be announcements of the results of hearings and motions and other interim developments related to the litigation. If securities analysts or investors regard these announcements as negative, the trading price of our common stock may decline.

We may become involved in lawsuits to protect or enforce our patents, which could be expensive, time-consuming and unsuccessful.

If we attempt enforcement of our patents or other intellectual property rights, we may be subject or party to claims, negotiations or complex, protracted litigation. These claims and any resulting lawsuits, if resolved adversely to us, could subject us to significant liability for damages, impose temporary or permanent injunctions against our solutions or business operations, or invalidate or render unenforceable our intellectual property

Intellectual property disputes and litigation, regardless of merit, can be costly and disruptive to our business operations by diverting attention and energies of management and key technical personnel, and by increasing our costs of doing business. Such litigation, regardless of its success, could seriously harm our reputation with our channel partners, business partners and patients and in the industry at large. Some of our competitors may be able to sustain the costs of complex patent or intellectual property litigation more effectively than we can because they have substantially greater resources. Any of the foregoing could adversely affect our operating results.

Risks related to Cybersecurity

Cyberattacks, security vulnerabilities, or failures in our cybersecurity framework could disrupt operations, compromise sensitive data, or harm our reputation .

The drone and UAV platforms, command-and-control systems, and supporting software infrastructure rely on complex information technology systems that may be vulnerable to cyberattacks, unauthorized access, system failures, or data breaches.

Threat actors, including state-sponsored entities, may attempt to disrupt operations, interfere with flight control systems, gain unauthorized access to mission data, or exploit vulnerabilities in third-party components integrated into our platforms.

Any such incident could result in operational disruption, mission failure, loss of intellectual property, regulatory penalties, increased costs, and reputational harm.

Although we implement cybersecurity measures and continuously seek to enhance our defences, we cannot assure that such measures will be effective against all threats. As we expand our operations and integrate additional technologies, our exposure to cybersecurity risks may increase.

Risks Relating to Our Israel Operations

The Company’s entire executive leadership, strategic management, and core operations are based in Israel, operating through its wholly owned subsidiary CTGL Citrine Global Israel Ltd. and its majority-owned subsidiary SkyTech Orion Ltd. Israel Ltd.

On October 7, 2023, a large-scale war broke out in Israel, resulting in a sustained period of national crisis. The war caused widespread uncertainty and instability in the country, disrupted the Israeli economy, and affected the Company’s operations. During 2025, the Company continues to experience significant disruptions because of this ongoing conflict. The Company has focused on carefully monitoring the situation, reviewing its financial position, and evaluating the status of its assets and holdings considering the challenging environment.

Management is actively assessing the potential impacts of the war on the Company’s operations, investments, and liquidity. This includes analyzing risks to ongoing activities, ensuring the stability of existing assets, and preparing for different scenarios that may arise depending on the duration and intensity of the conflict.

The ongoing war in Israel, which began in October 2023, and now continues with operations against Iran, has created a complex and volatile geopolitical and security environment. This conflict involving sustained hostilities in multiple regions, including the southern and northern borders poses several risks to the Company’s current and planned operations in Israel, including:

● Operational Disruption: Armed conflict and heightened security measures may disrupt infrastructure, workforce availability, and supply chains, particularly in areas where the Company’s facilities or partners operate.

● Construction and Project Delays: The Company is in the process of establishing an advanced manufacturing and innovation center in southern Israel. Ongoing hostilities and regional instability may result in delays in construction timelines, regulatory approvals, and deployment of key resources.

● Regulatory and Governmental Prioritization: While the Israeli government has expressed support for the Company’s activities as part of its national UAV strategy, shifting governmental focus toward immediate defense needs may impact funding cycles, regulatory responsiveness, or public infrastructure availability.

● Insurance, Costs, and Logistics: Heightened risk may result in increased insurance premiums, higher costs for security and logistics, and limited access to certain suppliers or service providers operating in affected regions.

● Physical Security and Force Majeure: Prolonged conflict increases the risk of damage to physical assets or interruptions to normal operations due to force majeure events, including missile attacks or military activity in proximity to the Company’s facilities.

Despite these risks, the Company maintains contingency plans, maintains close coordination with governmental authorities, and is strategically aligned with national defense priorities factors which are expected to mitigate long-term adverse effects.

We face risks in our international operations. We plan to derive a significant portion of our revenues from international sales. Entry into new markets as well as changes in international, political, economic or geographic conditions could cause significant reductions in our revenues and profitability. In addition to the other risks from international operations set forth elsewhere in these risk factors, some of the risks of doing business internationally include a potential deterioration in geopolitical or trade relations between countries, international trade sanctions, and imposition of or increases in tariffs and other trade barriers and restrictions. Imposition of or increases in import restrictions or tariffs by any government could lead to retaliatory actions by other countries, which could have broad effects in many industries and economies internationally (see also “Financial-Related Risks – Tariffs and trade tensions could have an adverse effect on economic conditions and financial markets” below). Broad-based international trade conflicts, as well as conflicts involving the State of Israel, such as the “Swords of Iron” war and related geopolitical responses, have had and may continue to have negative consequences on the demand for the products and services outside Israel as well as on exports from other countries to Israel, including by our suppliers (see “Risks Related to Our Israeli Operations and Environment – Conditions in Israel and the Middle East may affect our operations” below). Such conflicts could also make it more difficult for us to meet industrial participation requirements. Some of our global subsidiaries and their employees and business partners are also subject from time to time to protests, vandalism and other forms of disruption and attack that are aimed against Israel, Skytech Orion Global Corp. and/or Israeli defense contractors in general, and which sometimes create risks to our people, disrupt our operations and increase our costs. These efforts, which include organized boycotts and divestment efforts aimed at withdrawing investments, terminating various of our engagements and closing regional facilities, could continue or increase in the future. Other risks of doing business internationally include political and economic instability in the countries of our customers and suppliers, changes in diplomatic and trade relationships among countries and the increasing instances of terrorism and armed conflicts worldwide, some of which may be affected by Israel’s overall political situation. Trade restrictions applied by the Israeli government on certain countries sometimes limit our sales to other governments that themselves do not impose restrictions. In addition, a variety of entity-specific sanctions by the Israeli government, the EU, the U.S. government or other governments or international organizations that apply with respect to our counterparties to certain contracts, may make it difficult or impossible to complete agreements with such counterparties or other related contracts. A continuation or escalation of the conflict between Russia and Ukraine could continue to affect Eastern Europe and other regions and increase the volatility of global economic conditions. We are unable to predict the full impact of either the conflict between Russia and Ukraine or conflicts in the Middle East on the economy generally or on our business and operations. Any of the foregoing risks could have a material adverse effect on our business, reputation, financial condition, results of operations and cash flow.

Risks Related Ownership of Our Securities

Our share price may be volatile and may decline. Numerous factors, some of which are beyond our control and unrelated to our operating performance or prospects, may cause the market price of our ordinary shares to fluctuate significantly. Factors affecting market price include, but are not limited to: (i) variations in our operating results and ability to achieve our key business targets; (ii) sales or purchases of large blocks of stock; (iii) changes in securities analysts’ earnings estimates or recommendations; (iv) differences between reported results and those expected by investors and securities analysts; and (v) changes in our business, including announcements of new contracts  or other major events  by us or by our competitors. In addition, we could be subject to securities class action litigation following periods of volatility in the market price of our ordinary shares.

Other general factors and market conditions that could affect our stock price include but are not limited to changes in: (i) the market’s perception of our business; (ii) the businesses, earnings estimates or market perceptions of our competitors or customers; (iii) the outlook for the defense, homeland security and commercial aviation industries; (iv) general market, economic (including changes in Israel’s credit rating) or health (including pandemics) conditions unrelated to our performance; (v) the legislative or regulatory environment; (vi) government defense spending or appropriations; (vii) military or defense activities and conflicts locally and worldwide; (viii) the level of national or international hostilities; and (ix) the general geopolitical environment (including the perceived value of investing in an Israeli defense company). A significant increase in our share price can also increase our payment obligations under our stock price-linked employee compensation plans.

Restrictions under Israeli government grant may pose specific demands on our operational and corporate flexibility

The Company has received a grant from the Israeli Ministry of Economy and Industry , which subjects certain aspects of its operations to regulatory and contractual restrictions. Under the terms of the applicable grant and governing regulations, SkyTech Orion Ltd. and the real property associated with the funded project are required to remain under majority Israeli ownership and control for a specified period.

These requirements may restrict the Company’s ability to effect changes in its ownership structure, including transfers of equity interests, mergers, acquisitions, or other strategic transactions involving the relevant entity. In addition, the Company may be limited in its ability to sell, lease, or otherwise transfer rights in the associated land without prior governmental approval.

Any failure to comply with these requirements, or any attempt to undertake restricted action without obtaining the necessary approvals, could result in the imposition of penalties, including the obligation to repay all or a portion of the grant, along with additional sanctions.

A certain group of the Company’s stockholders may exert significant influence over its affairs, including the outcome of matters requiring stockholder approval.

Currently, a certain group of stockholders, including our Chairperson and Chief Executive Officer, Ora Elharar Soffer (directly and through Beezhome Technologies Ltd and Citrine S A L Investment & Holdings Ltd) and others, collectively own a majority of the issued and outstanding shares of the Company. As a result, such individuals will have the ability, acting together, to control the election of the Company’s directors and the outcome of corporate actions requiring stockholder approval, such as: (i) a merger or a sale of the Company, (ii) a sale of all or substantially all of its assets, and (iii) amendments to its certificate of incorporation. This concentration of voting power and control could have a significant effect in delaying, deferring or preventing an action that might otherwise be beneficial to the Company’s other stockholders and be disadvantageous to the Company’s stockholders with interests different from those individuals. Certain of these individuals also have significant control over the Company’s business, policies and affairs as officers or directors of the Company. Therefore, you should not invest in reliance on your ability to have any control over the Company.

As of the date of this filing, our executive officers and directors own, in the aggregate, beneficially own approximately 35.3% of our outstanding common stock as of the date of this filing. As a result, these people, acting together, would be able to significantly influence all matters requiring stockholder approval, including the election and removal of directors, any merger, consolidation, sale of all or substantially all of our assets, or other significant corporate transactions.

You may experience future dilution because of future equity offerings.

We have incurred losses and may require additional capital to support our operations and growth. We have incurred operating losses and may continue to require significant capital to fund research and development, production scaling, regulatory compliance, and market expansion. Our ability to achieve profitability depends on a variety of factors, including successful commercialization, cost management, and market adoption of our solutions. If we are unable to raise additional capital on acceptable terms, we may be required to delay or reduce our operations, which could adversely affect our business.

Our Amended and Restated Articles of Incorporation authorize the issuance of a maximum 2,000,000,000 shares of common stock. Any additional financing effected by us may result in the issuance of additional securities without stockholder approval and the substantial dilution in the percentage of common stock held by our then existing stockholders. In addition, we have reserved 380,000,000 shares of common stock for issuance under the 2018 Equity Incentive Plan. The issuance of such additional shares of common stock, or securities convertible or exchangeable into common stock, may cause the price of our common stock to decline. Additionally, if all or a substantial portion of these shares are resold into the public markets then the trading price of our common stock may decline.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

We currently do not have and may never obtain research coverage by securities analysts. If no securities analysts commence coverage of our company, or if industry analysts cease coverage of our company, the trading price for our stock could be materially and adversely impacted. In the event we obtain securities analyst coverage, if one or more of the analysts who cover us downgrade our stock or publish inaccurate or unfavorable research about our business, our stock price may be materially and adversely impacted. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline.

If the price of our common stock fluctuates significantly, your investment could lose value.

