Artemis Therapeutics, Inc. (Form: 8-K, Received: 07/05/2022 16:52:23)

false12-31NY0001062128NASDAQ00010621282022-06-302022-06-30

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 30, 2022

Artemis Therapeutics, Inc.

(Exact Name of Registrant as Specified in Charter)

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

18 East 16th Street, Suite 307, New York, NY

(Address of Principal Executive Offices)

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K 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 Section 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:

Name of each exchange on which registered

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. ☐

FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K contains forward-looking statements regarding our business, clinical trials, financial condition, expenditures, results of operations and prospects. Words such as “expects”, “anticipates”, “intends”, “plans”, “planned expenditures”, “believes”, “seeks”, “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this prospectus, any prospectus supplement and the documents we incorporate by reference. Additionally, statements concerning future matters are forward-looking statements.

Although forward-looking statements in this report reflect the good faith judgment of management, forward-looking statements are inherently subject to known and unknown risks, business, economic and other risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the SEC which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.

In this Current Report, unless otherwise specified, all dollar amounts are expressed in United States dollars. Except as otherwise indicated by the context, references in this report to “Company”, “we”, “us” and “our” are references to Artemis Therapeutics, Inc. (formerly known as New York Global Innovations Inc.), including the operating and financial results of Manuka Ltd.

BACKGROUND

On March 6, 2022, we filed a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”) disclosing the execution, on March 6, 2022, of a share exchange agreement, as amended on June 30, 2022 (the “Share Exchange Agreement”, referred to herein as the “Share Exchange”, with Artemis Therapeutics Inc., a Delaware corporation (“Artemis”, the “Company” or the “Purchaser”) and Manuka Ltd., a limited liability company organized under the laws of the State of Israel, having an office for the transaction of business at 3 Eliezer Vardinon St., Petach Tikva, 4959507, Israel (“Manuka”), pursuant to which the security holders of Manuka (collectively, the “Shareholders” and individually a “Shareholder”), who owned all of the issued and outstanding ordinary shares of Manuka, agree to transfer all of such ordinary shares held by them to Artemis, thus, upon the consummation of the Share Exchange Agreement, would result in Manuka becoming a wholly-owned subsidiary of Artemis.

On June 30, 2022, we amended the Share Exchange Agreement (the “First Amendment”) as well as consummated the Share Exchange Agreement. As a result of the Share Exchange Agreement and the Share Exchange, we discontinued our pre-Share Exchange activities and acquired the business of Manuka, and we will continue the existing business operations of Manuka as a publicly traded company.

FORM 10 DISCLOSURE

As disclosed elsewhere in this Current Report on Form 8-K, the Registrant acquired Manuka upon the consummation of the Share Exchange, as amended. Item 2.01(f) of Form 8-K provides that if the Registrant was a shell company, other than a business combination related shell company (as those terms are defined in Rule 12b-2 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)), immediately before the Share Exchange, then the Registrant must disclose the information that would be required if the Registrant were filing a general form for registration of securities on Form 10 under the Exchange Act reflecting all classes of the Registrant’s securities subject to the reporting requirements of Section 13 of the Exchange Act upon consummation of the acquisition transaction.

To the extent that the Registrant was considered to be a shell company immediately before the acquisition transaction, we are providing below the information that we would be required to disclose on Form 10 under the Exchange Act if we were to file such form. Please note that, unless the context otherwise requires, the information provided below relates to the combined Registrant after the acquisition of Manuka.

Item 1.01. Entry into a Material Definitive Agreement

On March 6, 2022, we signed the Share Exchange Agreement, as amended. For a description of the Share Exchange, and the material agreements entered into therewith, please see Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets

SHARE EXCHANGE AGREEMENT AND SHARE EXCHANGE BETWEEN MANUKA LTD AND ARTEMIS THERAPEUTICS INC.

On March 6, 2022, we signed our Share Exchange Agreement between Artemis and the Manuka, pursuant to which Manuka will become Artemis’ wholly owned subsidiary. Since its inception, Manuka’s business activities primarily consisted of distributing Mānuka honey imported from New Zealand, developing and distributing supplements aimed at the beauty and skincare markets and, developing and manufacturing skincare products based on New Zealand’s Mānuka honey and bee venom, among other natural ingredients. All three segments of Manuka’s products are to be marketed and sold solely on its websites. Manuka's skincare products are manufactured in Israel.

The Share Exchange Agreement provides that, upon the terms, and subject to the conditions set forth therein, on the closing date, which occurred on June 30, 2022 (the “Closing”), Artemis acquired all of the outstanding shares of Manuka (the “Manuka Shares”) from Manuka’s shareholders in exchange for an aggregate amount of 33,791,641 shares of common stock of Artemis and 110,000 shares of Artemis’ Series D Preferred stock (convertible into 66,000,000 shares of Artemis’ common stock) (collectively, the “Consideration Shares”), such that Manuka’s shareholders hold, immediately following the Closing, eighty-nine percent (89%) of Artemis’ issued and outstanding share capital (including and assuming the full conversion of the Series D Preferred stock). At Closing, and as required as a condition by the Israeli Tax Authority to affect a tax ruling to approve the transactions contemplated by the Share Exchange Agreement, which was received on June 21, 2022 (the “Tax Ruling”), the Manuka Shares and the Consideration Shares will be placed in escrow with a third-party escrow agent. As required under Israeli law, following the Closing, and upon receipt of regulatory approvals, Manuka will become Artemis’ wholly owned subsidiary. This transaction was exempt from registration under Section 4(a)(2) of the Securities Act as not involving any public offering. None of the securities were sold through an underwriter and, accordingly, there were no underwriting discounts or commissions involved.

Following the Closing, (i) the Manuka Shares have been released to Artemis, and (ii) the Consideration Shares have been released to the Shareholders. As required pursuant to the Tax Ruling, prior to the Closing, the parties have engaged a trustee (the “103K Trustee”) under a separate trust agreement (the “Trust Agreement”), who shall hold in trust (a) all Manuka Shares for the benefit of Artemis, and (b) all Consideration Shares for the benefit of Shareholders, with the foregoing being respectively released to the designated beneficiary pursuant to the terms of the Trust Agreement and the Tax Ruling.

The Share Exchange Agreement contains customary representations and warranties from each party to the agreement, and each party has agreed to customary covenants, including, among others, covenants relating to (x) the conduct of each of Manuka’s and Artemis’ business during the period between the execution of the Share Exchange Agreement and the Closing, and (y) no transfer of Manuka Shares by the Shareholders during the period between the execution of the Share Exchange Agreement and the Closing. The Share Exchange Agreement contains mutual indemnification provisions. The First Amendment included registration rights for the Company’s shareholders, to be registered within 90 days from the Closing and use best efforts to have the Registration Statement declared effective within 90 days from the filing date.

The Share Exchange Agreement and the First Amendment are each filed as an exhibit to this report. All descriptions of the Share Exchange Agreement herein are qualified in their entirety by reference to the text thereof filed as an exhibit hereto, which is incorporated herein by reference.

