10-K: SkyTech Orion Pivots to UAVs with $3.4M Israeli Grant

Citrine Global, now SkyTech Orion Global Corp., shifts its core business to military UAV and drone solutions, securing a NIS 12.5 million government grant for a national innovation center in Israel.

Summary

• The company, formerly Citrine Global, Corp., has officially changed its name to SkyTech Orion Global Corp. in Delaware, reflecting a strategic pivot from wellness and plant-based health solutions to the high-impact defense and unmanned aerial vehicle (UAV) industry.
• This strategic shift was initiated in Q4 2024, driven by the ongoing war in Israel and the recognition of the Yerucham site as a national hub for UAV and drone solutions.
• On January 12, 2025, the company was selected by the Government of Israel to lead a flagship national project in the military UAV and drone sector, receiving a development grant of NIS 12.5 million (approximately $3.4 million USD) from the Israeli Ministry of Economy.
• The grant supports the establishment of the SkyTech Innovation and Production Center in Yerucham, Israel, which will include assembly lines, R&D laboratories, and testing facilities for defense-grade UAV and drone solutions.
• For the fiscal year ended December 31, 2024, the company reported a net loss of $2,298,000, an improvement from the $3,105,000 net loss in 2023.
• Operating loss also improved to $1,238,000 in 2024 from $2,298,000 in 2023, primarily due to a decrease in marketing, general, and administrative expenses.
• Cash and cash equivalents decreased significantly from $7,000 in 2023 to $1,000 in 2024, and the working capital deficiency worsened to $3,464,000 in 2024 from $2,461,000 in 2023.
• The company converted $1,880,000 in outstanding convertible loan principal into 176,010,600 common shares at $0.01 per share on December 31, 2024, with accrued interest payable upon a future $5 million capital raise.
• As of September 3, 2025, 1,234,185,009 shares of common stock were outstanding, compared to 1,044,074,409 shares as of December 31, 2024.

Sentiment

Score: 5

Explanation: The sentiment is neutral to slightly positive. While the company faces significant financial challenges, including ongoing losses and a worsening working capital deficiency, the strategic pivot to the high-growth defense UAV sector, coupled with a substantial government grant and national project designation in Israel, presents a strong potential for future value creation. The execution risk for this pivot is high, but the market opportunity and government backing are significant positives.

Positives

• Secured a significant NIS 12.5 million (approximately $3.4 million USD) development grant from the Israeli Ministry of Economy for the SkyTech Innovation and Production Center, a national flagship project.
• Strategic pivot to the high-growth defense and unmanned aerial vehicle (UAV) sector, aligning with evolving national priorities and global demand.
• Leveraging a strategically located, government-supported industrial land asset in Yerucham, designated as Israel's national UAV testing field.
• CEO Ora Elharar Soffer brings decades of experience in high-tech, defense, and strategic development sectors, providing strong leadership for the new direction.
• Development of a unique multi-domain modular system for unmanned platforms, designed for operational deployment and large-scale serial production.
• Commitment to using only certified, non-Chinese, Western-approved components, addressing critical cybersecurity and regulatory concerns in defense markets.
• Improved net loss to $2,298,000 in 2024 from $3,105,000 in 2023, and operating loss to $1,238,000 from $2,298,000 in the same period.
• Close collaboration with the Israeli defense system is expected to align product development with real-world operational needs and accelerate time-to-field.
• The company is establishing a U.S.-based production and assembly center, aligning with U.S. defense procurement policies and regulatory frameworks.

Negatives

• The company has not generated any revenues from product sales as of December 31, 2024, and expects to incur losses for the foreseeable future.
• Cash and cash equivalents decreased significantly from $7,000 in 2023 to $1,000 in 2024, indicating a precarious liquidity position.
• Working capital deficiency worsened to $3,464,000 in 2024 from $2,461,000 in 2023.
• The ongoing war in Israel has caused material delays in operations, product development, fundraising, and international marketing and sales efforts for the previous wellness business.
• The option to increase equity holdings in iBOT Israel Botanicals Ltd. to 51% expired in June 2024, and the option to purchase up to 55% of MyPlant Bio Ltd. expired in December 2023, limiting potential upside from these investments.
• Significant dilution of Golden Holdings Finance's ownership in Cannovation to approximately 1% due to its failure to provide required support and personal guarantees.
• Accrued interest on converted convertible notes remains payable only if and when the company raises gross proceeds of at least $5 million, indicating a reliance on future capital raises.
• The company became a delinquent filer during Q2 2024 due to delays in public filings, resulting in restricted trading and no active market for its securities.