Our common stock is quoted on the OTC under the symbol “CTGL,” and, to date, has traded on a limited basis.” We cannot assure you that an active public market will continue for our common stock. If an active public market for our common stock does not continue, the trading price and liquidity of our common stock will be materially and adversely affected. If there is a thin trading market or “float” for our stock, the market price for our common stock may fluctuate significantly more than the stock market as a whole. Without a large float, our common stock would be less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stock may be more volatile. In addition, in the absence of an active public trading market, investors may be unable to liquidate their investment in us. Furthermore, the stock market is subject to significant price and volume fluctuations, and the price of our common stock could fluctuate widely in response to several factors, including, but not limited to:

our quarterly or annual operating results;

changes in our earnings estimates or failure to accurately forecast and appropriately plan our expenses;

failure to achieve our growth expectations;

failure to attract new customers or retain existing customers;

the effect of increased or variable competition on our business;

additions or departures of key or qualified personnel;

failure to adequately protect our intellectual property;

costs associated with defending claims, including intellectual property infringement claims and related judgments or settlements;

changes in governmental or other regulations affecting our business;

our compliance with governmental or other regulations affecting our business; and

changes in global or regional industry, general market, or economic conditions.

The stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices of the securities of many companies, including companies in our industry. The changes may not be possible to predict and often appear to occur without regard to specific operating performance. The price of our common stock could fluctuate based upon factors that have little or nothing to do with our company and these fluctuations could materially reduce our stock price.

Delaware law contains provisions that could discourage, delay, or prevent a change in control of the Company, prevent attempts to replace or remove current management and reduce the market price of its common stock .

Provisions in the Company’s certificate of incorporation and bylaws may discourage, delay or prevent a merger or acquisition involving the Company that its stockholders may consider favorable. For example, the Company is subject to the anti-takeover provisions of the Delaware General Corporation Law (“DGCL”). Under these provisions, if anyone becomes an “interested stockholder,” the Company may not enter into a “business combination” with that person for three years without special approval, which could discourage a third party from making a takeover offer and could delay or prevent a change in control of the Company. An “interested stockholder” is, generally, a stockholder who owns 15% or more of the Company’s outstanding voting stock or an affiliate of the Company who has owned 15% or more of the Company’s outstanding voting stock during the past three years, subject to certain exceptions as described in the DGCL.

We do not intend to pay dividends for the foreseeable future.

We have never declared or paid cash dividends on our capital stock nor are we under any obligation to declare or pay such cash dividends. We currently intend to retain any future earnings to fund our operations and the development and growth of our business, and we do not expect to declare or pay any dividends in the foreseeable future. Our future ability to pay cash dividends on our capital stock may be limited by any future debt instruments or preferred securities. As a result, investors may only receive a return on their investment in our common stock if the market price of our common stock increases to a price above the price paid for them and then sell such shares.

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

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide information necessary to understand our audited consolidated financial statements for the fiscal years ended December 31, 2025 and December 31, 2024 and highlight certain other information which, in the opinion of management, will enhance a reader’s understanding of our financial condition, changes in financial condition and results of operations. In particular, the discussion is intended to provide an analysis of significant trends and material changes in our financial position and the operating results of our business during the year ended December 31, 2025, as compared to the fiscal year ended December 31, 2024. This discussion should be read in conjunction with our consolidated financial statements for the fiscal years ended December 31, 2025 and December 31, 2024 and related notes included elsewhere in this Annual Report on Form 10-K. These historical financial statements may not be indicative of our future performance. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contain numerous forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risks described throughout this filing, particularly in “Item 1A. Risk Factors.”

Significant Recent Events

On January 7, 2025, Deer Light Ltd signed an investment agreement with SkyTech Orion Global Corp. (the “Company”). under which it committed to invest USD 137,000 in exchange for 13.7 million common shares and warrants to purchase an additional 13.7 million shares at an exercise price of $0.01 per share. The warrants are exercisable by December 31, 2025, or upon uplisting to a national stock exchange, whichever comes first. The investment is to be completed no later than March 15, 2025, and may be partially executed through direct supplier payments. As of March 2025, the investment has been fully completed. On November 30, 2025, the warrants were exercised, and an additional 13.7 million common shares were issued to Deer Light Ltd.

On January 12, 2025, SkyTech Orion Ltd., the Israeli subsidiary of CTGL - Citrine Global., received official notification from the Israeli Ministry of Economy and Industry that it had been awarded a government grant in the amount of NIS 12.5 million (approximately USD 4 million). The grant, in the amount of NIS 12.5 million (approximately USD 4 million), is structured as reimbursements of approximately 37.5% of the Company’s eligible expenses, including construction, equipment, services, and other costs submitted in connection with the establishment of the SkyTech Innovation and Production Center. The grant was awarded as part of a national strategic program supporting the defense sector. The funds are designated for the establishment of the SkyTech Innovation and Production Center in the city of Yeruham, Israel, on land of 11.7-dunam (about 2.89 acres) plot. that had previously been allocated to the subsidiary by the State of Israel as part of a prior grant for the construction of an Operational Innovation Center.

This new grant is in addition to the prior allocation and supports the construction of approximately 5,000 square meters the Center that will include assembly lines, R&D laboratories, testing facilities, and an advanced production system focused on developing and manufacturing defense-grade UAV and drone solutions.

On January 23, 2025, a shareholders’ meeting of SkyTech Orion Ltd. (Previously named Cannovation Center Israel Ltd.)was held with the participation of all shareholders: CTGL Citrine Global Israel Ltd., holding 60% (a subsidiary of Citrine Global Corp., Beezhome Technologies Ltd. (owned by Ms. Ora Elharar Soffer, SkyTech Orion Ltd. CEO), holding 20%, and Golden Holdings Finance, holding 20%. All shareholders were given the opportunity to support SkyTech Orion Ltd. , including by providing personal guarantees for existing loans as well as for obligations under the government grant. CTGL Citrine Global Israel Ltd. expressed its support, and Beezhome Technologies Ltd., through its owner and SkyTech Orion Ltd.’s CEO, Ms. Ora Elharar Soffer, personally signed guarantees in connection with the existing loans and the government grant commitments, thereby providing the direct backing required to advance SkyTech Orion Ltd. activities. On 29 May 2025 after the period granted to Golden Holdings Finance had passed, and since it did not provide any support or personal guarantees, SkyTech Orion Ltd. executed the resolution. Pursuant to this resolution, new shares were allocated to CTGL Citrine Global Israel Ltd., increasing its holdings to 69.5%, and to Beezhome Technologies Ltd., increasing its holdings to 29.5%. As a result, the holdings of Golden Holdings Finance in SkyTech Orion Ltd. (Previously named Cannovation Center Israel Ltd.(were diluted to approximately 1%.

On March 5, 2025, the Board approved a Directors & Officers (D&O) insurance policy with coverage of USD 3 million at an annual premium of USD 23,750.

On March 26, 2025, the Board approved to increase the share capital of Cannovation Center Israel Ltd. and CTGL Citrine Global Israel Ltd.

On March 26, 2025, SkyTech Orion Ltd. (Previously named Cannovation Center Israel Ltd.) increased the use of the credit facility originally entered into in March 2023 with S.R. Accord Ltd. to an amount of NIS 1,000,000 (approximately $330,000) with the credit frame of NIS Three Million New Israeli Shekels (NIS 3,000,000) (approximately USD 965,000). In accordance with the framework agreement with S.R. Accord, the facility was supported by formal signatures from the following entities: Citrine Global Corp. (DBA SkyTech Orion Global Corp.) ), CTGL Citrine Global Israel Ltd., SkyTech Orion Ltd. (Previously named Cannovation Center Israel Ltd., and Beezhome Technologies Ltd., a private company wholly owned by Ms. Ora Elharar Soffer. In addition, personal guarantees were provided by Ms. Ora Elharar Soffer and Mr. Lior Asher, and the Company together with its affiliates undertook to provide full indemnification to the guarantors for any liability that may arise from the personal guarantee.

On April 3, 2025, A binding Settlement Agreement was reached with a former consultant of our subsidiary, Cannovation Center Israel Ltd., relating to management fees and compensation for the notice period. This has been fully paid.

On April 8, 2025, in accordance with the grant requirements, a digital bank guarantee in the amount of NIS 625,000 (approximately USD 196,000) was issued by Bank Mizrahi. The guarantee is backed by an unlimited personal guarantee from Ms. Ora Elharar Soffer and a limited personal guarantee from Mr. Meir Aharon, who, through his consulting and construction company, has been engaged to build the SkyTech Center in Yeruham.

On April 8, 2025, a contract was signed with M. Aharon Construction & Projects Ltd. for the construction of the concrete skeleton of the SkyTech Center in Yeruham. The agreement includes exclusivity subject to conditions, with price adjustments permitted in exceptional circumstances such as significant material cost increases or delays in permitting. Mr. Aharon committed to a personal guarantee and bank collateral, and the Company undertook to grant him the right of first refusal, a bonus for his commitment (including options), and full indemnification by Citrine Global, SkyTech Orion Ltd. (Previously named Cannovation Center Israel Ltd.), and CTGL. The Company is no longer bound by this contract and may request proposals from other companies.

On May 13, 2025, the Israeli subsidiary Cannovation Center Israel Ltd. changed its name to SkyTech Orion Ltd .

On June 19, 2025, the Board of Directors of SkyTech Orion Ltd., of which the Company, through its wholly-owned subsidiary CTGL Citrine Global Israel Ltd., holds 69.5% of the shares resolved that, in light of the personal exposure of Ms. Ora Elharar Soffer, the Company’s Chairwoman and CEO, who personally invests funds and is the only shareholder continuously supporting SkyTech Orion Ltd. by providing services, personal guarantees and financial resources, and also is the sole owner of BeezzHome Technologies Ltd. holding 29.5% of the shares of SkyTech Orion Ltd., shall be granted Anti-Dilution Protection with respect to its holdings in SkyTech Orion Ltd.

On June 26, 2025, Citrine Global Corp. changed its name to SkyTech Orion Global Corp. in Delaware, reflecting its strategic focus on UAV and drone solutions.

On September 29, 2025 Mr Lior Asher was appointed Director at SkyTech Orion Global Corp. in addition to him serving as director in the Israeli subsidiaries.

On October 5th, 2025, Mr Lior Asher was appointed Director at SkyTech Orion Global Corp. in addition to him serving as director in the Israeli subsidiaries CTGL Citrine Global Israel Ltd. and SkyTech Orion Ltd.

During the period, and following a number of board meetings and discussions, the company’s Board of Directors approved the granting of bonuses to the Company’s officers and external consultants, in a total amount of approximately $126 thousand. The bonuses were granted as consideration for professional services, management efforts, the preparation and submission of the financial reports, support of the changes in the Company’s operations, and additional actions performed. As the Company’s cash flow position did not allow for cash payments, and in accordance with the terms approved at the time the obligations were incurred, the consideration is being settled through the issuance of the Company’s common shares at a price of $0.001 per share. This price reflects the share price during an extended period in which no material trading activity occurred, corresponding to the period in which the underlying obligations were established.

The total consideration represents the issuance of approximately 126 million common shares, allocated proportionally among all eligible recipients based on the value of services and compensation approved for each party. In addition, all eligible recipients were granted the option to receive the consideration in cash at a future date, subject to the completion of a capital raise and approval by the Board of Directors. The portion of the total amount attributable to the Company’s officers is as follows: Ora Elharrar-Soffer $50,000 , Ilanit Halperin – $20,000, Lior Asher – $20,000 , David Kretzmer – $5,000 The remaining amount relates to consultants who supported the Company’s activities.

On September 29, 2025, the Board of Directors approved a reverse stock split at a ratio ranging from 1-for-2 to 1-for-20, with the final ratio to be determined by the Board.

In October 2025, SkyTech Orion Global Corp., (ID26558833) a Maryland corporation, was established and initially owned by attorney David Price. On January 27, 2026, SkyTech Orion Global Corp., (ID26558833) the Maryland entity was transferred and became a wholly owned (100%) subsidiary of SkyTech Orion Global Corp., a Delaware corporation.

On November 29, 2025, the Company received the approval of its shareholders to effect a reverse stock split at a ratio ranging from 1-for-2 to 1-for-20.