In addition, on June 30, 2022, Artemis entered into various debt forgiveness agreements with various existing stockholders, including Tonak Ltd., for the forgiveness of an aggregate of $306,117 in outstanding debt in exchange for the issuance of 3,031,567 shares of Artemis’ common stock. On June 30, 2022, Artemis entered into various warrant exchange agreements for the exchange of certain warrants to purchase shares of Artemis’ common stock, originally issued in October 2017, in exchange for an aggregate of 2,342,802 shares of Artemis’ common stock. Finally, on June 30, 2022, Artemis entered into a debt forgiveness agreement and warrant exchange agreement with Cutter Mill Capital, pursuant to which Artemis agreed to issue 894,169 shares of Artemis’ common stock. Artemis also agreed to register all such shares issued to Cutter Mill Capital, including any and all shares issued or issuable to such holder upon conversion of any of its outstanding preferred stock, within the earlier of 60 days following the date hereof (provided, however that in the event the company has not cleared comments with the SEC with respect to this filing relating to the transactions contemplated by the Share Exchange Agreement, such date shall be 90 days following the date if the agreement) and the date that Artemis files its next registration statement, and agreed to obtain effectiveness within 90 days (or 120 days in the event of a full review by the SEC.

In conjunction with the closing of the Share Exchange, Israel Alfassi resigned as a director of Artemis and Shimon Citron was appointed as a Director and Chief Executive Officer of the company.

For financial accounting purposes, the Share Exchange between Manuka and Artemis was accounted for as a reverse recapitalization and, as a result of the Share Exchange, Artemis ceased to be a shell company. As the shareholders of Manuka received the largest ownership interest in Artemis, Manuka was determined to be the “accounting acquirer” in the reverse recapitalization. As a result, the historical financial statements of Artemis were replaced with the historical financial statements of Manuka. Following the Share Exchange, the Company and its subsidiary, Manuka, are collectively referred to as the “Company.”

DESCRIPTION OF BUSINESS OF MANUKA LTD.

Corporate Overview

Manuka was incorporated under the laws of the State of Israel on March 22, 2020. Since its inception, Manuka’s business activities primarily consisted of developing and manufacturing skincare products based on Mānuka honey and bee venom from New Zealand, among other natural ingredients, marketed and sold solely on its website in Israel, www.bmanuka.co.il, and to be marketed and sold globally at www.bmanuka.com.

On December 21, 2021, Manuka entered into a securities purchase agreement (the “SPA”) with Adler Chomsky Marketing Communication Ltd. (“Adler”) and Eyal Chomsky Holdings Ltd (“Eyal”, and together with Adler, the “Chomsky Group”), pursuant to which Manuka agreed to sell Manuka’s ordinary shares, par value NIS 0.01 (the “Ordinary Shares”) as follows: 15,656 Ordinary Shares to Adler for aggregate consideration of $375,024 and 5,208 Ordinary Shares to Eyal for aggregate consideration of $124,992. Following the consummation of the transactions contemplated by the SPA, Adler and Eyal’s equity holdings of Manuka represented 17.24% of the issued capital of Manuka, on a fully diluted basis. In addition, pursuant to the SPA, Manuka is entitled to sell an additional 4,166 Ordinary Shares to any third party (the “Additional Shares”) to complement a total investment of $600,000, providing however that the Additional Shares shall be sold pursuant to the same terms as the allotted shares in the SPA. Pursuant to the SPA, in the event that Manuka issues to any entity shares, options or other securities converted into shares, at a price per share of less than $24 (the "Reduced Price"), Manuka shall make to Chomsky Group whole in a way of additional issuance of shares such that the Chomsky Group has effectively paid the Reduced Price. Such right shall expire once the Manuka has raised, an aggregate of, at least $1,000,000. In the event that the Manuka shall issue to any other party shares with senior rights to the rights of the shares issued to Chomsky Group ("Senior Rights"), then the shares issued to Chomsky Group shall be converted to the same Senior Rights, on the date the Company issues such Preferred Shares. Such right shall expire once Manuka has raised, an aggregate of, at least $1,000,000.

Company Overview

Manuka is a beauty company that develops and distributes premium-quality skincare products, that are based on Mānuka honey and bee venom. Manuka’s skincare products are manufactured in Israel by its vendor, Chic Cosmetic Industries 1987 Ltd. (“Chic”) with Mānuka honey ingredients. Manuka imports Mānuka honey from its supplier in New Zealand, Waitemata Honey Co. Ltd. (“Waitemata Honey”) pursuant to the agreement with Waitemata Honey in July 2021 (the “Supply Agreement”). On February 28, 2022, Manuka was granted an import license from the Israeli Ministry of Health (the “MoH” and the “MoH License”) which allows it to import Mānuka honey from Waitemata Honey.

The skincare product formulas are the intellectual property of Manuka, pursuant to an agreement signed by the Company and Chic on December 14, 2021 (the “Formula Agreement”).

Currently, Manuka operates only in Israel through its online platform www.bmanuka.co.il. Manuka’s website and mobile applications currently offer 6 cosmetic skincare products: “Face Serum with Manuka Honey and Bee Venom”; “Face Serum with enhanced Vitamin C”; “Day Cream”; “Night nourishing Cream”; “Eye Cream”; and “Face Cleanser Gel”. In the future, Manuka plans to expand its business to other markets outside of Israel with the www.bmanuka.com website, which is still under development.

Manuka believes its focus on delivering a compelling value proposition to its clients across all Manuka’s product categories would drive loyalty from clients. Manuka intends to offer a loyalty program, subscription plans and target promotions. As such, Manuka offers frequent promotions, coupons, and gifts with purchase. For example, Manuka is currently developing a new shopping experience, its “try before you buy” experience. Subject to the “try before you buy” plan’s policy, Manuka would offer selected bundles of products, with payment by customers on shipping costs only. Unsatisfied customers would be able to return the products within 14 days for no other costs (including no return fees). Satisfied customers would be charged after 14 days for the full amount of purchase.

Manuka plans to broaden its line of products that is currently focused on Mānuka honey and bee venom skincare market to include the pure Mānuka honey market and the gummy supplements market, based on Mānuka honey from New Zealand. Manuka’s current MoH License enables Manuka to develop and include the pure Mānuka honey products to its existing skincare line of products.

Manuka’s Products

Currently, Manuka features 6 facial skincare products based on Mānuka honey and bee venom. All of Manuka’s products have been granted a license by the Israel MoH. These products include:

•

Face Serum with Manuka Honey and Bee Venom. This product supports blurring and reduces skin wrinkles. It regenerates skin cells and gives a young and vital appearance to the skin. The bee venom encourages natural skin revival, boosts production of Collagen, enhances skin elasticity and has healing properties for damages skin cells.

•

Face Serum with Enhanced Vitamin C. The single product without bee venom but with enhanced quantity of Vitamin C. Provides a hearty dose of moisture for a firm skin appearance and reduction of wrinkles.

•

Day Cream. Nourishes the skin, protects, and guards its flexibility. Bee venom contributes to the toning of the skin for a smooth, radiant and healthy appearance, with the addition of hyaluronic acid for restoring skin vitality.

•

Night Nourishing Cream with Manuka Honey and Nee Venom. This product contains a significant number of amino acids, vitamins, and minerals. It also includes bee venom that contributes to the toning of the skin for a smooth, radiant and healthy appearance, with the addition of hyaluronic acid for restoring skin vitality.

•

Eye Cream with Manuka Honey and Bee Venom. This product treats and softens the sensitive area around the eyes. It has properties for nourishing the skin to protect and guard its flexibility. Bee venom contributes to the toning of the skin for a smooth, radiant and healthy appearance, with the addition of hyaluronic acid for restoring skin vitality.