Risks

• Limited operating history and uncertainty in achieving profitability, with expected future losses.
• Inability to secure additional funding on acceptable terms, potentially leading to delays, reduced scope, or elimination of development programs.
• Dilution of existing security holders from future equity funding.
• Currency exchange rate fluctuations affecting results of operations, particularly with NIS-denominated expenses.
• Failure to manage rapid growth effectively, straining administrative, operational, and funding resources.
• Dependence on key individuals, particularly CEO Ora Elharar Soffer, and the ability to attract and retain qualified personnel.
• Failure in information technology systems, including cybersecurity attacks or data security incidents, could disrupt operations and lead to reputational damage or legal liabilities.
• Risks associated with growth through mergers or acquisitions, including integration difficulties, diversion of resources, and potential dilution.
• Exposure to product liability claims for both wellness products and defense UAVs, potentially leading to increased costs, regulatory action, and reputational damage.
• Complex and stringent regulatory environment in the defense UAV sector, requiring numerous licenses, certifications, and compliance with international export controls (e.g., ITAR, NDAA).
• Product recalls in either the wellness or defense UAV sectors could harm reputation, operations, and financial condition.
• Potential conflicts of interest involving officers and directors due to their engagement in other business activities.
• Significant competition from larger, better-financed companies in both wellness and defense sectors.
• Inability to obtain adequate insurance coverage for potential liabilities.
• Research and development and product obsolescence may impair the ability to compete in rapidly changing markets.
• Difficulty enforcing U.S. court judgments against the company and its executive officers/directors in Israel.
• The ongoing war in Israel poses risks of operational disruption, construction delays, shifting governmental priorities, increased costs, and physical security threats.
• Concentration of voting power by a certain group of stockholders, including the CEO, could influence corporate actions.
• Future dilution of common stock as a result of future equity offerings or exercise of reserved shares under incentive plans.
• Lack of securities analyst coverage or unfavorable research could negatively impact stock price and trading volume.
• Significant fluctuations in the price of common stock due to thin trading market and external factors.
• Delaware law provisions (e.g., anti-takeover measures) could discourage, delay, or prevent a change in control.
• No intention to pay dividends for the foreseeable future, meaning investors rely on stock price appreciation for returns.

Future Outlook

The company plans to establish the SkyTech Center as Israel's national hub for innovation and manufacturing in unmanned aerial systems (UAS), tailored for the defense sector. This center will provide infrastructure for R&D, assembly, testing, and integration of advanced unmanned systems, adhering to Israeli and international defense regulations. The company also intends to establish additional assembly and manufacturing centers worldwide, including a U.S.-based production and assembly center, to support global expansion and large-scale commercial sales of FPV drones and advanced unmanned systems to defense markets.

Management Comments

• Management initiated an internal review aimed at broadening the company's scope of activity and preparing for additional areas of development, particularly leveraging its government-supported industrial land in Yerucham.
• The company views this transition as a pivotal strategic move that enables it to operate in one of the most impactful and rapidly expanding sectors in Israel and globally, particularly in the defense arena.
• SkyTech believes that close collaboration with Israel's defense system provides a significant advantage in aligning product development with real-world operational needs, accelerating time-to-field, and ensuring that its platforms meet the highest military and regulatory standards.
• SkyTech's vision is that, as part of the infrastructure being developed within the SkyTech Center, the company will have the capability to produce hundreds of thousands of FPV drones annually.

Industry Context

The global health and wellness market, where the company previously focused, is expected to reach USD 7.6 trillion by 2030, with nutritional supplements reaching $624.7 billion by 2030. However, the company's strategic pivot to the defense UAV and drone industry aligns with a rapidly accelerating global demand for drone-based defense systems, driven by modern warfare needs. Israel is positioned as a global leader in drone and UAV development, with significant government investment and national prioritization of the sector, especially amid ongoing geopolitical challenges. The market for aerial systems is expected to reach $163.6 billion by 2030, with tactical small drones projected to grow from $6.4 billion in 2025 to $11.25 billion by 2030.

Comparison to Industry Standards

• The Israeli defense UAV market is predominantly led by established contractors such as Elbit Systems, Rafael Advanced Defense Systems, and Israel Aerospace Industries (IAI), which have historically served as primary providers to the IDF and allied partners. SkyTech is an emerging player supported by government initiatives to promote competition and diversify the supplier base.
• Globally, dominant commercial drone players like DJI (Chinese) are widely banned or restricted in Western defense applications due to cybersecurity and regulatory incompatibility. SkyTech's commitment to using only certified, non-Chinese, Western-approved components positions it to address this strategic opportunity in U.S., NATO, and allied defense markets.
• SkyTech's binational structure, combining Israeli R&D and manufacturing with U.S. market access and global compliance, offers an agile, secure, and scalable platform designed to meet evolving defense needs, differentiating it from purely domestic or commercial players.