On December 22 rd , 2025, The board approved to raised its authorized common shares from 1,500,000,000 to 2,000,000,000

Subsequent Events

On January 21, 2026, the board approved :

The opening of a bank account for SkyTech Orion Global Corp. Delaware SkyTech Orion Global Corp Maryland with the signatories: The CEO Ora Elharar-Soffer and David Kretzmer , Director.

To increase the company’s existing ESOP from 180,000,000 to 380,000,000 options (an additional 200,000,000 options), to be used for employees and advisors in Israel.

To updated compensation plan and equity allocations, A. Equity-Based Compensation (Options and/or Shares) Advisors and Service Providers: The Board approved a total issuance of approximately 32 million shares and 15.5 million options to U.S. and Israel-based advisors and service providers. The Company’s management was authorized to allocate these instruments based on individual contribution according to each advisor’s respective agreement and specific vesting and retention terms. B. Directors and Senior Management: The Board approved the grant of stock options to purchase ordinary shares, vesting quarterly over a two-year period, as follows: Ora Elharar-Soffer: 100 million options (exercise price at market price on grant date + 10%), vesting over two years starting September 2025. Lior Asher: 41 million options, exercise price at market price on grant date , vesting over two years starting September 2024.Ilanit Halperin: 20 million options, exercise price at market price on grant date ,vesting over two years starting September 2025. Ronit Pasternak: 10 million options, exercise price at market price on grant date ,vesting over two years starting September 2025.David Kretzmer: 7.5 million options, exercise price at market price on grant date ,vesting over two years starting September 2025.All grants are subject to the terms and conditions of the Company’s existing Share Option Plans, as previously approved for senior management and advisors respectively. B. Cash Compensation Effective January 2026, the Board approved updated monthly management fees and salaries for the following officers: Ora Elharar-Soffer (USD 30,000), Ilanit Halperin (USD 12,000), and David Kretzmer (USD 5,000).Effective January 2026, the Board approved updated monthly management fees and salaries for the following officers: Ora Elharar-Soffer (USD 30,000), Ilanit Halperin (USD 12,000), and David Kretzmer (USD 5,000).

The board also reapproved full and irrevocable indemnification from SkyTech Orion Global Corp and its subsidiaries (CTGL Citrine Global Israel Ltd and SkyTech Orion Ltd) to Ora Elharar-Soffer and Lior Asher for all personal guarantees, commitments, loans, and obligations undertaken by them personally or through their companies on behalf of the company.

The Board resolved to terminate all activities related to nutritional supplements to focus exclusively on the defense and drone sectors. All related commercial engagements, including those with “iBOT Israel,” were canceled, and all prior payments made by the Company will be refunded to the company against a credit invoice. Ora Elharar-Soffer is authorized to continue the activity privately should she choose. All rights will be transferred to her without consideration, and SkyTech waives any further claims or responsibility regarding this field.

The board approved renting approx. 300 sqm in Ofakim from “Or HaTzvi,” owned by Director Lior Asher, subject to final approval by the Ora Elharar Soffer the CEO and execution of a approved lease agreement.

On January 27, 2026, it was resolved by SkyTech Orion Global Corp. Delaware that since it represents 100% of the issued stock of SKYTECH ORION GLOBAL CORP. (Maryland) and that the Board of Directors for Skytech Orion Global Corp. (Maryland #D26558833) shall be Ora Elharar Soffer, Ilanit Halperin, David Kretzmer and Lior Asher

On March 11, 2026, the board approved

An engagement with a U.S. investment firm to lead the Company’s capital raising efforts.

A bridge loan of approximately $100,000 (NIS 345,000) from an Israeli  financing company. The loan has a term of 6 months, with the lender holding the option for early repayment or conversion of the debt into Company shares at a price of $0.20 per share. The CEO, Ora Elharar-Soffer, and Director Lior Asher provided personal guarantees for this loan, and the Board approved a full indemnification by the Company for these guarantees. Upon receipt of new funding, the Board resolved to prioritize the full reimbursement of all loans and funds previously provided by the CEO and a Director.

The Board approved the allocation of 500,000 shares to (David Kretzmer) a Director’s professional firm, subject to a formal agreement.

The board approved to appoint a legal counsel for the Private Placement and uplisting to NASDAQ

Components of Operating Results

The following discussion summarizes the key factors our management believes are necessary for an understanding of our consolidated financial statements.

Revenues

We have not generated any revenues from product sales as of December 31, 2025.

Research and Development Expenses

The process of researching and developing the products is lengthy, unpredictable, and subject to many risks. We expect to continue incurring expenses for the next several years for research and development as we continue to develop products and innovative solutions. We are unable, with any certainty, to estimate either the costs or the timelines in which those expenses will be incurred. Our current development plans focus on the development of plant-based solutions.

Our research and development costs include costs are composed of:

● internal recurring costs, such as personnel-related and consultants costs (salaries, employee benefits, equity compensation and other costs), materials and supplies, facilities and maintenance costs attributable to research and development functions; and

● fees paid to external parties who provide us with contract services, such as preclinical testing, manufacturing and related testing and activities.

Marketing

Marketing expenses consist primarily of salaries, employee benefits, equity compensation, and other personnel-related costs associated with executive and other support staff. Other significant marketing expenses include the costs associated with professional fees to develop our marketing strategy.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries, employee benefits, equity compensation, and other personnel-related costs associated with executive, administrative and other support staff. Other significant general and administrative expenses include the costs associated with professional fees for accounting, auditing, insurance costs, consulting and legal services, along with facility and maintenance costs attributable to general and administrative functions.

Financial Expenses

Financial expenses consist primarily impact of exchange rate derived from re-measurement of monetary balance sheet items denominated in non-dollar currencies. Other financial expenses include bank’s fees and interest on long term loans .

Results of Operations

Year ended December 31, 2025 as compared to the year ended December 31, 2024

The following table presents our results of operations for the years ended December 31, 2025 and 2024

Year ended

December 31

Research and development expenses – related parties

Marketing, general and administrative expenses – related parties

Marketing, general and administrative expenses

Operating loss

Financing expenses, net:

Expenses related to convertible loan terms – related parties

Expenses related to revaluation of investments

Other financing expenses, net

Financing expenses, net

Net loss attributable to Common stockholders

During the year ended December 31, 2025 and 2024, the Company did not record any revenue.

The Company’s research and development expenses increased to $316 during the year ended December 31, 2025, compared to approximately $0 during the prior year. Research and development expenses relate to the activities in the defense sector, which began in the third quarter of 2025.

The Company’s marketing, general and administrative expenses during the year ended December 31, 2025, were $939,000 compared to $1,238,000 during the year ended December 31, 2024. The decrease in our marketing, general and administrative expenses is primarily attributable to the decrease in professional services as well as in our non-cash share-based compensation expenses

During the year ended December 31, 2025, the Company incurred financial expenses, net of $78,000, as compared to financial expenses of $313,000 during the year ended December 31, 2024.

The decrease in financial expense is primarily attributable to decrease in finance expenses related to our convertible loans, which were converted to equity at December 31, 2024 .

As a result of the above, the Company incurred a net loss of approximately $1,917,000 during the twelve months ended December 31, 2025 as compared to a net loss of approximately $2,298,000 in 2024.

Liquidity and Capital Resources

At December 31, 2025, we had current assets of $166,000 compared to total current assets of $140,000 as of December 31, 2024. At December 31, 2025, we had current liabilities of $4,757,000 as compared to $3,604,000 as of December 31, 2024. At December 31, 2025, we had total liabilities of $5,468,000 as compared to $4,315,000 as of December 31, 2024. The increase is mainly attributed to the increase in the balance of accrued expenses.

At December 31, 2025, we had a cash balance of $10,000 compared to the cash balance of $1,000 as of December 31, 2024.

At December 31, 2025, we had a working capital deficiency of $4,591,000 as compared with a working capital deficiency of $3,464,000 at December 31, 2024.

The following table provides a summary of operating, investing, and financing cash flows for the years ended December 31, 2025 and 2024 respectively (in thousand):

Year Ended

December 31, 2025

December 31, 2024

Net cash used in operating activities

Net cash provided by investment activities

Net cash used in (provided by) financing activities

As of September 2024, the Company renewed its short term loan with S.R. Accord Ltd. in the amount of approximately NIS 660,000 (approximately $176,000). As part of the renewal, Mr. Lior Asher signed as a personal guarantor, joining Ms. Ora Elharar Soffer as guarantor. In addition, the Company, its Israeli subsidiary CTGL – Citrine Global Israel Ltd., and Beezhome Technologies Ltd., a private company wholly owned by Ms. Ora Elharar Soffer, signed the agreement. While Netto Holdings Ltd. and Mr. Ilan Ben Ishay had originally undertaken to provide personal guarantees, they had not executed such guarantees as of that date. All collateral under the Credit Facility remained in place, including a first-priority lien over the Company’s rights and the 125,000 sq. ft. (11,687 sq. meters) industrial parcel in Yeruham, Israel, as well as additional collateral intending to secure repayment of the loan and to cover any damage, debt, or obligation arising from the Credit Facility. The Company, together with CTGL – Citrine Global Israel Ltd. and SkyTech Orion Ltd. (Previously named Cannovation Center Israel Ltd.), undertook to fully indemnify both Ms. Elharar Soffer and Mr. Lior Asher for any liability, damage, or loss that may result from their personal guarantees. On March 31, 2025, the total amount of the short term loan was increased to NIS 1,050,000 (approximately $329,000), with all guarantees and collateral remaining in place.

On August 2025, SR Accord extending the credit facility agreement with SkyTech Orion Ltd. (Previously named Cannovation Center Israel Ltd.)until March 31, 2027. The facility is supported by guarantees of CTGL Citrine Global Israel Ltd. and Citrine Global Corp., as well as personal guarantees signed by Ora Elharar-Soffer, the Company’s CEO, and Lior Asher, a director of SkyTech Orion Ltd. With respect to the personal guarantees of Ora Elharar-Soffer and Lior Asher, SkyTech Orion Ltd. (Previously named Cannovation Center Israel Ltd.),CTGL Citrine Global Israel Ltd., and Citrine Global Corp. have confirmed, in line with prior Board resolutions, their undertaking to provide indemnification and comprehensive protections to the guarantors.

Based on the Company’s current cash balances and the access to the Credit Facility described above, the Company believes that it has sufficient funds for its plans for the next twelve months from the issuance of these financial statements. As the Company is embarking on its activities as detailed herein, it is incurring losses. It cannot determine with reasonable certainty when and if it will have sustainable profits.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Recently issued accounting pronouncements

Recently issued accounting pronouncements are described in the notes to our financial statements for the years ended December 31, 2025 and 2024, which are included within Item 8 in this annual report.

Critical Accounting Policies and Estimates

Our significant accounting policies are described in the notes to our financial statements for the years ended December 31, 2025 and 2024 and which included within Item 8 in this annual report. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities. We consider the following accounting policies to be critical to our financial statements because they require the most difficult, subjective, or complex judgments.

Share-Based Compensation: We measure and recognize compensation expense for all stock option grants to employees, directors, and consultants based on the fair value of the award on the date of grant. The fair value is estimated using the Black-Scholes option-pricing model, which requires management to make significant assumptions regarding volatility, the expected life of the option, and the risk-free interest rate. These assumptions are based on historical data and management’s judgment, and changes to these assumptions could have a material impact on the amount of share-based compensation expense recorded.

Investments Valued Under the Measurement Alternative: Our long-term investments in privately held companies, such as Nanomedic Technologies Ltd., MyPlant Bio Ltd., and iBOT Israel Botanicals Ltd., are carried at cost, less impairment, and adjusted for observable price changes. Due to the absence of a readily determinable fair value for these investments, we periodically perform a qualitative assessment to identify any impairment. This assessment requires significant management judgment regarding the financial health and business prospects of these companies.

SKYTECH ORION GLOBAL CORP.

(formerly Citrine Global Corp.)

CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2025

SKYTECH ORION GLOBAL CORP.

CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2025

IN U.S. DOLLARS IN THOUSANDS

TABLE OF CONTENTS

Page

CONSOLIDATED FINANCIAL STATEMENTS:

Report of Independent Registered Public Accounting Firm (PCAOB ID No. 1057 )

Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated Statements of Operation and Comprehensive Loss for the years ended December 31, 2025 and 2024

Statements of Changes in Shareholders’ Deficit for the years ended December 31, 2025 and 2024

Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024

Notes to Consolidated Financial Statements

S omekh Chaikin

KPMG Millennium Tower

17 Ha’arba’a Street, PO Box 609

Tel Aviv 61006, Israel

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Skytech Orion Global Corp. (formerly known as Citrine Global Corp.)

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Skytech Orion Global Corp and subsidiaries (formerly known as Citrine Global Corp) (“the Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, changes in shareholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

Somekh Chaikin

Member Firm of KPMG International

We have served as the Company’s auditor since 2022.

Tel Aviv, Israel

April 15, 2026

KPMG Somekh Chaikin, an Israeli partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee

SKYTECH ORION GLOBAL CORP.

CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands except share and per share data)

December 31,

December 31,

Assets

Current Assets

Cash and cash equivalents

Prepaid expenses

Other current assets – related party

Other current assets

Total Current assets

Non-current assets

Investments valued under the measurement alternative (Note 3)

Property and equipment, net (Note 4)

Total non-current assets

Total assets

Liabilities and Shareholders’ Deficit

Current Liabilities

Short term loan (Note 5)

Accounts payable

Accounts payable – related parties

Accounts payable

Accrued compensation and expenses – related parties

Accrued expenses

Total current liabilities

Non-current liability

Related parties (Note 6)

Total liabilities

Shareholders’ Deficit (Note 7)

Common stock, par value $ 0.0001 per share, 1,500,000,000 shares authorized at December 31, 2025 and 2024; 1,247,885,009 and 1,044,074,409 shares issued and outstanding at December 31, 2025 and 2024, respectively

Additional paid-in capital

Stock to be issued

Accumulated deficit

Accumulated other comprehensive income

Total shareholders’ deficit

Total liabilities and shareholders’ deficit

The accompanying notes are an integral part of the consolidated financial statements.

SKYTECH ORION GLOBAL CORP.

CONSOLIDATED STATEMENTS OF OPERATION AND COMPREHENSIVE LOSS

(U.S. dollars in thousands except share and per share data)

Year ended

December 31

Research and development expenses – related parties

General and administrative expenses – related parties

General and administrative expenses

Operating loss

Financing expenses, net:

Expenses related to convertible loan terms – related parties

Expenses related to revaluation of investments

Other financing expenses, net

Financing expenses, net

Net loss attributable to Common stockholders

Loss per Common Stock (basic and diluted)

Basic weighted average number of shares of Common Stock outstanding

Comprehensive loss:

Net loss

Other comprehensive loss attributable to foreign currency translation

Comprehensive loss

Less than $0.01

The accompanying notes are an integral part of the consolidated financial statements.

SKYTECH ORION GLOBAL CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(U.S. dollars in thousands, except share and per share data)

Stock

Amount

Capital

issued

deficit

Income

(deficit)

Common Stock

Additional paid-in

Stock to be

Accumulated

Accumulated other comprehensive

Total

shareholders’

Stock

Amount

Capital

issued

deficit

Income

deficit

BALANCE AT DECEMBER 31, 2023

CHANGES DURING THE YEAR ENDED DECEMBER 31, 2024:

Issuance of shares under share purchase agreement

Proceeds on account of shares not yet issued

Stock based compensation

Convertible component in convertible notes classified as equity

Other comprehensive loss

Net loss

BALANCE AT DECEMBER 31, 2024

Balance

CHANGES DURING THE YEAR ENDED DECEMBER 31, 2025:

Issuance of shares under share purchase agreement

Proceeds on account of shares not yet issued

Stock based compensation

Other comprehensive loss

Net loss

BALANCE AT DECEMBER 31, 2025

Balance

The accompanying notes are an integral part of the consolidated financial statements.

SKYTECH ORION GLOBAL CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands)

Year ended

December 31

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss

Adjustments to reconcile net loss to net cash used in operating activities:

Finance expenses, net

Financial expenses with respect to convertible notes and loans – related parties

Stock-based compensation

Fair value adjustment of investments

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

Accounts payable and accrued expenses - related parties

Accounts payable and accrued expenses

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisition of fixed assets

Net cash provided by investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from short-term loan – related party

Issuance of shares

Proceeds under credit facility

Proceeds on account of shares not yet issued

Proceeds from short-term loan

Repayment of short-term loan

Net cash provided by (used in) financing activities

Effect of exchange rates on cash and cash equivalents

Net increase (decrease) in cash, cash equivalents

CASH, CASH EQUIVALENTS AT BEGINNING OF THE YEAR

CASH, CASH EQUIVALENTS AT END OF THE YEAR

Less than 1 thousand

The accompanying notes are an integral part of the consolidated financial statement

S KYTECH ORION GLOBAL CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands)

Year ended

December 31

Supplemental disclosure of cash flow information:

Non-cash transactions:

Convertible component in convertible notes classified as equity

Issued shares against short term loan

Conversion of convertible notes into equity

SKYTECH ORION GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – GENERAL

SkyTech Orion Global, Corp. (DBA SkyTech Orion Global Corp.) (“Citrine Global” or the “Company”) was incorporated under the laws of the State of Delaware on May 26, 2010. The Company’s common stock is traded in the United States on the OTC market under the ticker symbol “CTGL.” On June 26, 2025, Citrine Global Corp. changed its name to SkyTech Orion Global Corp. in Delaware, reflecting its strategic focus on UAV and drone solutions.

On June 3, 2020 the Company established a wholly owned new Israeli subsidiary: CTGL – Citrine Global Israel Ltd, (the “Israeli Subsidiary”).

On August 20, 2020, the Israeli Subsidiary CTGL – Citrine Global Israel Ltd., Beezhome Technologies Ltd., a company owned and controlled by the Company’s Chief Executive Officer and Golden Holdings Neto Ltd., a company in which Ilan Ben-Ishay, a former director of the Company, holds shares, incorporated SkyTech Orion Ltd. (Previously named Cannovation Center Israel).

CTGL – Citrine Global Israel Ltd.(Israeli Subsidiary holds 60 % of SkyTech Orion Ltd. shares, while each of Beezhome Technologies Ltd. and Golden Holdings Neto Ltd. holds 20 % of its shares.

On May 13, 2025, the Israeli subsidiary Cannovation Center Israel Ltd. changed its name to SkyTech Orion Ltd .

On May 29, 2025, SkyTech Orion Ltd. executed the resolution to reallocate shares. Following this resolution, CTGL Citrine Global Israel Ltd. increased its holdings to 69.5 % and Beezhome Technologies Ltd. to 29.5 %, while Golden Holdings Finance’s stake in SkyTech Orion Ltd. was diluted to approximately 1%.

Financial support

On March 6, 2023 SkyTech Orion Ltd. (Previously named Cannovation Center Israel Ltd.) and S.R. Accord Ltd., an Israeli company (“Lender”), entered into an 18-month credit facility agreement (the “Credit Facility”) pursuant to which Lender has committed to fund SkyTech Orion Ltd. in an aggregate amount of NIS 3,000,000 (approximately $ 857,000 ), as needed. At the time of each draw down, SkyTech Orion Ltd. and Lender will determine the maturity date of the loan. All amounts drawn under the Credit Facility will bear interest at a monthly rate of 1.7 %. SkyTech Orion Ltd. has the right to pre-pay the entire amount outstanding under the Credit Facility at any time. As security for any loans under the Credit Facility, SkyTech Orion Ltd. granted the Lender a first priority lien on its rights to the 125,000 sq ft ( 11,687 sq meters) of industrial land in Yerucham (see note 4(1) below). The lien will become effective only if SkyTech Orion Ltd. utilizes the Credit Facility. If the market value of the Premises is less than the amount outstanding under the Credit Facility, then Lender will be entitled to additional security including additional shares of Citrine Global common stock, on such terms and conditions as the parties may agree. As additional security for any payments due to Lender, Israeli Subsidiary, (ii) Beezhome and (iii) Netto Holdings, an unaffiliated entity under the partial control of Ilan Ben Ishay, a director on the board of SkyTech Orion Ltd., as well as each of Ms. Elharar Soffer and Mr. Ben Ishay in their personal capacities, have provided guarantees for the repayment of any amounts that may be owing to Lender under the Credit Facility. SkyTech Orion Ltd. has agreed to indemnify Ms. Elharar Soffer and Mr. Ben Ishay for any losses they incur as a result of the guarantee. As of September 2024, the Company renewed its short term loan with S.R. Accord Ltd. in the amount of approximately NIS 660,000 (approximately $ 176,000 ). As part of the renewal, Mr. Lior Asher signed as a personal guarantor, joining Ms. Ora Elharar Soffer as guarantor. In addition, the Company, its Israeli subsidiary CTGL – Citrine Global Israel Ltd., and Beezhome Technologies Ltd., a private company wholly owned by Ms. Ora Elharar Soffer, signed the agreement. While Neto Holdings Ltd. and Mr. Ilan Ben Ishay had originally undertaken to provide personal guarantees, they had not executed such guarantees as of that date. All collateral under the Credit Facility remained in place, including a first-priority lien over the SkyTech Orion Ltd.’s rights and the 125,000 sq. ft. ( 11,687 sq. meters) industrial parcel in Yerucham, Israel, as well as additional collateral intended to secure repayment of the loan and to cover any damage, debt, or obligation arising from the Credit Facility. The Company, together with CTGL – Citrine Global Israel Ltd. and SkyTech Orion Ltd., undertook to fully indemnify both Ms. Elharar Soffer and Mr. Lior Asher for any liability, damage, or loss that may result from their personal guarantees.

SKYTECH ORION GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – GENERAL (cont.)

On March 31, 2025, the total amount of the short term loan was increased to NIS 1,000,000 (approximately $ 280,000 at that time ), with all guarantees and collateral remaining in place.

In August 2025, SR Accord extended the credit facility agreement with SkyTech Orion Ltd. until March 31, 2027 and in April 2025, SR Accord extended the credit facility agreement with SkyTech Orion Ltd. until September 30, 2027. The facility is supported by guarantees of CTGL Citrine Global Israel Ltd. and Citrine Global Corp., as well as personal guarantees signed by Ora Elharar-Soffer, the Company’s CEO, and Lior Asher, a director of SkyTech Orion Ltd.

With respect to the personal guarantees of Ora Elharar-Soffer and Lior Asher, SkyTech Orion Ltd., CTGL - Citrine Global Israel Ltd., and Citrine Global Corp. have confirmed, in line with prior Board resolutions, their undertaking to provide indemnification and comprehensive protections to the guarantors. See also Note 5 below.

The Company has no significant firm commitments that require it to remit cash and can control the level of expenses it incurs. Based on the Company’s current cash balances, and the access to the Credit Facility noted above, the Company believes it will have sufficient funds for its plans for the next twelve months from the issuance of these financial statements. As the Company is embarking on its business plan, it is incurring losses. It cannot determine with reasonable certainty when and if it will have sustainable profits.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

The financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Citrine Global and its Israeli Subsidiaries, CTGL - Citrine Global Israel Ltd and Cannovation. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of expenses during the reporting periods.

Functional Currency and Foreign Currency Translation and Transactions.

The currency of the primary economic environment in which the operations of the Company and its subsidiaries are conducted is the U.S. dollar.

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net loss for the year.

Cash, cash equivalents

Cash equivalents are short-term highly liquid investments which include short term bank deposits (up to three months from date of deposit), that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the date acquired.

SKYTECH ORION GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont.)

Property, plant and equipment, net

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. When an asset is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in the Statements of Operations and Comprehensive Loss.