•

Face Cleanser Gel. This is a light and refreshing face cleanser, with Mānuka honey and bee venom.

Currently all of Manuka’s products are sold in Israel and are licensed by the Israeli MoH.

In December 2021, Manuka contracted with a regulatory consultant to file a request to the U.S. Food and Drugs Administration (the “FDA”) to (i) confirm the label instructions and information for each of its products, and (ii) to list its cosmetic products, to grant an approval of a cosmetic manufacturer with the FDA (the “FDA Request”). Manuka’s requests are pending with the FDA and expected by the end of 2022. Once the FDA confirms the labels, Manuka expect that its products would automatically be registered with the FDA, and Manuka will be allowed to sale and market its products in the U.S. market through local distributers.

Business Mission & Strategy

Manuka’s mission is to become a prime online platform that offers a combination of 3 groups of products, all based on Mānuka honey, as follows:

•

Pure Mānuka honey for direct consumer consumption.

•

Skincare products based on Mānuka honey and bee venom; and,

•

Gummy supplements (nutraceuticals) for skin, hair, and nails.

Manuka currently sells and markets its products in Israel through the website, www.bmanuka.co.il. Manuka plans to offer its products on a global basis through its global website, www.bmanuka.com, which is still under development. Manuka plans to go ‘live’ with its global platform and start to facilitate sales of its products globally by the end of 2022.

Manuka’s business strategy for commercial sales is intended to be carried out mainly through its online platform and through contracts with leading health food chains and outlets. Distribution and marketing of its skincare products and nutraceuticals products would be carried out based on the following practices:

Drive growth across skincare and health enthusiast consumer communities. Manuka intends to target skincare and wellness groups across multiple demographics and shopping behaviors. Manuka believes it can drive customer acquisition across both skincare and wellness enthusiasts and up through advertising on social medias platforms, such as Facebook and Instagram as well as on, Youtube, TikTok and Google, thus driving Manuka’s leadership as a diversity-forward brand.

Deliver world class skincare and gummies products based on Manuka honey. Mānuka honey and bee venom that is included in Manuka’s skincare products, are the focus of Manuka’s value proposition and represents a core differentiator within the market. Manuka engages skincare and wellness clientele to discover the unique ingredients and health benefits of its leading component, Mānuka honey, with a combination focused on innovation and leading trends, differentiation, and exclusivity. Manuka believes that its selection of merchandise and affordable pricing, offer a unique shopping experience for its customers.

Digital engagement. Manuka’s strategic vision is to build a leading digital experience that engages with its customers through its differentiated products, personalization, convenience, and interactive experiences.

Deliver operational excellence and drive efficiencies. Its strategic vision is to manage end-to-end speed, quality, and efficiency to deliver exceptional customer experiences, while leveraging efficiencies of scale to drive profit improvement.

Invest in talent that drives a winning culture. Leadership, culture, and engagement of Manuka’s executives are key drivers of its performance. Manuka has an experienced management team that brings a creative and experienced online sales approach and a disciplined operating philosophy to Manuka’s business.

Manuka believes that skincare is for everyone, regardless of age, size, ability, skin tone, culture, or gender. Manuka strives to provide an environment where every associate feels they can fully contribute, and every client is optimally served, regardless of any differences. Manuka’s well-trained associates are highly engaged and deliver a positive and unique customer experience. Manuka continues to expand the depth of its team at all levels and in all functional areas to support its growth.

Manuka will coordinate its infrastructure growth based on future Manuka sales volume and business expansion to the U.S. market, contemporarily with its growth of its Mānuka honey and bee venom skincare market, as well as with Manuka’s plans to penetrate to the pure Mānuka honey market, and the Gummy vitamins and supplements market. Manuka intends to outsource the following services: technology developments, advertising and social media promotions, and public affair services.

Description of Market

Manuka’s potential market includes three segments: the Mānuka honey and bee venom skincare market, the pure Mānuka honey market, and the Gummy vitamins and supplements.

Skincare Products containing both Mānuka Honey and Bee Venom

Manuka operates in a diverse and competitive market of skincare products that is still in its preliminary phase. As opposed to the regular skincare market, Manuka believes that there is an increasing interest by the public in healthy and natural skincare products, in general, and particularly in Mānuka honey-based products combined with bee venom. To this end, only a handful of companies engage in producing skincare products based on these two ingredients.

As the skincare market based on Mānuka honey and bee venom is still in its infancy, Manuka believes that a significant opportunity exists for Manuka in this market segment. In Israel, Manuka is currently the sole player in the domestic market for sales of skincare products with Mānuka honey. Manuka plans to further expand to the global Mānuka Honey and Bee Venom market.

Mānuka Pure Honey Global Market

Mānuka honey, produced in New Zealand by bees that pollinate the Manuka bush, is one of the most unique and beneficial forms of honey in the world. Mānuka honey is commonly sold as an alternative medicine. There are many Mānuka honey uses, ranging from healing sore throats and digestive illnesses, to curing staph infections and gingivitis.

According to a research report by 360 Research Reports on global Manuka Market Honey Growth for 2022-2028 from January 4, 2022, the global Mānuka honey market was valued at USD $313.76 million in 2021 and is expected to reach close to USD $535 million by the end of 2027, growing at a Compound Annual Growth Rate (“CAGR”), of 11.75% during 2022-2027. According to this research, the global Mānuka honey key players include Comvita, Manuka Health New Zealand Ltd. and Oha Honey LP. (d/b/a Watson & Son). The global top three manufacturers hold a share of about 80% of the global Mānuka honey market.

The Asia-Pacific market is the largest global market, with a market share of over 70%, followed by Europe, and North America, both having a market share of about 25%.

In terms of product’s quality rating, the majority of Mānuka honey’s quality rating is carried out by the Unique Mānuka Factor Honey Association in New Zealand. Mānuka honey is divided into 6 grades: 5+, +10, +15, 20+, 25+. The highest grade refers to more antibacterial components and mineral that are within the honey.

Manuka’s honey market segmentation also differs by type, including, UMF 5+, UMF 10+, UMF 15+, UMF 20+, and other types.

Manuka’s market segmentation by application includes digestion and inflammation treatment, wound care and skincare products among other applications.

Nutraceutical Market - Gummy Vitamins and Supplements

According to a 2020 survey of the gummy vitamins market by product type, source, packaging type, distribution channel, end user and region that was conducted by Markets and Markets, the gummy vitamins market size was valued at $5.9 billion in 2020, and is expected to reach $10.6 billion by 2025, registering a CAGR of 12.5% from 2020 to 2025. The multivitamin segment led in terms of gummy vitamins market share in 2018 and is expected to retain its dominance throughout the forecast period.

Gummy vitamins are chewable vitamins that are like gummy candies and are available in different shapes, colors, and flavors. They are produced with the help of corn starch, gelatin, sugar, water, and added colorings. Popular flavors available in gummy vitamins include raspberry, lemon, orange, and cherry. Vitamin supplements are extensively popular around the world, can improve health and can compensate for a poor diet.

