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): January 5, 2018 (January 3, 2018)

ARTEMIS THERAPEUTICS, INC.
 (Exact Name of Registrant as Specified in Its Charter)

DELAWARE
 (State or Other Jurisdiction of Incorporation)
 
000-24431
 
 
84-1417774
(Commission File Number)
 
(IRS Employer Identification No.)
 
18 East 16th Street, Suite 307, New York, NY
 
 
10003
 
(Address of Principal Executive Offices)
 
 
(Zip Code)
 

(646) 233-1454
(Registrant’s Telephone Number, Including Area Code)

 n/a
(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))
 
Indicate by check mark whether the registrant is an emerging growth company 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 5.02.            Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 3, 2018, Artemis Therapeutics, Inc. (the “Company”) and Brian M. Culley, the Company’s Chief Executive Officer, entered into a amendment to Mr. Culley’s current employment agreement (the “Culley Employment Amendment”). Pursuant to the Culley Employment Amendment, the date by which Mr. Culley would be entitled to an increase in his annual base salary, from $150,000 to $300,000 in the event the Company receives a capital investment in an aggregate amount that exceeds $2 million, was extended from December 31, 2017 to March 31, 2018.

The description of the Culley Employment Amendment is qualified in its entirety by reference to the complete text of the Culley Employment Amendment, which has been filed with this Current Report on Form 8-K as Exhibit 10.1.

Item 9.01.            Financial Statements and Exhibits

(d)            Exhibits

10.1

 
 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.
 
 
ARTEMIS THERAPEUTICS, INC.
 
Dated: January 5, 2018
 
 
 
 
By:
/s/ Brian M. Culley
 
 
 
 
Name: Brian M. Culley
 
 
 
 
Title: Chief Executive Officer
 
 
 
Exhibit 10.1
 
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
 
This First Amendment (the “ Amendment ”), dated as of January 3, 2018, of Employment Agreement (the “ Employment Agreement ”), dated as of August 1, 2017, between Brian M. Culley, an individual having an address at 2153 Whisper Wind Ln., Encinitas, CA 92024 (the “ Executive ”) and Artemis Therapeutics Inc., a Delaware corporation ( the “ Company ”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Employment Agreement.
 
W I T N E S S E T H:
 
WHEREAS, the Company desires to amend the Employment Agreement of the Executive;
 
NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements and promises hereinafter set forth, the parties hereto covenant and agree as follows:

1.            The definition of “Investment Date”, contained in Section 3(a), COMPENSATION AND BENEFITS – Salary, of the Employment Agreement, shall be amended from December 31, 2017 to March 31, 2018, such that Section 3(a) of the Employment Agreement is hereby replaced in its entirety with the following:
 
Salary .  For services rendered by the Executive hereunder, the Company will pay Executive a gross base salary (the “ Salary ”) at the annual rate of One Hundred and Fifty Thousand US Dollars (US$150,000), less payroll deductions and withholdings as required by applicable law.  Notwithstanding the foregoing, if, by March 31, 2018 (the “ Investment Date ”), the Company receives capital investments in an aggregate amount that exceeds two million dollars (US$2,000,000.00) (the “ Capital Raise ”), the Salary will increase to an annual rate of Three Hundred Thousand US Dollars (US$300,000.00), less payroll deductions and withholdings as required by applicable law.  The Salary will be payable in accordance with the Company’s normal payroll practices.
 
2.            All other terms and conditions of the Employment Agreement shall remain in full force and
 
 [signature page follows]
 
 
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.
 
 
Company :
 
ARTEMIS THERAPEUTICS INC.
 
By:   /s/ Chanan Morris
Name: Chanan Morris
Title:  CFO
 
Executive :
 
/s/ Brian M. Culley
Brian M. Culley