SCHEDULE OF RATE OF DEPRECIATION OF PROPERTY PLANT AND EQUIPMENT

Rates of depreciation:

Computers and office equipment

Warrants on the Company’s shares

When the Company becomes a party to freestanding convertible instruments, the Company first analyzes the provisions of ASC 480 in order to determine whether the instrument should be classified as a liability, with subsequent changes in fair value recognized in the statements of operations in each period. Warrants to purchase Ordinary Shares are not within the scope of ASC 480, and as such the Company further analyzes the provisions of ASC 815-40 in order to determine whether the contract should be classified within equity or classified as a liability, with subsequent changes in fair value recognized in the statements of operations in each period.

Under ASC 815-40, contracts that are not indexed to the Company’s own stock are classified as liabilities recorded at fair value, The Company applies similar guidance to embedded conversion options that meet the definition of a derivative per ASC 815.

The Company reassesses the classification of a contract over its own equity under the guidance above at each balance sheet date. If classification changes as a result of events during the reporting period, the Company reclassifies the contract as of the date of the event that caused the reclassification. When a contract over own equity is reclassified from a liability to equity, gains or losses recorded to account for the contract at fair value during the period that the contract was classified as a liability are not reversed, and the contract is marked to fair value immediately before the reclassification.

Investments valued under the measurement alternative

The Company’s investments as described in Note 3 include equity securities in other companies for which the Company does not have significant influence or control and fair value is not readily determinable. Accounting Standard Update (“ASU”) 2016-01 requires equity securities to be recorded at cost and adjusted to fair value at each reporting period. However, the guidance allows for a measurement alternative, which is to record investments at cost, less impairment, if any, and subsequently adjust for observable price changes of identical or similar investments of the same issuer.

Due to the lack of readily determinable fair values for such investments, the Company accounts for these investments under the measurement alternative at cost, less impairment.

The Company periodically performs qualitative impairment assessments on its investments recorded under the measurement alternative.

Impairment of long-lived assets

The Group’s long-lived assets are reviewed for impairment in accordance with ASC Topic 360, “Property, Plant and Equipment”, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. No indicators of impairment have been identified as of December 31, 2025 and 2024.

SKYTECH ORION GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont.)

Derivatives

Derivative instruments are recognized on the balance sheet at their fair value, with changes in the fair value recognized as a component of financial expenses, net in the statements of operation.

Once determined, derivative liabilities and assets are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives.

Income taxes

The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes”. Accordingly, deferred taxes assets and liabilities are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial statement carrying amount and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are measured using the enacted tax rates expected to be in effect when these differences reverse. Valuation allowances in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized.

The Company accounts for uncertainty in income tax in accordance with ASC Topic 740, which prescribes detailed guidance for the financial statement recognition, measurement and disclosure of tax positions. According to ASC Topic 740, tax positions must meet a more-likely-than-not recognition threshold. Recognized tax positions are measured as the largest amount that is greater than 50 percent likely of being realized. The Company’s accounting policy is to classify interest and penalties relating to income taxes under income taxes, however the Company did not recognize such items in its fiscal 2025 and 2024 financial statements and did not record any unrecognized tax benefits.

Basic and diluted loss per ordinary share

Basic loss per share of Common Stock is computed by dividing the loss for the period applicable to holders of shares of Common Stock, by the weighted average number of shares of Common Stock outstanding during the period.

In computing diluted loss per share, basic loss per share is adjusted to reflect the potential dilution that could occur upon the exercise of potential shares. Accordingly, in periods of net loss, no potential shares are considered due to their anti-dilutive effect on loss per share.

Stock-based compensation

The Company measures and recognizes the compensation expense for all equity-based payments based on their estimated fair values in accordance with ASC 718, “Compensation-Stock Compensation”. Share-based payments including grants of stock options are recognized in the statement of operation as an operating expense based on the fair value of the award at the date of grant. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model. The Company has expensed compensation costs, applying the accelerated vesting method, over the requisite service period or over the implicit service period. The company’s accounting policy is to recognize forfeitures when they occur.

SKYTECH ORION GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont.)

Fair value

Fair value of certain of the Company’s financial instruments including cash, accounts receivable, accounts payable, accrued expenses, convertible notes and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosure,” which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements.

Fair value, as defined by ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk.

Valuation techniques are generally classified into three categories: (i) the market approach; (ii) the income approach; and (iii) the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.

Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and

Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values.

Fair value measurements are required to be disclosed by the level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), (ii) segregating those gains or losses included in earnings, and (iii) a description of where those gains or losses included in earning are reported in the statement of operations.

Concentrations of credit risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents as well as certain other current assets that do not amount to a significant amount. Cash and cash equivalents, which are primarily held in Dollars and New Israeli Shekels, are deposited with major banks in Israel and United States. Management believes that such financial institutions are financially sound and, accordingly, minimal credit risk exists with respect to these financial instruments. The Company does not have any significant off-balance-sheet concentration of credit risk, such as foreign exchange contracts, option contracts or other foreign hedging arrangements.

Contingencies

The Company records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred.

SKYTECH ORION GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont.)

Loan Issuance costs

As mentioned in Note 5, the Company has received a credit line from a lender. The Company has issued to the lender and to a consultant, shares of the Company’s common stock as a commitment fee in respect of the provision of the Credit Facility. The commitment fee is recognized as a prepaid expense. Upon each utilization of the credit line, the Company recognizes a proportionate part of the commitment fee and records that part as financial expenses.

New Accounting Pronouncements

Accounting Standards Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this ASU add specific requirements for income tax disclosures to improve transparency and decision usefulness. The guidance in ASU 2023-09 requires that public business entities disclose specific categories in the income tax rate reconciliation and provide additional qualitative information for reconciling items that meet a quantitative threshold. In addition, the amendments in ASU 2023-09 require that all entities disclose the amount of income taxes paid disaggregated by federal, state, and foreign taxes and disaggregated by individual jurisdictions. The ASU also includes other disclosure amendments related to the disaggregation of income tax expense between federal, state and foreign taxes. The ASU is effective for fiscal years beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this update should be applied on a prospective basis and retrospective application is permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

Accounting Standards Not Yet Adopted

In September 2025, the FASB issued ASU 2025-07, Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual periods. Early adoption is permitted. The Company does not currently have contracts that include share-based noncash consideration; however, management is evaluating the potential impact of this ASU on future transactions.

SKYTECH ORION GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (cont.)

In September 2025, the FASB also issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software, which modifies the recognition threshold for capitalization of internal-use software costs. The ASU is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual periods. Early adoption is permitted. The Company is evaluating the impact of this ASU on its internal-use software capitalization policy and does not expect a material impact upon adoption.

In December 2025, the FASB issued ASU 2025-10,  Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities , which establishes authoritative guidance on the recognition, measurement, presentation, and disclosure of government grants. Under ASU 2025-10, government grants are recognized when it is probable that the entity will both comply with the conditions of the grant and the grant will be received. The ASU provides specific accounting models for grants related to assets and grants related to income, including options to recognize government grants as deferred income or as a reduction of the asset’s cost basis. The ASU also requires enhanced disclosures regarding the nature of government grants, significant terms and conditions, accounting policies applied, and amounts recognized in the financial statements. ASU 2025-10 is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-10.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

In November 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures.

NOTE 3 - INVESTMENTS VALUED UNDER THE MEASUREMENT ALTERNATIVE

SCHEDULE OF INVESTMENTS VALUED UNDER THE MEASUREMENT ALTERNATIVE

December 31,

U.S. Dollars in thousands

Nanomedic Technologies Ltd. )See A below)

MyPlant Bio Ltd. (See B below)

iBOT Israel Botanicals Ltd. (See C below)

Investments valued under the measurement alternative

On June 22, 2020, the Company entered into a share purchase agreement with Nanomedic Technologies Ltd., an Israeli private company and a related party as further described below (“Nanomedic”) as part of an A-1 funding round open only to existing Nanomedic shareholders and their affiliates. Nanomedic developed SpinCare™, a system that integrates electrospinning technology into a portable, bedside device, offering immediate wound and burn care treatment. The Company paid $ 450 thousand for A-1 preferred shares of Nanomedic and also received warrants to purchase A-1 preferred shares. Such investment represents a holding of approximately 3.3 % in Nanomedic. The round raised approximately $ 2.2 million in total.

The Company accounts for the investment in Nanomedic in accordance with the provisions of ASC 321, “Investments - Equity Securities”, and elected to use the measurement alternative therein. The investment will be re-measured upon future observable price change(s) in orderly transaction(s) or upon impairment, if any. No such observable price changes occurred during 2024.

On June 3, 2025, Nanomedic Technologies Ltd. (“Nanomedic”) notified that it had completed a financing round of approximately $ 3,000,000 . Based on this financing round the Company recorded an impairment loss of approximately $ 431,000 during the period. Following the impairment, the carrying amount of the investment as of December 31, 2025 is approximately $ 19,000 .

SKYTECH ORION GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - INVESTMENT VALUED UNDER THE MEASUREMENT ALTERNATIVE (cont.)

On December 30, 2022, the Company, MyPlant Bio Ltd., a company incorporated under the laws of Israel (“MyPlant”), Cannasoul Analytics Ltd., a company incorporated under the laws of Israel (“Cannasoul”), and PurPlant Inc., a company duly incorporated under the laws of Canada (“PurPlant”) (Cannasoul and PurPlant are collectively referred to as the “Shareholders”), and Professor Dedi Meiri, an Israeli individual (“Prof Meiri”) entered into the Share Purchase and Option Agreement (the “Share Purchase and Option Agreement”) for the purchase by the Company of up to 55 % of MyPlant’s issued and outstanding share capital on a fully diluted basis

The Company purchased from the Shareholders an aggregate of 15,211 ordinary shares of MyPlant (the “MyPlant Shares”) representing, on a fully diluted basis, 10 % of the outstanding MyPlant Shares, in consideration for the payment of $ 444,444 by the issuance by the Company to the selling Shareholders of an aggregate of 9,259,250 shares of the Company’s common stock. On January 12, 2023 the company issued the shares above.

Said options are exercisable through September 30, 2023 (the “Option Expiry Date”). If both the shareholders Option and the Company Options are exercised, the Company will hold 55 % of MyPlant Shares, on a fully diluted basis. Under the Share Purchase and Option Agreement, the Company is authorized to continue its due diligence through the Option Expiry Date. The number of shares is subject to adjustment in respect of any stock split or other recapitalization of the Company.

In addition, under the Share Purchase and Option Agreement, the Company was granted an option by the MyPlant shareholders to purchase an additional 35 % of MyPlant Shares, on a fully diluted basis (the “Shareholders Option”), in consideration of $ 1,555,556 payable by the issuance of up to 32,407,417 shares of the Company’s common stock to the MyPlant shareholders, and a separate option by MyPlant to purchase an additional 10 % of the MyPlant Shares, on a fully diluted basis (the “MyPlant Option”), in consideration of $ 444,444 , which is payable, in the Company’s sole discretion, in cash or in the issuance to MyPlant of up to 9,259,250 shares of our common stock.

The transactions under the Share Purchase and Option Agreement are based on a MyPlant company valuation of approximately $ 4.45 million. The Company is authorized at any time on or before the Option Expiry Date to obtain an independent third-party valuation of MyPlant. If it is determined by such third party valuation that MyPlant’s valuation is less than $ 4.45 million, the consideration payable in respect of the exercise price of the options will be accordingly adjusted, provided however that in any case MyPlant’s valuation in the transaction shall not be below US$ 1,000,000 .

On September 28, 2023, the Company and MyPlant entered into an amendment of the Share Purchase and Option Agreement to extend to December 31, 2023 the Option Expiry Date available to the Company to purchase an additional 45 % of MyPlant’s share equity, on a fully diluted basis. All other terms and conditions of the Share Purchase and Option Agreement remain in full force and effect. As of December 31, 2023, the shareholders’ option expired, resulting in a $ 291 thousand reduction in fair value recognized in the statement of operations.