Furthermore, gummy vitamins are easily chewable and are highly popular among people having difficulty in swallowing pills. According to OralFlo’s national survey in 2004, around 40% of American adults have difficulty in swallowing pills. Another study published in The European Journal of Clinical Pharmacology revealed that around 30% had difficulty swallowing pills. For people who find difficult to swallow pills, gummy vitamins come as a great aid. Gummy vitamins are much more convenient as compared to traditional vitamin pills. Gummy vitamins are now widely accepted among children as well as adults, owing to easy swallowability. Moreover, increase in instances of chronic disease in developed economies such as North America and Europe has fostered the demand for gummy vitamins in the last few years. Therefore, prevalence of dysphagia is expected to drive the gummy vitamins market growth.

The special properties of Mānuka honey, together with its being also a natural sweetener with healthy properties, which can be used instead of sugar supplement. Furthermore, the gummy vitamin supplement market includes a sub-market of “beauty gummies”, that is a gummy supplement for skincare, nails and hair wellness. Manuka intends to penetrate this niche with a new gummy supplement product that includes pure Mānuka honey.

Market Opportunities

Manuka believes that the relatively small number of skincare manufacturers that are using the combination of Mānuka honey and bee venom as their leading ingredients offers an opportunity for Manuka to become a player in this market segment. Moreover, Manuka plans to concentrate on the online market, driven by more than 20 years of online marketing experience by Manuka’s founders. Manuka’s skincare products are currently manufactured in Israel by Chic under the Formula Agreement with Mānuka honey ingredients that are supplied by Waitemata Honey pursuant to the Supply Agreement.

With respect to the pure Mānuka honey market, which is controlled by a limited number of distributing companies, Manuka would aspire to provide an opportunity to conquer a significant niche through Manuka’s developing online presence. Manuka expects to start its operations in the pure Mānuka honey market both in Israel and globally by the end of 2022. Manuka’s supplier of pure Mānuka honey is Waitemata Honey pursuant to the Supply Agreement.

With respect to the Gummy vitamins and food supplement global market, Manuka believes that its unique new product that is made with Mānuka honey, the gummy supplement beauty gummies, will pave the way to a successful entry into this unique niche in the large global market of gummy vitamin supplements. Manuka is still undergoing development of Manuka’s manufacturing process with respect to Manuka’s potential future gummy supplement beauty gummies.

Competition

The Mānuka honey and bee venom skincare market is relatively small but is characterized by a rapidly growing pace and intense competition. Any products that Manuka may successfully develop and commercialize may compete with existing and similar products. To mention a few of Manuka’s competitors that are engaged in producing cosmetic products using Mānuka Honey as a substantial ingredient: Manuka Doctor Ltd. from New Zealand, which also operates in the U.K., in the U.S., in Australia, and Western Europe; ApiHealth NZ Ltd. from New Zealand; Parrs Products Ltd. (d/b/a Wild Ferns) from New Zealand; and Abeeco Ltd., from New Zealand. The cosmetics, fragrances and toiletries market is a highly competitive market, within the segments of Manuka’s operations. Strong brands and new product launches are important to attract and retain customers. Furthermore, in offering a wide range of categories, Manuka’s brands compete with several different companies that operate through different distribution channels: direct selling, retail and e-commerce.

In the pure Mānuka honey market, Manuka compete in the same segment of the Mānuka honey producers themselves, as Manuka would purchase the honey from them. The following is a list of key industry competitors of Manuka in the Mānuka Honey segment: Comvita (which is a public company listed on NZ stock exchange), Manuka Health New Zealand Ltd., Oha Honey LP. (d/b/a Watson & Son), Arataki Honey Ltd., Manuka Doctor Ltd., NZ Gold Health Ltd., New Zealand Honey Co. Ltd., Savage Horticulture Ltd. (d/b/a WildCape Manuka Honey), and ApiHealth NZ Ltd.

In the Gummy vitamins and supplements sphere, Manuka would have to enter a vast and competitive market with a newly developed product in the low and no-sugar sub-market. Some of Manuka’s competitors in the Gummy vitamin and supplements market would include Nature Made by Pharmavite LLC, Nature’s Bounty by The Carlyle Group, Emergen-C by Pfizer, Inc., and Vitafusion by Church & Dwight.

Manuka’s competitors may have significantly greater financial resources and expertise in research and development, manufacturing, preclinical testing, conducting clinical trials, obtaining regulatory approvals and marketing approved products than Manuka does. These competitors also compete with us in recruiting and retaining qualified scientific and management personnel and establishing clinical trial sites and patient registration for clinical trials, as well as in acquiring technologies complementary to, or necessary for, Manuka’s programs.

Manuka’s commercial opportunity could be reduced or eliminated if Manuka’s competitors develop and commercialize medicines that are safer, more effective, have fewer or less severe side effects, are more convenient or are less expensive than any products that Manuka may develop. Manuka’s competitors may also obtain FDA, or other regulatory approval for their products more rapidly than Manuka may obtain approval for its products, which could result in Manuka’s competitors establishing a strong market position before Manuka is able to enter the market.

Manuka’s Marketing Strategy

Marketing and advertising

Manuka would enhance Manuka’s marketing strategy to increase brand awareness, drive traffic to Manuka’s website and mobile application. Manuka intends to acquire new clients, improve customer retention, and increase frequency of shopping. Manuka intends to communicate with Manuka’s clients and prospective customers through multiple vehicles, including digital and social media, and Search Engines Optimization (SEO). These marketing strategies would induce the breadth of Manuka’s selection of products and services, and special offers. Manuka’s developing comprehensive public relations strategy would enhance Manuka’s reputation for excellent skin-care products, and as a future pure Mānuka honey and a gummy supplement beauty gummies prestigious distributor. Manuka intends to increase Manuka’s brand awareness, support Manuka’s customers, and drive awareness of new products through, among others, publishing articles on leading dailies and magazine by journalists and influencers.

Training and Development

Manuka brings an experienced team with over 20 years of online marketing. Manuka plans on concentrating in internet sales market segment, harnessing Manuka’s knowledge in online marketing, Search Engine Optimization, and social networks such as Facebook, Instagram, Youtube and TikTok for optimal marketing results.

Manuka plans to build an online marketing and sales management organization to create and implement marketing strategies for any product that Manuka market through Manuka’s own sales organization and to oversee and support Manuka’s sales force. The responsibilities of the marketing team would include developing marketing initiatives, a loyalty customer club, and other promotional measures.

For Manuka’s preliminary entry to the U.S., Manuka is in negotiations with a strategic distributor and contract sales entity to assist in the entry to various leading retail chains in the U.S.

Manuka’s success is dependent in part on Manuka’s ability to attract, train, retain, and motivate qualified associates at all levels of the organization. Manuka is developing a corporate culture that would enable individual website managers to make comprehensive operating decisions, and Manuka consistently rewards high performance.

Outside of the United States and potentially Europe, where appropriate, Manuka may elect in the future to utilize strategic partners, distributors, or contract sales forces to assist in the commercialization of Manuka’s products. In certain instances, Manuka may consider building its own commercial infrastructure.

Seasonality

Manuka currently expects that its business will be subject to seasonal fluctuation. Such estimates of significant portions of net sales and profits to be realized during the fall, winter and spring seasons as well as peaks during seasonal holidays such as Black Friday, Christmas, New Year, and Easter.

