Current Report Filing (8-k)
February 17 2022 - 3:17PM
Edgar (US Regulatory)
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0001498067
2022-02-15
2022-02-15
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): February 15, 2022
CITRINE
GLOBAL, CORP.
Delaware |
|
000-55680 |
|
68-0080601 |
(State
or Other Jurisdiction |
|
(commission |
|
(IRS
Employer |
Of
incorporation) |
|
File
Number) |
|
Identification
Number) |
4
Haogen Street, Herzelia, Israel |
|
4655102 |
(Address
of Principal Executive Offices) |
|
(Area
Code) |
+
(972) 73 7600341
(Registrant’s
telephone number, including area code)
Not
applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
N/A |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
4.01 Changes in Registrant’s Certifying Accountant
On
February 15, 2022, the Board of Directors (the “Board”) of Citrine Global, Corp. (the “Company”) dismissed Kesselman
& Kesselman, certified public accountants, a member firm of PricewaterhouseCoopers International Limited (“PwC”), as
the Company’s independent registered public accounting firm. On February15, 2022, the Board appointed Somekh Chaikin, an independent
registered public accounting firm and a member firm of the KPMG global organization of independent member firms affiliated with KPMG
International Limited (“KPMG”), to audit the consolidated financial statements of the Company and its subsidiaries for the
fiscal year ended December 31, 2021 and to re-audit the consolidated financial statements of the Company and its subsidiaries for the
fiscal year ended December 31, 2020.
PWC’s
audit reports on the consolidated financial statements of the Company and its subsidiaries as of and for the fiscal years ended December
31, 2019 and 2020 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles. During the fiscal years ended December 31, 2019 and 2020, and through February 15, 2022, there
were no (i) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) between the Company and PwC on any matter of accounting
principle or practice, financial statement disclosure, or auditing scope or procedure which, if not resolved to PwC’s satisfaction,
would have caused it to make reference to the matter in conjunction with its report on the Company’s consolidated financial statements
for the relevant year, or (ii) reportable events as defined in Item 304(a)(1)(v) of Regulation S-K except, as previously disclosed, for
a material weakness in the Company’s internal control over financial reporting attributable to (A) inadequate segregation of duties
consistent with control objectives and (B)ineffective controls over period-end financial reporting and disclosure processes, for the
year ended December 31, 2019 which was remediated by the Company as of December 31, 2020.
The
Company provided PWC with a copy of the disclosures it is making in this Form 8-K and requested that PwC furnish a letter addressed to
the Securities and Exchange Commission stating whether or not it agrees with the statements made herein. A copy of PwC’s letter,
dated February17, 2022, is filed as Exhibit 16.1 to this Form 8-K.
During
the fiscal years ended December 31, 2019 and 2020, and through February 15, 2022, neither the Company, nor anyone on behalf of the Company,
consulted with KPMG with respect to either (i) the application of accounting principles to a specified transaction, either completed
or proposed, or the type of audit opinion that might be rendered on the consolidated financial statements of the Company and its subsidiaries,
and no written report or oral advice was provided by KPMG to the Company that KPMG concluded was an important factor considered by the
Company in reaching a decision as to the accounting, auditing or financial reporting issue or (ii) any matter that was the subject of
either a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of
Regulation S-K).
Item 9.01 Financial Statements and Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
Citrine
Global, Corp |
|
|
|
|
By: |
/s/
Ora Elharar Soffer |
|
Name: |
Ora
Elharar Soffer |
|
Title: |
Chairperson
of the Board and CEO |
Date:
February 17, 2022
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