The options to purchase MyPlant shares were also accounted using the measurement alternative. Since the options’ value are subject to the changes in Citrine shares’ value, there are indicators to a change in the options’ value at each reporting date, and therefore the following valuation method was implemented.

At December 31, 2025, MyPlant is not operational and the Company has no plans to benefit from the MyPlant investment, therefore the investment was written down to zero.

SKYTECH ORION GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - INVESTMENTS VALUED UNDER THE MEASUREMENT ALTERNATIVE (cont.)

On November 2, 2023, the Board of Directors the Company determined to seek an agreement with iBOT Israel Botanicals Ltd. (“iBOT”) pursuant to which the Company, would purchase, on an initial basis, a 19% equity stake in iBOT with an option to increase the Company’s equity holdings to 51% (the “Shareholders option”), on terms and conditions acceptable to the Company and iBOT. It was determined that the offered purchase price would be based on the discounted pre-company valuation of iBOT prepared by an independent third-party valuator commissioned by the Company of $10,000,000. It was also determined by the Board that consideration for the initial 19% equity stake would be by way of a share exchange with iBOT and the balance of the consideration would be by way of combination of shares and cash as agreed to by the Company and iBOT. It was also agreed that all Company share issuance to iBOT would be calculated a per share price of $0.027, representing then the highest closing price of the Company’s common stock during the preceding 30 day period

In March 2024, the Company issued 70,370,370 shares to IBOT.As of June 30, 2024 the option has expired.

NOTE 4 - PROPERTY AND EQUIPMENT, NET

SCHEDULE OF PROPERTY AND EQUIPMENT, NET

December 31,

U.S. Dollars in thousands

Computers and office equipment

Payment on land lease

Property and equipment, gross

Less - accumulated depreciation

Total property and equipment, net

In the years ended December 31, 2025 and 2024, depreciation expenses amounted to$ 0 .

On July 13, 2021, the Ministry of Economy of the Israeli government recommended to the Israel Land Authority (“ILA”) that it approve a grant of 11,687 square meters of industrial parcel of land in Yerucham, Israel (the “Land”) for Cannovation to build the Cannovation Center, at a subsidized price and exempt from a tender procedures typically required under Israeli law, to include factories, laboratories, logistics and a distribution center for the medical cannabis, and botanicals industries. As noted, Citrine Global owns 60 % of the share capital of Cannovation, through the Israeli Subsidiary. Cannovation is in process of receiving the required building permits and approvals to start the construction and is in process with several financing entities in the area of real-estate financing.

During December 2021, Cannovation remitted to the Israeli Ministry of the Economy and the ILA the aggregate amount of NIS 688 thousand ($ 196 thousands on the date of payment) to obtain the rights to the Land. The discounted amount paid is part of the grant by the Israeli government under government programs to encourage industrial development in Southern Israel. The amount remitted represents the sum total amount that Cannovation is required to pay as the purchase price for the Land. In addition, the Israeli Ministry of Economy is also expected to cover approximately 30 % of the building and equipment expenses. Cannovation is also expected to benefit from a reduced corporate tax rate which is intended to encourage industrial development in Southern Israel.

SKYTECH ORION GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - PROPERTY AND EQUIPMENT, NET(cont.)

Under the Agreement, Cannovation committed to build and develop the Green Vision Center in accordance with the time frames, terms and conditions of the Agreement. Typically, the initial time frame for completing the development is four (4) years, subject to extensions that the ILA may approve. On the September 25, 2025, ILA approved to extend the agreement for another year. Upon completion of the development within the time frames and other requirements specified in the Agreement, Cannovation will be entitled, subject to Israeli law, to long term lease agreement (49 years) to the Land (equivalent to ownership rights as most of the land in Israel is government owned and when marketed usually the developers are granted with development/long lease rights).

The Company has also capitalized $ 150 thousands of related expenses as land costs.

On February 8, 2022, Cannovation received from the ILA a counter-signed development agreement to purchase rights for long term lease to 11,687 square meters of Land for purposes of building the Green Vision Center Israel, which is intended to include factories, laboratories, logistics and a distribution center for the medical cannabis, and botanicals industries.

On January 12, 2025, SkyTech Orion Ltd., the Israeli subsidiary of CTGL - Citrine Global., received official notification from the Israeli Ministry of Economy and Industry that it had been awarded a government grant in the amount of NIS 12.5 million (approximately USD 3.4 million). The grant, in the amount of NIS 12.5 million (approximately USD 3.4 million), is structured as reimbursements of approximately 37.5 % of the Company’s eligible expenses, including construction, equipment, services, and other costs submitted in connection with the establishment of the SkyTech Innovation and Production Center. The grant was awarded as part of a national strategic program supporting the defense sector. The funds are designated for the establishment of the SkyTech Innovation and Production Center in the city of Yerucham, Israel, on land that had previously been allocated to the subsidiary by the State of Israel as part of a prior grant for the construction of an Operational Innovation Center. This new grant is in addition to the prior allocation and supports the construction of approximately 5,000 square meters of facilities on the 11.7-dunam (about 2.89 acres) plot. The Center will include assembly lines, R&D laboratories, testing facilities, and an advanced production system focused on developing and manufacturing defense-grade UAV and drone solutions.

On April 8, 2025, in accordance with the grant requirements, a bank guarantee in the amount of NIS 625,000 (approximately $ 187,000 ) was issued by Bank Mizrahi. The guarantee is backed by an unlimited personal guarantee from Ms. Ora Elharar Soffer and a limited personal guarantee from Mr. Meir Aharon, who, through his consulting and construction company, has been engaged to build the SkyTech Center in Yerucham.

NOTE 5 – SHORT TERM LOANS

On March 6, 2023 Cannovation and S.R. Accord Ltd., an Israeli company (“Lender”), entered into an 18-month credit facility agreement (the “Credit Facility”) pursuant to which Lender has committed to fund Cannovation in an aggregate amount of NIS 3,000,000 (approximately $ 857,000 at that time ), as needed. At the time of each draw down, Cannovation and Lender will determine the maturity date of the loan. All amounts drawn under the Credit Facility will bear interest at a monthly rate of 1.7 %. Cannovation has the right to pre-pay the entire amount outstanding under the Credit Facility at any time. As security for any loans under the Credit Facility, Cannovation granted the Lender a first priority lien on its rights to the 125,000 sq ft (11,687 sq meters) of industrial land in Yerucham (“the Premises”). The lien will become effective only if Cannovation utilizes the Credit Facility. If the market value of the Premises is less than the amount outstanding under the Credit Facility, then Lender will be entitled to additional security including additional shares of Citrine Global common stock, on such terms and conditions as the parties may agree. As additional security for any payments due to Lender, (i) the Israeli Subsidiary, (ii) Beezzhome and (iii) Netto Holdings, an unaffiliated entity under the partial control of Ilan Ben Ishay, a director on the board of Cannovation, as well as each of Ms. Elharar Soffer and Mr. Ben Ishay have, in their personal capacities, provided guarantees for the repayment of any amounts that may be owing to Lender under the Credit Facility. The Company, CTGL – Citrine Global Israel Ltd. and Cannovation have agreed to indemnify Ms. Elharar Soffer and Mr. Ben Ishay for any losses they incur as a result of the personal guarantees.

SKYTECH ORION GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – SHORT TERM LOANS (cont.)

On March 7, 2023, the Company issued to the Lender and a consultant 3,232,016 shares of the Company’s common stock as a commitment fee in respect of the provision of the Credit Facility (valuated at $ 123 thousand).

As of September 2024, the Company renewed its Credit Facility with S.R. Accord Ltd. in the amount of approximately NIS 660,000 (approximately $ 176,000 ). As part of the renewal, Mr. Lior Asher signed as a personal guarantor, joining Ms. Ora Elharar Soffer as guarantor. In addition, the Company, its Israeli subsidiary CTGL – Citrine Global Israel Ltd., and Beezhome Technologies Ltd., a private company wholly owned by Ms. Ora Elharar Soffer, signed the agreement. While Netto Holdings Ltd. and Mr. Ilan Ben Ishay had originally undertaken to provide personal guarantees, they had not executed such guarantees as of that date. All collateral under the Credit Facility remained in place, including a first-priority lien over the Company’s rights and the 125,000 sq. ft. (11,687 sq. meters) industrial parcel in Yerucham, Israel, as well as additional collateral intended to secure repayment of the loan and to cover any damage, debt, or obligation arising from the Credit Facility. The Company, together with CTGL Citrine Global Israel Ltd. and Cannovation Center Israel Ltd. (now SkyTech Orion Ltd.), undertook to fully indemnify both Ms. Elharar Soffer and Mr. Lior Asher for any liability, damage, or loss that may result from their personal guarantees.

On March 31, 2025, the total amount of the Credit Facility was increased to NIS 1,000,000 (approximately $ 280,000 at that time ), with all guarantees and collateral remaining in place.

As of December 2025 and 2024, Cannovation utilized NIS 1,050,000 (approximately $ 330,000 ) and NIS 660,000 ( $ 182,000 ), respectively, of the credit line.

On February 9, 2024, the Company issued a Promissory Note (the “Note”) in favor of 1800 Diagonal Lending LLC, a Virginia limited liability company (the “Lender”), in the principal amount of $ 63,250 . The Company received $ 50,000 in net proceeds from Lender due to the original issue discount on the Note. The Note bore a one-time interest charge of 15 % per annum, payable with outstanding principal in nine (9) payments of $ 8,081.89 for a total payback to the Lender of $ 72,737.00 . The Note was due in full on November 15, 2024. Any amount of the principal or interest on the Note which is not paid when due is subject to a default interest at the rate of twenty two percent ( 22 %) per annum from the due date until the same is paid.

As of December 31, 2024, the Company repaid the entire outstanding amounts on the note.

NOTE 6 – CONVERTIBLE NOTES

On January 30, 2023 the Company and each of Citrine High Tech 7 LP (“LP 7”), Citrine 8 LP (“LP 8”) and Citrine 9 LP (“LP 9”; together with LP 7 and LP 8, the “Lending LP”), the lending entities under and parties to the Convertible Note Purchase Agreement entered into by the Company and several related parties in April 2020, as subsequently amended (the “CL Agreement”), have entered into an agreement (the “Agreement”) pursuant to which they have agreed to extend the maturity date on all outstanding convertible loans in the principal amount of $ 1,800,000 under the CL Agreement to May 31, 2024 .

On November 14, 2023, the holders of the convertible loans issued under the Loan Agreement which is comprised of Citrine SAL High Tech 7 LP, Citrine SAL Biotech 8 LP, and Citrine SAL Biotech 9 LP (collectively, the “LPs”) entered into a binding LOI pursuant to which the LPs agreed to extend the maturity date of the convertible loans from May 2024 to December 31, 2024.

On December 31, 2024, the Company completed the conversion of outstanding convertible loan principal amounts totaling $ 1,764,106 into equity, pursuant to previously executed agreements with Citrine LP 7, Citrine LP 8, and Citrine LP 9. The aggregate principal was converted into 176,410,600 shares of common stock at a conversion price of $ 0.01 per share. In addition, the Company issued warrants to purchase 176,410,600 shares of common stock under the same terms, exercisable at an exercise price of $ 0.01 per share and exercisable until the earlier of December 31, 2025, or the Company’s listing on a U.S. national stock exchange. As of December 31, 2025, all such options have expired.

SKYTECH ORION GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 – CONVERTIBLE NOTES (cont.)

Accrued interest on the converted notes remains payable in cash and shall be repaid once the Company raises gross proceeds of at least $ 5 million.

NOTE 7 – SHAREHOLDERS’ EQUITY

Description of the rights attached to the Shares in the Company:

Common Stock:

Each share of Common Stock entitles the holder to one vote, either in person or by proxy, at meetings of stockholders. The holders of Common Stock are not permitted to vote their shares cumulatively. Accordingly, the holders of the Company’s Common Stock who hold, in the aggregate, more than fifty percent of the total voting rights can elect all of the directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of Common Stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law.