Distribution

Manuka’s vision is to develop an expanded and optimized end-to-end supply chain that improves operational efficiency, performance, and customer experience. This includes enhanced systems and processes as well as a modernized distribution center network to support Manuka’s new e-commerce growth globally. Currently, Manuka operates only a single distribution center that supports Manuka’s e-commerce demand in the territory of Israel. Manuka plans its global expansion program to start in the U.S. by the end of 2022. For this purpose, Manuka is in negotiations with a leading marketing and distribution entity in the US to become both Manuka’s online and B2B representative. The initial plan is to, firstly, keep on manufacturing in Israel and send the products to a warehouse and distribution center for domestic sales. The second phase would be to locate a local manufacturer that would manufacture Manuka’s line of cosmetics to be sold in the U.S.

With respect to selling gummies in the U.S., Manuka is in preliminary discussions with a leading private-label manufacturer that is currently working on putting together a unique and proprietary formula for its private label brand aimed for treating hair, nails, and skin. Manuka hopes to finalize this process by the end of 2022 to start selling Manuka’s newly developed beauty gummies early in 2023.

Information Technology

Manuka depends on a variety of information systems and technologies (including cloud technologies) to maintain and improve Manuka’s competitive position and to manage the operations of Manuka’s growing website base. As Manuka expands, Manuka’s technology plans to also include a company-wide network that would connect all users, websites, and its distribution center infrastructure and provides communications for continual polling of sales and merchandise movement at the website level. Manuka intends to leverage technology infrastructure and systems where appropriate to gain operational efficiencies through more effective use of Manuka’s systems, people, and processes. Manuka would update the technology supporting its websites, distribution infrastructure, and corporate headquarters on a regular basis. Manuka will contribute funds and efforts to develop and maintain information systems to facilitate growth and enhance Manuka’s competitive position.

Intellectual Property

Manuka owns 9 international domain names and 7 Israeli domains. Manuka has an exclusive agreement with Chic that provides that the skincare product formulas are owned by Manuka.

Government Regulation

Manuka’s skincare products are authorized for sale by Israeli MoH. On February 28, 2022, the MoH issued a special sensitive food import license to Manuka, whereby Manuka has an approval from the MoH to import Manuka Honey for one year, until February 28, 2023, in accordance with section 64 of the Public Health Food Protection Law 2015), from Waitemata Honey Co Limited (New Zealand). The import License Permit is valid as long as no changes are made in any of the information provided.

In December 2021, Manuka contracted with a regulatory consultant to file its FDA Request. Manuka’s requests are pending with the FDA and expected by the end of 2022. Once the FDA confirms the labels, Manuka expects that its products would automatically be registered with the FDA, and Manuka will be allowed to sell and market Manuka’s products in the U.S. market through local distributers.

Material Agreements

On December 14, 2021, Manuka entered into the Formula Agreement with Chic. Pursuant to the Formula Agreement, Chic shall supply the following services, including: (1) development of specific formulas for products based on specifications received by Manuka (“Formula”); and (2) upon production completion of Formula, the serial production of such products (“Products” and together with the Formula, “Services”). Chic will provide the Services according to work orders issued by Manuka from time to time. Manuka will have the option to purchase specific Formulas from Chic, as described in Exhibit A to the Formula Agreement. Manuka shall own the intellectual property rights of any such Formula. Chic may not provide the Formula developed for Manuka to any other party and may not transfer or disclosure the Formulas to any party unless Manuka approves of it in advance and in writing. Nor may Chic manufacture products developed for Manuka for itself or any other party, even if Manuka does not exercise the option to purchase any of the Formulas. The Formula Agreement contains a choice of venue clause limiting jurisdiction to courts in Tel-Aviv-Jaffa, Israel. The Service Agreement’s term is unlimited, but it may be terminated by either party upon providing a written notice of termination 180-day prior; any such termination shall not detract from the validity of the option to purchase the Formulas.

On July 20, 2021, Manuka entered into a manufacture and sale agreement with Waitemata Honey Direct Ltd. and Waitemata Honey Co Ltd. (jointly referred to as the “Waitemata”) whereby Manuka agreed to purchase Manuka Honey products (the “Honey Products”) from Waitemata and resell them to its customers. Pursuant to the Supply Agreement, Manuka has the right to relabel and sell Honey Products purchased from Waitemata under its own branding and logo, but must include an indication on such labeling that it was manufactured by Waitemata and include Waitemata’s license number from the Unique Manuka Factor Honey Association (“UMFHA”), which will also comply with labeling requirements by the Israeli Minister of Health (“MoH”) and the certification required by New Zealand’s Ministry of Primary Industries (the “Certification”). Manuka agreed that it would bear the cost of this Certification up to 10,000 New Zealand Dollars, which payment shall be offset from payments due to Waitemata for purchased Honey Products, which are not considered to be material costs. Pursuant to the Supply Agreement, Manuka must make purchase orders from Waitemata, which will include specified information as to, among others, the quantity of Honey Products to be purchase and requested shipment date. The consideration for any purchased Honey Products by Manuka shall be paid to Waitemata according to the price list attached to the Supply Agreement. The termination is set for 60-months after the effective date, upon such termination the Supply Agreement shall renew itself automatically for an additional 24- month unless either party provides a written notice of its election not to renew the agreement within 30-days to the end of the term. The Supply Agreement is governed under the laws of New Zealand and jurisdiction is set in Auckland, New Zealand.

Directors, Executives and Employees of Manuka

Post-Closing, Manuka’s board of directors consists of 2 members, Shimon Citron, who also currently serves as the acting Chief Executive Officer of the Company, and Mr. Avshalom Shilin who has been appointed by Adler and Eyal.

Furthermore, under Manuka’s Articles of Association, Manuka’s directors were appointed: (i) by its founder, Mr. Shimon Citron, who has the right to appoint two directors; and (ii) by Adler and Eyal who have the right to appoint one director until the later of: (a) December 20, 2023; or (b) the date in which they shall hold less than 10% of Manuka’s issued share capital. In addition, under the SPA, Adler and Eyal also have the right to appoint a director to the Company until the later of: (i) December 20, 2023; or (ii) the date in which they shall hold (together) less than 10% of the Company's issued share capital. Since the Company is not a party to the SPA, such agreement is not binding the Company. However, Manuka intends to honor it on the parent level.

Currently the Company’s executives include one individual, Shimon Citron, as Chief Executive Officer. Manuka also retains Haim Tabak, as an advisor, who serves as Chief Operating Officer and is intended to sign an employment agreement under a full-time employment agreement that would be prepared and signed within the coming 60 days. The company plans to hire additional personnel in sales, marketing, and customer support in line with its business growth.

Legal Matters

From time to time, Manuka may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. Manuka is not currently a party in any legal proceeding or governmental regulatory proceeding nor are we currently aware of any pending or potential legal proceeding or governmental regulatory proceeding proposed to be initiated against us that would have a material adverse effect on us or our business.

Description of Property

Manuka’s principal executive office is currently located at 3 Eliezer Vardinon St., Suite 701, Petach Tikva, Israel. These premises are leased under a lease agreement signed on August 10, 2021 and comprise approximately 85 square meters in size. Manuka does not currently own any properties.

RISK FACTORS

The risks set forth below are not the only ones facing our Company. Additional risks and uncertainties may exist that could also adversely affect our business, financial condition, prospects and/or operations. If any of the following or other risks actually materialize, our business, financial condition, prospects and/or operations could suffer. In such event, the value of our securities could decline.