Management Changes

Corporate Governance

Legal Proceedings

• An issue involving a former consultant of the subsidiary, Cannovation Center Israel Ltd., relating to management fees and compensation for the notice period, has been fully resolved through a binding Settlement Agreement and fully paid as of April 3, 2025.
• As of the date of this filing, the company is not aware of any other legal proceedings involving the company and/or its subsidiaries.

Related Party Transactions

• Ora Elharar Soffer (CEO and Chairperson) and Ilanit Halperin (CFO and Director) have consulting agreements with deferred monthly fees ($25,000/month for Ms. Soffer, $10,000/month for Ms. Halperin upon Nasdaq listing, retroactive to Jan 1, 2023) and other compensation, deferred until the company consummates an investment of at least $1.8 million.
• Ora Elharar Soffer and Lior Asher (director of subsidiaries) provided personal guarantees for the short-term loan with S.R. Accord Ltd., and the company, along with its subsidiaries, undertook to fully indemnify them for any resulting liability, damage, or loss.
• Golden Holdings Finance, a related party, had its ownership in Cannovation diluted from 20% to approximately 1% due to its failure to provide required shareholder support and personal guarantees for loans and government grant commitments.
• Deer Light Ltd., associated with Lior Asher, entered into consulting agreements with the company and its subsidiaries for a total monthly retainer of $11,000 (plus VAT), with payments deferred until specific financial milestones are met. Deer Light Ltd. also signed an investment agreement for $137,000 in exchange for shares and warrants.
• The company converted outstanding convertible loan principal amounts totaling $1,880,000 from related noteholders (Citrine LP 7, Citrine LP 8, and Citrine LP 9) into 176,010,600 common shares, with accrued interest payable upon a $5 million capital raise.

Stakeholder Impact

• Shareholders: Experience significant dilution from convertible debt conversions and future equity offerings. The strategic pivot to UAVs and the government grant offer potential for long-term value creation, but the company's current financial weakness and lack of dividends pose risks.
• Employees/Consultants: The strategic shift may lead to changes in skill requirements and focus. Deferred compensation for key management (CEO, CFO) ties their incentives to future financial milestones and capital raises.
• Creditors: The company relies on credit facilities and has converted significant debt to equity. Personal guarantees from management for loans indicate a higher risk profile for creditors, though indemnification is provided.
• Government (Israel): The company's new focus on military UAVs is a national flagship project, benefiting from substantial grants and support, aligning with Israel's defense priorities and technological independence goals.
• Customers (Defense Sector): The pivot aims to address the rapidly growing global demand for secure, Israeli-made defense capabilities, positioning the company as a trusted supplier of advanced UAV solutions.

Next Steps

• Establishment of the SkyTech Innovation and Production Center in Yerucham, Israel, including construction of assembly lines, R&D laboratories, and testing facilities.
• Advancing regulatory and certification processes required to enter defense UAV markets in Israel and internationally.
• Evaluating the establishment of a U.S.-based Operational Innovation and Manufacturing Center to build domestic production capacity and enable direct sales to the U.S. Department of Defense.
• Preparing for large-scale commercial sales across key defense markets, focusing on building long-term customer relationships and expanding international footprint.
• Continuing to work with government bodies to ensure full compliance and continuity of operations under the new defense designation.

Key Dates

Recommendation

The company is undergoing a significant strategic transformation, pivoting from a struggling wellness business to the high-potential defense UAV sector, backed by a substantial Israeli government grant and national project designation. This pivot, coupled with the CEO's relevant experience, presents a compelling long-term growth narrative. However, the company's current financial health is weak, marked by continued losses, minimal cash, and a worsening working capital deficiency. There's also considerable execution risk in a new, highly regulated industry, and existing shareholders face ongoing dilution. For a seasoned investor, the high risk-reward profile warrants a 'hold' recommendation. While the upside potential from the strategic shift and government support is notable, the immediate financial challenges and uncertainties surrounding execution and future capital raises suggest caution. Investors should monitor progress on the SkyTech Center development, successful entry into defense markets, and improvements in financial stability before considering a 'buy' position.

Keywords

UAV, Drones, Defense Technology, Israel, SEC Filing, 10-K, SkyTech Orion Global Corp., Citrine Global, Government Grant, National Project, Unmanned Systems, Aerospace, Yerucham, Strategic Shift, Financial Reporting, Corporate Governance