Transactions:

On August 2, 2024, the Company and X Group Fund of Funds Limited Partnership formed under the laws of Michigan (“X Group”) entered into a term sheet agreement-in-principle pursuant to which the X Group agreed to purchase, and Citrine Global agreed to sell, units of Citrine Global’s securities where each unit (each a “Unit”) is comprised of (i) one (1) share of common stock and (ii) a warrant, exercisable through the earlier of December 31, 2024 or such time as Citrine Global is cleared for listing on a U.S. National exchange, to purchase an additional one share of common stock at a per share exercise price of $ 0.01 . The warrant instrument will include a standard cashless exercise provision The purchase price per Unit is $ 0.01 for an aggregate purchase price of $ 250,000 which is payable as follows: (i) $ 100,000 by no later than August 31, 2024 and (ii) $ 150,000 by no later than September 30, 2024. In consideration of $ 250,000 Initial Investment, investor Group will be entitled to 25,000,000 shares of Citrine Global’s common stock.

The parties also agreed that upon completing of the investment, X Group will be entitled to recommend two (2) additional director nominees who meet US Exchange standards to the board of directors of Citrine Global for its consideration. Subject to completion of the investmen X Group or an affiliate thereof shall enter into a consulting agreement with Citrine Global in consideration of 25,000,000 shares of common stock Citrine Global, with such vesting schedule as the parties shall the agree.

As of the date hereof, the Company has received $ 21 thousand from the Group. As the X Group did not remit the agreed amount within the approved timeframes, the agreement lapsed.

Further to Note 3 above, on April 22, 2024, the Company issued 70,370,370 shares to IBOT.

Further to Note 6 above, on July 2025 , the Company issued 176,410,600 shares the of outstanding convertible loan principal amounts totaling $ 1,764,106 into equity, pursuant to previously executed agreements with Citrine LP 7, LP 8, and LP 9. The aggregate principal was converted into 176,410,600 shares of common stock at a conversion price of $ 0.01 per share, and an equal number of warrants to purchase common stock were issued under the same terms. On November 30, 2025, the warrants were exercised, and an additional 13.7 million common shares were issued to Deer Light Ltd.

On November 19, 2025, the Company received an investment in the total amount of $ 85,000 . This amount represents a payment for the future issuance of 425,000 shares of the Company’s common stock at a price of $ 0.20 per share. These shares have not yet been issued.

SKYTECH ORION GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 – STOCK OPTIONS (cont.)

On March 5, 2023, the Board of the Company determined that in the event that the Company’s stock is listed on the Nasdaq Stock Market, then one half of the awarded but unvested option grants made in each of August 2021 and in August 2022, including to officers, directors, will immediately vest at such time. In addition, the Board also determined to provide that following the termination of services by an officer, director or a selected service provider for any reason other than cause, such person shall have a one year period from the date of termination to exercise any option that was vested at the time of the termination of services.

The following table presents the Company’s stock option activity for employees and directors of the Company for the year ended December 31, 2025 and 2024:

SCHEDULE OF STOCK OPTION ACTIVITY

Number of Options

Weighted Average Exercise Price ($)

Outstanding at December 31, 2024

Granted

Exercised

Forfeited or expired

Outstanding at December 31, 2025

Number of options exercisable at December 31, 2025

Number of Options

Weighted Average Exercise Price ($)

Outstanding at December 31, 2023

Granted

Exercised

Forfeited or expired

Outstanding at December 31, 2024

Number of options exercisable at December 31, 2024

The stock options outstanding as of December 31, 2025 and 2024, have been separated into exercise prices, as follows:

SCHEDULE OF STOCK OPTIONS OUTSTANDING

Exercise price

Stock options outstanding

Weighted average remaining contractual life – years

Stock options vested

As of December 31, 2025

Exercise price

Stock options outstanding

Weighted average remaining contractual life – years

Stock options vested

As of December 31, 2024

SKYTECH ORION GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 – STOCK OPTIONS (cont.)

Compensation expense recorded by the Company in respect of its stock-based compensation awards for the year ended December 31, 2025 and 2024 were $ 51 thousands and $ 281 thousands, respectively, and are included in General and Administrative expenses in the Statements of Operations.

As of December 31, 2025, there was $ 0 of total unrecognized compensation cost related to non-vested options.

The aggregate intrinsic value of the awards outstanding as of December 31, 2025 is $ 17,400 thousands . These amounts represent the total intrinsic value, based on the Company’s stock price of $ 0.2 as of December 31, 2025, less the weighted exercise price.

NOTE 9 – RELATED PARTIES

Balances with related parties:

SCHEDULE OF TRANSACTION AND BALANCE WITH RELATED PARTIES

As of December 31,

U.S. Dollars in thousands

Non-current Liabilities: (see Note 6)

SKYTECH ORION GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 – RELATED PARTIES (CONT.)

Commencing in February 2020, Ora Elharar Soffer, CEO and Chairperson of the Board, was entitled to a monthly fee of $ 20 thousands and certain reimbursements, such as vehicle, traveling, lodging and other expenses on behalf of the Company, the payment of such compensation was deferred until the Company consummates an investment of at least $ 1.8 million in the Company’s securities.

In addition, on August 15, 2021, the board of directors of Cannovation determined to adjust the compensation of the Chairperson (and interim Chief Executive Officer), Ora Elharar Soffer, to $ 10 thousands per month, in each case retroactive to July 1, 2021. These amounts would be paid at such time as Cannovation shall become due and payable from, and such time as Cannovation shall have, available funds therefor and as part of the operating budget for a minimum period of 18 months.

On March 16, 2023, the consulting agreement originally entered into as of July 2020 with Ms Ora Elharar Soffer, the Company’s Chairperson, CEO and President, was amended. The amendment provides for the following: (i) the monthly consulting to which Ms. Elharar Soffer is entitled will increase from $ 20,000 to $ 25,000 plus VAT upon a listing of the Company’s stock on the Nasdaq Stock Market, retroactive to January 1, 2023, (ii) the terms contained in her original agreement and all other terms and awards previously approved by the Company’s board relating to her, including payment of her monthly fee and reimbursement of social benefits payments made by Mr Elharar Soffer, shall continue in full force and effect so long as Ms. Elharar Soffer serves as either director and /or executive officer and (iii) all previous awards and bonuses previously made to her were affirmed. The amendment also provides that the committee of the Board that will be responsible for setting the compensation terms of senior management shall prepare and present for approval a compensation program for the Consultant that takes into consideration Ms. Elharar Soffer’s role in founding and leading the Company and that such compensation package shall be competitive with compensation programs for top senior executives/founders generally available in the market and which will include, among other things, appropriate bonuses, severance payments and other amenities generally made available in the market to senior executive and that Ms. Elharar Soffer shall receive the most extensive of such compensation terms amongst senior management.

As of December 31, 2025, and 2024, an amount of $ 1,997 thousands and $ 1,616 thousands, respectively, was recorded representing compensation earned by Ms. Elharar Soffer.

Commencing in February 2020, Ilan Ben-Ishay, a director in Citrine Global, is entitled to a monthly fee of $ 3.5 thousands and certain reimbursements for traveling lodging and vehicle expenses on behalf of the Company, the payment of such compensation was deferred until the Company consummates an investment of at least $ 1.8 million in the Company’s securities.

In addition, on August 15, 2021, the board of directors of Cannovation determined to adjust the compensation of Ilan Ben Ishay, a director at Cannovation, to $ 2 thousands per month, in each case retroactive to July 1, 2021. These amounts would be paid at such time as Cannovation shall become due and payable from, and such time as Cannovation shall have, available funds therefor and as part of the operating budget for a minimum period of 18 months.

On January 18, 2023, Mr. Ilan Ben Ishay resigned from his position as a director on the Board of the Company.

On October 1, 2024, Mr. Ilan Ben Ishay resigned from his position as a director on the Board of Cannovation

As of December, 31, 2025, and 2024, an amount of $ 194 thousands and $ 194 thousands, respectively was recorded representing compensation earned by Mr. Ben-Ishay.

SKYTECH ORION GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 – RELATED PARTIES (CONT.)

Commencing in May 2020, Ms. Halperin, director & CFO of the Company, was entitled to a monthly fee of an additional $ 4 thousands, resulting in an aggregate monthly fee (from the February 2020 agreement as detailed above) of $ 7 thousands, and certain reimbursements for traveling lodging and vehicle expenses on behalf of the Company, the payment of such compensation was deferred until the Company consummates an investment of at least $ 1.8 million in the Company’s securities.

In addition, on August 15, 2021, the board of directors of Cannovation determined to adjust the compensation of Ilanit Halperin at Cannovation, to $ 4 thousands per month, in each case retroactive to July 1, 2021. These amounts would be paid at such time as Cannovation shall become due and payable from, and such time as Cannovation shall have, available funds therefor and as part of the operating budget for a minimum period of 18 months.

On March 16, 2023, the consulting agreement originally entered into as of July 2020 with Ms Ilanit Halperin, the Company’s CFO, was amended. The amendment provides for the following: (i) the monthly consulting to which Ms Ilanit Halperin is entitled will increase from $ 7,000 to $ 10,000 plus VAT upon a listing of the Company’s stock on the Nasdaq Stock Market, retroactive to January 1, 2023, (ii) the terms contained in her original agreement and all other terms and awards previously approved by the Company’s board relating to her, , including payment of her monthly fee and reimbursement of social benefits payments made by Mr Ilanit Halperin, shall continue in full force and effect so long as Ms. Halperin serves as either director and /or executive officer and (iii) all previous awards and bonuses previously made to her were affirmed. In addition, the Company undertakes that the committee of the Board that will be responsible for setting the compensation terms of senior management shall prepare and present for approval a compensation program for Ms. Halperin that shall be competitive with compensation programs for senior executives generally available in the market and which will include, among other things, appropriate bonuses, severance payments and other amenities generally made available in the market to senior executives.

As of December, 31, 2025, and 2024, an amount of $ 719 thousands and $ 570 thousands, respectively, was recorded representing compensation earned by Ms. Halperin.

Commencing in March 2021, Adv. David Kretzmer, a director, is entitled to a monthly fee of $ 7 thousands and certain reimbursements for traveling lodging and vehicle expenses on behalf of the Company, the payment of such compensation was deferred until the Company consummates an investment of at least $ 1.8 million in the Company’s securities.

In addition, on August 15, 2021, the board of directors of Cannovation determined to adjust the compensation of David Kretzmer, a director at Cannovation, to $ 2 thousands per month, in each case retroactive to July 1, 2021. These amounts would be paid at such time as Cannovation shall become due and payable from, and such time as Cannovation shall have, available funds therefor and as part of the operating budget for a minimum period of 18 months.

On August 9, 2022, Mr. David Kretzmer’s fee in respect of services provided to the Company was reduced from $ 7,000 per month to $ 1,500 per month. Mr. Kretzmer’s monthly fee for services rendered to Cannovation Center Israel at the rate of $ 2,000 per month was unaffected

As of December, 31, 2025, and 2024, an amount of $ 293 thousands and $ 247 thousands, respectively, was recorded representing compensation earned by Adv. David Kretzmer.

SKYTECH ORION GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 – RELATED PARTIES (CONT.)

Commencing in September 2020, Doron Birger, a director, is entitled to a monthly fee of $ 1.5 thousands. From July 2022 the payment of such compensation was deferred until the Company consummates an investment of at least $ 1.8 million in the Company’s securities.

On February 22. 2024, Mr. Doron Birger resigned from his position as a director on the Board of the Company.

As of December, 31, 2025 and 2024, an amount of $ 28 thousands was recorded representing compensation earned by Doron Birger.