Manuka has a limited operating history and is subject to the risks encountered by early-stage companies.

Manuka was organized in Israel in March 2020. Because its operating company has a limited operating history, you should consider and evaluate its operating prospects in light of the risks and uncertainties frequently encountered by early-stage companies in rapidly evolving markets. For us, these risks include:

•

risks that Manuka may not have sufficient capital to achieve its growth strategy;

•

risks that Manuka may not develop its product and service offerings in a manner that enables us to be profitable and meet its customers’ requirements;

•

risks that its growth strategy may not be successful; and

•

risks that fluctuations in its operating results will be significant relative to its revenues.

These risks are described in more detail below. Its future growth will depend substantially on Manuka’s ability to address these and the other risks described in this section. If Manuka does not successfully address these risks, its business would be significantly harmed.

Manuka’s future success depends on its ability to develop, receive FDA and other similar regulatory approval for, and introduce new products or product enhancements that will be accepted by the market in a timely manner, and if Manuka does not do so, its results of operations will suffer.

It is important to Manuka’s business that it continues to build a pipeline of product offerings for the treatment skin conditions and cosmetic improvements to remain competitive. Consequently, its success will depend in part on Manuka’s ability to develop or acquire and introduce new products. However, Manuka may be unable to successfully maintain its regulatory clearance for existing products, or develop, obtain and maintain regulatory clearance or approval for product enhancements, or new products, or these products may not be accepted by clinicians who financially support many of the procedures performed with its products.

If Manuka does not develop new products or product enhancements in time to meet market demand, if there is insufficient demand for these products or enhancements, or if competitors introduce new products with enhanced functionalities that are superior to those of Manuka, then its results of operations will suffer.

The success of Manuka’s business depends on its ability to maintain and enhance its reputation and brand.

Manuka believes that its reputation in the skincare industry is of significant importance to the success of its business. A well-recognized brand is critical to increasing its customer base and, in turn, increasing its revenue. Since the skincare industry is highly competitive, its ability to remain competitive depends to a large extent on its ability to maintain and enhance its reputation and brand, which could be difficult and expensive. To build, maintain and enhance its reputation and brand, Manuka needs to successfully manage many aspects of its business, such as cost-effective marketing campaigns to increase brand recognition and awareness in a highly competitive market.

Manuka will continue to conduct various marketing and brand promotion activities. Manuka cannot assure you, however, that these activities will be successful and achieve the brand promotion goals we expect. If Manuka fail to maintain and enhance its reputation and brand, or if we incur excessive expenses in its efforts to do so, Manuka’s business, financial conditions and results of operations could be adversely affected.

Manuka has incurred losses since its inception.

To date Manuka has generated revenues only in the years 2021 and 2022. It is not clear when Manuka will generate revenues. Manuka cannot give assurances that its will be able to generate any revenues or income in the future. There is no assurance that it will ever be profitable.

To date, Manuka has financed its operations primarily through marketing and sales, the sale of equity securities, and shareholders loans. The amount of its future net losses will depend, in part, on the rate of its future expenditures and its ability to obtain funding through equity or debt financings, strategic collaborations, or grants. Skincare product development is a speculative undertaking and involves a substantial degree of risk. With respect to its current products and future products (in the pure honey market and the Gummy vitamins and food supplement), we are in early developments of its penetration to the global market. Even if Manuka obtains regulatory approval to market its products, its future revenue will depend upon the size of any markets in which its products may receive approval, and its ability to achieve sufficient market acceptance, pricing, reimbursement from third-party payors, and adequate market share for its product candidates in those markets.

Manuka expects to continue to incur expenses and increasing operating losses for the foreseeable future. Manuka anticipates that its expenses will increase substantially if and as it:

	•	continue its research and preclinical and clinical development of its products;
	•	advance its programs into more expensive clinical studies;
	•	initiate additional preclinical, clinical, or other studies for its product candidates;
	•	change or add additional manufacturers or suppliers;
	•	seek regulatory and marketing approvals for our product that successfully complete regulatory approvals;
	•	establish a sales, marketing, and distribution infrastructure to commercialize any products for which Manuka may obtain marketing approval;
	•	make milestone or other payments under any license agreements;
	•	seek to maintain, protect, and expand its intellectual property portfolio;
	•	seek to attract and retain skilled personnel;
	•	create additional infrastructure to support its operations as a public company and its product development and planned future commercialization efforts; and
	•	experience any delays or encounter issues with any of the above, including but not limited to failed studies, complex results, safety issues, or other regulatory challenges that require longer follow-up of existing studies, additional major studies, or additional supportive studies in order to pursue marketing approval.

Further, the net losses Manuka incurs may fluctuate significantly from quarter to quarter and year to year, such that a period-to-period comparison of its results of operations may not be a good indication of its future performance.

Manuka have had marginal revenues since inception.

Manuka has not been profitable, and it cannot predict when it will achieve profitability. Manuka has experienced net losses and have had no revenues since its inception. Manuka does not anticipate generating significant revenues until Manuka successfully develops, commercializes and sells its proposed products, of which Manuka can give no assurance. Manuka is unable to determine when it will generate significant revenues, if any, from the sale of any of such products.

Manuka cannot predict when it will achieve profitability, if ever. Manuka’s inability to become profitable may force us to curtail or temporarily discontinue its marketing and sales and its day-to-day operations. Furthermore, there can be no assurance that profitability, if achieved, can be sustained on an ongoing basis. As of March 31, 2022, Manuka had accumulated liabilities of $646,090.

If Manuka is unable to protect the confidentiality of its trade secrets, its business and competitive position would be harmed.

Manuka plans to rely on proprietary formulas, including unpatented know-how, to maintain its competitive position. Manuka will seek to protect these proprietary secrets, in part, by entering into non-disclosure and confidentiality agreements with parties who have access to them, such as its employees, corporate collaborators, outside scientific collaborators, contract manufacturers, consultants, advisors and other third parties. Moreover, to the extent Manuka enters into such agreements, any of these parties may breach the agreements and disclose its proprietary information, including its trade secrets, and Manuka may not be able to obtain adequate remedies for such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets. If any of its trade secrets were to be lawfully obtained or independently developed by a competitor, Manuka would have no right to prevent them, or those to whom they communicate it, from using that technology or information to compete with us. If any of its trade secrets were to be disclosed to or independently developed by a competitor, its competitive position would be harmed. In general, any loss of trade secret protection or other unpatented proprietary rights could harm its business, results of operations and financial condition.

Manuka may need for additional financing to accomplish its business and strategic plans.

The funds Manuka has on hand may not be adequate to develop its current business plan. Its ultimate success may depend on its ability to raise additional capital. In the absence of additional financing or significant revenues and profits, the Company will have to approach its business plan from a much different and much more restricted direction, attempting to secure additional funding sources to fund its growth, borrowing money from lenders or elsewhere or to take other actions to attempt to provide funding. Manuka cannot guarantee that it will be able to obtain sufficient additional funds when needed, or that such funds, if available, will be obtainable on terms satisfactory to us. Manuka is at its early stages, is thinly capitalized and has not yet generated cash from operations. Manuka raised funds from an outside investor, which is not sufficient to fund its operation for the period of twelve months from the date of approval of the financial statements, which raises substantial doubts as to the Company’s ability to continue as going concern. Manuka’s management plans to alleviate such doubts are mainly reliant on the support of its major shareholder by way of unequivocal support letter securing the necessary funds for the Manuka in the foreseeable future.

