On February 23, 2020, TechCare Corp., a Delaware corporation (the “Company”) and Citrine S A L Investment & Holdings Ltd., a corporation formed under the laws of the state of Israel (“Citrine”), entered into an Amended and Restated Common Stock Purchase Agreement (the “AR Citrine Agreement”) which amended and restated the Common Stock Purchase Agreement dated January 6, 2020 described in the Current Report on Form 8-K filed by the Company on January 9, 2020.
Citrine technology investment and finance group empowers high potential businesses for international market breakthrough. The group, which includes Citrine Technology Investment and Holdings Ltd., WealthStone Private Equity, Neto Finance, and other leading partners and consultants from Israel, Europe, USA, China and across the globe, is a meeting point for experienced market leaders from a variety of areas, such as technology, biotech, real estate, financing, banking, management, marketing, patent registration, international mergers and acquisitions, IPOs, and more. With its deep multi-disciplinary expertise, the group is the financing choice of many Israeli high-growth companies and is now expanding its offering globally. The group provides customized alternative financing solutions to growth-stage companies, using a varied set of financing tools, including venture and alternative lending, asset-based, equipment and invoice financing, bridge loans and more. The group’s financial tools support companies’ global growth and consolidation as well as answer companies’ needs for real estate expansion and development, and have seen investments in many technology and biotech companies, among them Nicast, NanoMedic, WellBe, Biocep, Improdia, Intelicanna, IBOT, Cannbit, Dario, Cannabliss, ISB, BSP Medical, and more. The group focuses on high growth technology, health, wellbeing and foodtech companies, addressing global markets worth hundreds of millions of dollars. Citrine is preparing and intends to file an offering prospectus on Form S-1.
Pursuant to the AR Citrine Agreement, the Company agreed to sell Citrine, or its group of business partners, up to an aggregate of 893,699,276 shares of the Company’s common stock, representing approximately 95% of the Company’s fully diluted capital, in two tranches, with the initial tranche of up to 452,063,196 shares of the Company’s common stock to be sold conditioned upon (i) the resignation of the Company’s existing members of its Board of Directors (the “Board”), consisting of Oren Traistman and Yossef De-Levy, (ii) the appointment of each of Ora Meir Soffer, Ilan Ben Ishay and Ilanit Halperin as members of the Board, and (iii) the transfer of the Company’s signatory rights to all Company bank accounts in the name of Citrine’s nominee (collectively, the “Pre-Closing”). In addition, the AR Citrine Agreement provides for the second tranche of up to the remaining number of shares of common stock that will result in Citrine, or its group of business partners, owning 95% of the Company’s fully diluted capital stock, to be sold conditioned upon the filing of the Company’s previously approved amendment to its First Amended and Restated Certificate of Incorporation to increase the Company’s authorized capital, which is expected to occur on or about March 9, 2020 (the “Closing”). The proceeds from the Pre-Closing and Closing are intended to be transferred to the Company’s wholly owned subsidiary, Novomic Ltd., in satisfaction of existing liabilities.
The shares issued pursuant to the AR Citrine Agreement are to be issued in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(a)(2) and/or other exemptions thereunder, as promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act.
The foregoing description of the AR Citrine Agreement and the transactions contemplated thereby, does not purport to be complete and is qualified in its entirety by reference to the full text of the form of AR Citrine Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The AR Citrine Agreement contains representations and warranties that the parties made to, and solely for the benefit of, the others in the context of all of the terms and conditions of that agreement and in the context of the specific relationship between the parties. The provisions of the AR Citrine Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreement and are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the parties thereto. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the SEC.