On August 15, 2021, the board determined to award a bonus to the Company’s Chairperson of the Board, CEO, CFO, officers, directors and senior management equal to two percent (2%) of any capital raise, subject to prior repayment of the outstanding convertible loans and so long as the payment thereof would be from available funds and part of the Company’s operating budget for a minimum period of 18 months. In addition, the Board agreed to a bonus Company’s Chairperson of the Board, CEO, CFO, officers, directors and senior management of 2% from operating profits which will become payable upon the fulfillment of certain specified targets that the Board will establish, subject to prior repayment of the outstanding convertible loans and so long as the payment thereof would be from available funds and as part of the Company’s operating budget for a minimum period of 18 months.

During 2024 and early 2025, the Company and its subsidiaries entered into a series of consulting and investment agreements with Mr. Lior Asher, acting personally and through Deer Light Ltd. The agreements are summarized below:

On September 1, 2024, Deer Light Ltd entered into consulting agreements with the Company and its subsidiaries. Under these agreements, Deer Light Ltd is engaged to provide strategic planning, business development, innovation scouting, funding facilitation, and project management services. The total monthly retainer fees under these agreements amount to USD 11,000 (plus VAT), as detailed below:

- $ 2,500 per month from the Company

- $ 3,500 per month from CTGL Citrine Global Israel Ltd.

- $ 5,000 per month from SkyTech Orion Ltd. (Previously named Cannovation Center Israel Ltd.).

However, all payments under these agreements are deferred until the earlier of: (i) the listing of Citrine Global Corp (DBA SkyTech Orion Global Corp.) on a recognized U.S. stock exchange; (ii) successful fundraising of at least USD 2.5 million from external sources; or (iii) the Company achieving positive operational cash flow, confirmed by the board of directors (“Payment Event”).

In addition to cash compensation, the Company may award equity-based compensation under future equity incentive plans, subject to board approval. One such equity grant was approved by the Company, granting options to purchase 41,762,976 common shares, with a two -year vesting schedule and 50% acceleration upon uplisting. As of this report, the options not been granted yet.

On January 7, 2025, Deer Light Ltd signed an investment agreement with Citrine Global Corp, under which it committed to invest $ 138,000 in exchange for 13.7 million common shares and warrants to purchase an additional 13.7 million shares at an exercise price of $ 0.01 per share. The warrants are exercisable by December 31, 2025, or upon uplisting to a national stock exchange, whichever comes first. The investment is to be completed no later than March 15, 2025, and may be partially executed through direct supplier payments. As of September 30, 2025, the entire amount was remitted to the Company. On November 30, 2025, the warrants were exercised, and an additional 13.7 million common shares were issued to Deer Light Ltd in amount of $ 138,000 .

As of December, 31, 2025, an amount of $ 196 thousands, was recorded representing compensation earned by Deer Light Ltd.

G, On September 29, 2025 Mr Lior Asher was appointed Director at SkyTech Orion Global Corp. in addition to him serving as director in the Israeli subsidiaries.

SKYTECH ORION GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 – RELATED PARTIES (CONT.)

During the period, the Company’s Board of Directors approved the granting of bonuses to the Company’s officers and external consultants, in a total amount of approximately $ 126 thousand. The bonuses were granted as consideration for professional services, management efforts, the preparation and submission of the financial reports, support of the changes in the Company’s operations, and additional actions performed.

As the Company’s cash flow position did not allow for cash payments, and in accordance with the terms approved at the time the obligations were incurred, the consideration is being settled through the issuance of the Company’s common shares at a price of $ 0.001 per share. This price reflects the share price during an extended period in which no material trading activity occurred, corresponding to the period in which the underlying obligations were established.

The total consideration represents the issuance of approximately 126 million common shares, allocated proportionally among all eligible recipients based on the value of services and compensation approved for each party. In addition, all eligible recipients were granted the option to receive the consideration in cash at a future date, subject to the completion of a capital raise and approval by the Board of Directors.

The portion of the total amount attributable to the Company’s officers is as follows:

Ora Elharrar-Soffer – $ 50,000

Ilanit Halperin – $ 20,000

Lior Asher – $ 20,000

David Kretzmer – $ 5,000

The remaining amount relates to consultants who supported the Company’s activities.

NOTE 10 – INCOME TAXES

United States resident companies are taxed on their worldwide income at a statutory rate of 21 %. No further taxes are payable on this profit unless that profit is distributed. If certain conditions are met, income derived from foreign subsidiaries is tax exempt from foreign withholding under applicable tax treaties to avoid double taxation.

Income of the Israeli Subsidiaries is taxable from 2021 and onwards, at corporate tax rate of 23 %.

The Company and its Israeli Subsidiaries have not received final tax assessments since the Israeli Subsidiary’s inception. tax years are open for assessment Company’s tax years, from 2018 onwards, are open for assessment and for the Israeli Subsidiaries all tax years from commencement are open for assessment.

As of December 31, 2025, the Company and the Israeli Subsidiaries have operating loss carryforwards of approximately $ 14,700 thousands, which can be offset against future taxable income, if any. As of December 31, 2025, loss carryforwards approximately $ 13,200 thousand will expire between the years 2036 and 2037, and the remainder has no expiration date.

No income taxes paid in 2025 .

CITRINE GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 – INCOME TAXES (cont.)

Composition of loss for the year:

SCHEDULE OF COMPOSITION OF LOSS

Year ended

December 31

U.S. Dollars in thousands

Israel

A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S. federal income tax rate to income before income taxes after the adoption of ASU 2023-09 is as follows:

SCHEDULE OF RECONCILIATION OF STATUTORY FEDERAL INCOME TAX RATE

US Dollars

Year ended December 31

US Dollars

Tax at U.S. Statutory Rate

State and Local Income Taxes

Foreign Tax Effects:

Israel:

Changes in statutory tax rates

Changes in Valuation Allowances

Other foreign jurisdictions

Effect of Cross-Border Tax Laws

Foreign tax credit for withholding taxes

Non-deductible expenses

Tax Credits

Changes in Valuation Allowances

Changes in Unrecognized Tax Benefits

Remeasurement of deferred taxes for foreign currency effects

Effective Tax Rate

The following is a reconciliation between the theoretical tax on pre-tax loss, at the federal income tax rate applicable to the Company and the income tax expense reported in the financial statements:

SCHEDULE OF RECONCILIATION OF EFFECTIVE TAX RATE

Year ended December 31

U.S. Dollars in thousands

Pretax loss

U.S. federal income tax rate

Income tax benefit computed at the applicable tax rate

Non-deductible expenses

Effect of differences in corporate income tax rates

Change in valuation allowance

Total income tax

Deferred taxes are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. . Significant components of the Company’s deferred tax assets and liabilities are as follows:

SCHEDULE OF DEFERRED TAX ASSETS

December 31

Composition of deferred tax assets:

U.S. Dollars in thousands

Operating loss carry forwards

Share based compensation

Accrued compensation and others

Total deferred tax assets

Valuation allowance

Total deferred tax assets

Roll forward of valuation allowance

SCHEDULE OF ROLL FORWARD OF VALUATION ALLOWANCE

US dollars in thousands

Balance at January 1, 2024

Income tax expense

Balance at December 31, 2024

Income tax expense

Balance at December 31, 2025

SKYTECH ORION GLOBAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 – LOSS PER ORDINARY SHARE

Basic loss per share is computed by dividing net loss by the weighted average number of shares outstanding during the year. The weighted average number of shares of Common Stock used in computing basic and diluted loss per ordinary share for the years ended December 31, 2025 and 2024, are as follows:

SCHEDULE OF BASIC AND DILUTED LOSS PER ORDINARY SHARE

Year ended December 31

Number of shares

Weighted average number of shares of Common Stock outstanding attributable to ordinary shareholders

Total weighted average number of shares of Common Stock related to outstanding options, excluded from the calculations of diluted loss per share (*)

The effect of the inclusion of options and convertible loans in 2025 and 2024 is anti-dilutive.

NOTE 12 – SEGMENT INFORMATION

The Company operates its business as one reporting segment and one reportable segment.

The Company’s Chief Operating Decision Maker (“CODM”) is its chief executive officer.

The CODM assesses performance and decides how to allocate resources based on net loss. In addition to net loss, the following significant expense categories and amounts are regularly provided to the CODM for use when allocating resources: expenses related to IBOT options (as disclosed in Note 3C, Investments valued under the measurement alternative), share-based compensation expenses (as disclosed in Note 9A, related parties) and expenses related to convertible loan terms (as presented in statements of operations).

Asset information as presented on the consolidated balance sheets is provided to the CODM.

NOTE 13 – SUBSEQUENT EVENTS

On January 21, 2026, the board approved :

The opening of a bank account for SkyTech Orion Global Corp. Delaware SkyTech Orion Global Corp Maryland with the signatories: The CEO Ora Elharar-Soffer and David Kretzmer , Director.

To increase the company’s existing ESOP from 180,000,000 to 380,000,000 options (an additional 200,000,000 options), to be used for employees and advisors in Israel.

To updated compensation plan and equity allocations, :

A. Equity-Based Compensation (Options and/or Shares) Advisors and Service Providers: The Board approved a total issuance of approximately 32 million shares and 15.5 million options to U.S. and Israel-based advisors and service providers. The Company’s management was authorized to allocate these instruments based on individual contribution according to each advisor’s respective agreement and specific vesting and retention terms.

B. Directors and Senior Management: The Board approved the grant of stock options to purchase ordinary shares, vesting quarterly over a two-year period, as follows: Ora Elharar-Soffer: 100 million options (exercise price at market price on grant date + 10%), vesting over two years starting September 2025. Lior Asher: 41 million options, exercise price at market price on grant date , vesting over two years starting September 2024. Ilanit Halperin: 20 million options, exercise price at market price on grant date ,vesting over two years starting September 2025. Ronit Pasternak: 10 million options, exercise price at market price on grant date, vesting over two years starting September 2025. David Kretzmer: 7.5 million options, exercise price at market price on grant date ,vesting over two years starting September 2025. All grants are subject to the terms and conditions of the Company’s existing Share Option Plans, as previously approved for senior management and advisors respectively. B. Cash Compensation Effective January 2026, the Board approved updated monthly management fees and salaries for the following officers: Ora Elharar-Soffer (USD 30,000 ), Ilanit Halperin (USD 12,000 ), and David Kretzmer (USD 5,000 ). Effective January 2026, the Board approved updated monthly management fees and salaries for the following officers: Ora Elharar-Soffer (USD 30,000 ), Ilanit Halperin (USD 12,000 ), and David Kretzmer (USD 5,000 ).

The board also reapproved full and irrevocable indemnification from SkyTech Orion Global Corp and its subsidiaries (CTGL Citrine Global Israel Ltd and SkyTech Orion Ltd) to Ora Elharar-Soffer and Lior Asher for all personal guarantees, commitments, loans, and obligations undertaken by them personally or through their companies on behalf of the company.

The Board resolved to terminate all activities related to nutritional supplements to focus exclusively on the defense and drone sectors. All related commercial engagements, including those with “iBOT Israel,” were canceled, and all prior payments made by the Company will be refunded to the company against a credit invoice. Ora Elharar-Soffer is authorized to continue the activity privately should she choose. All rights will be transferred to her without consideration, and SkyTech waives any further claims or responsibility regarding this field.

The board approved renting approx. 300 sqm in Ofakim from “Or HaTzvi,” owned by Director Lior Asher, subject to final approval by the Ora Elharar Soffer the CEO and execution of a approved lease agreement.

A bridge loan of approximately $ 100,000 (NIS 345,000 ) from an Israeli financing company. The loan has a term of 6 months, with the lender holding the option for early repayment or conversion of the debt into Company shares at a price of $0.20 per share. The CEO, Ora Elharar-Soffer, and Director Lior Asher provided personal guarantees for this loan, and the Board approved a full indemnification by the Company for these guarantees. Upon receipt of new funding, the Board resolved to prioritize the full reimbursement of all loans and funds previously provided by the CEO and a Director.

The Board approved the allocation of 500,000 shares to (David Kretzmer) a Director’s professional firm, subject to a formal agreement.