Manuka will need to raise additional financing to support the manufacturing of its products but it cannot be sure it will be able to obtain additional financing on terms favorable to us when needed. If Manuka is unable to obtain additional financing to meet its needs, its operations may be adversely affected or terminated.

It is highly likely that Manuka will need to raise significant additional capital in the future. Its current financial resources are limited and may not be sufficient to finance its operations until Manuka becomes profitable. It is likely that Manuka will need to raise additional funds in the near future in order to satisfy its working capital and capital expenditure requirements. Therefore, Manuka is dependent on its ability to sell its securities for funds, receive grants or to otherwise raise capital. There can be no assurance that Manuka will be able to obtain financing. Any sale of its common stock in the future will result in dilution to existing stockholders and could adversely affect the market price of its common stock. Also, Manuka may not be able to borrow or raise additional capital in the future to meet its needs or to otherwise provide the capital necessary to conduct the development and commercialization of its potential products, which could result in the loss of some or all of one's investment in its common stock.

Third parties may initiate legal proceedings alleging that Manuka is infringing their intellectual property rights, the outcome of which would be uncertain and could have a material adverse effect on its business.

Manuka’s commercial success depends upon its ability and the ability of its collaborators to develop, manufacture, market and sell its products and use its proprietary formulas without infringing the proprietary rights of third parties. Manuka may become party to, or threatened with, future adversarial proceedings or litigation regarding intellectual property rights with respect to its products and formulas. Third parties may assert infringement claims against us based on existing proprietary rights that may be granted in the future. If Manuka is found to infringe a third party's proprietary rights, Manuka could be required to obtain a license from such third party to continue developing and marketing its formulas. However, Manuka may not be able to obtain any required license on commercially reasonable terms or at all. Even if Manuka were able to obtain a license, it could be non-exclusive, thereby giving its competitors access to the same technologies licensed to us. Manuka could be forced, including by court order, to cease commercializing the infringing product. In addition, Manuka could be found liable for monetary damages. A finding of infringement could prevent us from commercializing its product formulas or force us to cease some of its business operations, which could materially harm its business. Claims that we have misappropriated the confidential information or trade secrets of third parties could have a similar negative impact on its business.

Even if resolved in its favor, litigation or other legal proceedings relating to intellectual property claims may cause us to incur significant expenses and could distract its technical and management personnel from their normal responsibilities. In addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of its common stock. Such litigation or proceedings could substantially increase its operating losses and reduce the resources available for development activities or any future sales, marketing or distribution activities. Manuka may not have sufficient financial or other resources to adequately conduct such litigation or proceedings. Some of its competitors are able to sustain the costs of such litigation or proceedings more effectively than Manuka can because of their greater financial strength. Uncertainties resulting from the initiation and continuation of litigation or other proceedings could have a material adverse effect on its ability to compete in the marketplace.

Product liability claims could damage its reputation and adversely affect Manuka’s business.

The design, manufacture and marketing of its products each carry an inherent risk of product liability claims and other damage claims. In addition to the exposure, Manuka may have for defective products, clinicians may misuse its products or use improper techniques, regardless of how well trained, potentially leading to injury and an increased risk of product liability. A product liability or other damages claim, product recall or product misuse could require us to spend significant time and money in litigation, regardless of the ultimate outcome, or to pay significant damages and could seriously harm its business.

If Manuka fail to manage growth or to prepare for product scalability effectively, it could have an adverse effect on its employee efficiency, product quality, working capital levels and results of operations.

Any significant growth in the market for its products or its entry into new markets may require an expansion of its employee base for managerial, operational, financial, and other purposes. As of June 14, 2022, Manuka had 3 employees and consultants who provide services on either a full-time or part-time basis. During any period of growth, Manuka may face problems related to its operational and financial systems and controls, including quality control and delivery and service capacities. Manuka would also need to continue to expand, train and manage its employee base. Continued future growth will impose significant added responsibilities upon the members of management to identify, recruit, maintain, integrate, and motivate new employees.

Aside from increased difficulties in the management of human resources, Manuka may also encounter working capital issues, as Manuka will need increased liquidity to finance the development of new products, and the hiring of additional employees. For effective growth management, Manuka will be required to continue improving its operations, management, and financial systems and controls. Manuka’s failure to manage growth effectively may lead to operational and financial inefficiencies that will have a negative effect on its profitability. Manuka cannot assure investors that Manuka will be able to timely and effectively meet that demand and maintain the quality standards required by its existing and potential customers.

Manuka’s management team may not be able to successfully implement its business strategies.

If its management team is unable to execute on its business strategies, then its development, including the establishment of revenues and its sales and marketing activities would be materially and adversely affected. In addition, Manuka may encounter difficulties in effectively managing the budgeting, forecasting and other process control issues presented by any future growth. Manuka may seek to augment or replace members of its management team or Manuka may lose key members of its management team, and Manuka may not be able to attract new management talent with sufficient skill and experience.

If Manuka is unable to retain key executives and other key affiliates, its growth could be significantly inhibited, and its business harmed with a material adverse effect on its business, financial condition and results of operations.

Manuka’s success is, to a certain extent, attributable to the management, sales and marketing, of certain personnel. Its 1-management team personnel, performs key functions in the operation of its business. The loss of him could have a material adverse effect upon its business, financial condition, and results of operations. If Manuka loses the services of its senior management, Manuka may not be able to immediately locate suitable or qualified replacements and may incur additional expenses to recruit and train new personnel, which could severely disrupt its business and prospects.

If Manuka fail to attract, hire and retain qualified personnel, Manuka may not be able to design, develop, market or sell our products or successfully manage our business.

Manuka has a small management team and are particularly dependent on our core management team. Accordingly, Manuka’s business prospects are dependent on the principal member of our executive team, the loss of whose services could make it difficult for us to manage our business successfully and achieve our business objectives. While Manuka has entered into employment agreements with its executive officer, he could leave at any time, in addition to our other employees and consultants, who are all “at will” employees. Manuka’s ability to identify, attract, retain and integrate additional qualified key personnel is also critical to its success. Competition for skilled research, product development, regulatory and technical personnel is intense, and Manuka may not be able to recruit and retain the personnel it needs. The loss of the services of any key personnel, or our inability to hire new personnel with the requisite skills, could restrict our ability to develop our operations and business.

Investors may have difficulties enforcing a U.S. judgment, including judgments based upon the civil liability provisions of the U.S. federal securities laws, against us or its executive officers and directors, or asserting U.S. securities laws claims in Israel.

None of its directors or executive officers are residents of the United States. Most of its directors’ and executive officers’ assets and its assets are located outside the United States. Service of process upon us or its non-U.S. resident directors and executive officers and enforcement of judgments obtained in the United States against us or its non-U.S. directors and executive officers may be difficult to obtain within the United States. Manuka has been informed by its legal counsel that it may be difficult to assert claims under U.S. securities laws in original actions instituted in Israel or obtain a judgment based on the civil liability provisions of U.S. federal securities laws. Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws against us or its executive officers and directors because Israel may not be the most appropriate forum 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 proved as a fact, 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 addressing the matters described above. Israeli courts might not enforce judgments rendered outside Israel, which may make it difficult to collect on judgments rendered against us or its executive officers and directors.

Moreover, among other reasons, including but not limited to fraud or absence of due process, or the existence of a judgment which is at variance with another judgment that was given in the same matter if a suit in the same matter between the same parties was pending before a court or tribunal in Israel, an Israeli court will not enforce a foreign judgment if it was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases) or if its enforcement is likely to prejudice the sovereignty or security of the State of Israel.

Reliance on Third Party Suppliers and Manufacturer Could be a Barrier

Manuka relies upon third party suppliers and manufacturer, including Chic Cosmetics in Israel and Waitemata Honey Co located in New Zealand, to supply raw materials and its products. A supplier’s failure to supply materials in a timely manner, or to supply its finished products, may harm its ability to manufacture its products cost-effectively or at all, and its revenues and gross margins might suffer.

Underproduction could lead to undercapitalization of Market demand.

Manuka may not meet its product development and commercialization milestones. Manuka has several development programs that are in the pre-commercial stage. The success of each formulation development program is highly dependent on its correct interpretation of commercial market requirements, and its translation of those requirements into applicable product specifications and appropriate development milestones. If Manuka has misinterpreted market requirements, or if the requirements of the market change, Manuka may develop a product that does not meet the cost and performance requirements for a successful commercial product. In addition, if Manuka does not meet the required development milestones, its commercialization schedules could be delayed, which could result in potential adverse effects on its business.

Changes in customer expectation in its industry and market may materially effect the results of Manuka’s operations.

The risk of not meeting its customer expectations may result in shift in market shares. Manuka’s customers may not be satisfied with the products Manuka delivered, therefore there is a chance that they will choose products offered by its competitors. This may result in low sales revenue and lower in market share.

The future worldwide demand for its current products and its future products is uncertain. Manuka’s current products and its future products may not be accepted and may not become commercially successful.

Customers may not perceive the benefits of its products and may be reluctant or unwilling to adopt Manuka’s products as a treatment option. While Manuka believes that its products are a better alternative to other treatments of certain skin conditions, individuals who are accustomed to using other modalities to treat customers may be reluctant to adopt broad use of its products.

Manuka must grow markets for its products through education and awareness programs. While studies have been done, there may be more to perform, and certain there will be with new projects. The process of marketing the results of the studies is subject to a peer-review process. Peer reviewers may not consider the results of studies of its products and any future products sufficiently novel or worthy of publication. Failure to have studies of its product accepted may affect adoption of its products.

Increases in the demand for, or the price of, raw materials could hurt its profitability.

The raw materials used to manufacture its products are subject to availability constraints and price volatility caused by weather, supply conditions, government regulations, general economic conditions, and other unpredictable factors. Increases in the demand for, or the price of, raw materials could hurt its profitability.

Risks Related to The Securities Markets and Investments in Our Common Stock

Manuka’s primary shareholder possesses the majority of its voting power, and through this ownership, control the Company and its corporate actions.

The primary shareholder and executive officer, Shimon Citron holds, together with his spouse, a stake of 72% of the voting power in the Company. This executive officer, thus, has a controlling influence in determining the outcome of any corporate transaction or other matters submitted to its stockholders for approval, including mergers, consolidations, and the sale of all or substantially all of its assets, election of directors, and other significant corporate actions. As such, this executive officer has the power to prevent or cause a change in control; therefore, without his consent Manuka could be prevented from entering into transactions that could be beneficial to us. The interests of its executive officers may give rise to a conflict of interest with the Company and the Company’s shareholders. For additional details concerning voting power please refer to the section below entitled “Description of Securities.”

There is a substantial lack of liquidity of its common stock and volatility risks.

The common stock is traded on the over-the-counter market with quotations published on the OTC Pink Current Information tier of the OTC Bulletin Board (the “OTCBB”), under the symbol “ATMS”. The trading volume of the common stock historically has been limited and sporadic, and the stock prices have been volatile. As a result of the limited and sporadic trading activity, the quoted price for the common stock on the over-the-counter market is not necessarily a reliable indicator of its fair market value. The price at which the common stock will trade in the future may be highly volatile and may fluctuate as a result of a number of factors, including, without limitation, any potential business combination that Manuka announce, as well as the number of shares available for sale in the market.

The trading volume of our common stock may be limited and sporadic. This situation is attributable to a number of factors, including the fact that Manuka is a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if Manuka came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as Manuka became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. Manuka cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained. As a result of such trading activity, the quoted price for our common stock on the OTCBB may not necessarily be a reliable indicator of our fair market value. In addition, if our shares of common stock cease to be quoted, holders would find it more difficult to dispose of or to obtain accurate quotation as to the market value of, our common stock and as a result, the market value of our common stock likely would decline.

The market price for our stock may be volatile and subject to fluctuations in response to factors, including the following:

	•	The increased concentration of the ownership of our shares by a limited number of affiliated stockholders following the Merger may limit interest in our securities;
	•	variations in quarterly operating results from the expectations of securities analysts or investors;
	•	revisions in securities analysts’ estimates or reductions in security analysts’ coverage;
	•	announcements of new products or services by us or our competitors;
	•	reductions in the market share of our products;
	•	announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
	•	general technological, market or economic trends;
	•	investor perception of our industry or prospects;
	•	insider selling or buying;
	•	investors entering into short sale contracts;
	•	regulatory developments affecting our industry; and
	•	additions or departures of key personnel.

Many of these factors are beyond our control and may decrease the market price of our common stock, regardless of our operating performance. Manuka cannot make any predictions or projections as to what the prevailing market price for our common stock will be at any time, including as to whether our common stock will sustain current market prices, or as to what effect that the sale of shares or the availability of common stock for sale at any time will have on the prevailing market price.

Because Manuka became public by means of a “reverse merger”, Manuka may not be able to attract the attention of major brokerage firms.

There may be risks associated with us becoming public through a “reverse merger.” Securities analysts of major brokerage firms and securities institutions may not provide coverage of us because there were no broker-dealers who sold our stock in a public offering that would be incentivized to follow or recommend the purchase of our common stock. The absence of such research coverage could limit investor interest in our common stock, resulting in decreased liquidity. No assurance can be given that established brokerage firms will, in the future, want to cover our securities or conduct any secondary offerings or other financings on our behalf.

Our common stock may never be listed on a major stock exchange.

While Manuka may seek the listing of our common stock on a national or other securities exchange at some time in the future, Manuka currently do not satisfy the initial listing standards and cannot ensure that Manuka will be able to satisfy such listing standards or that our common stock will be accepted for listing on any such exchange. Should Manuka fails to satisfy the initial listing standards of such exchanges, or our common stock is otherwise rejected for listing, the trading price of our common stock could suffer, the trading market for our common stock may be less liquid, and our common stock price may be subject to increased volatility.

Our stock price may be volatile.

The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:

	•	changes in our industry;
	•	our ability to obtain working capital financing;
	•	additions or departures of key personnel;
	•	limited “public float” in the hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for our common stock;
	•	sales of our common stock;
	•	our ability to execute our business plan;
	•	operating results that fall below expectations;
	•	loss of any strategic relationship;
	•	regulatory developments;
	•	economic and other external factors; and
	•	period-to-period fluctuations in our financial results.

In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

Our common stock is subject to price volatility unrelated to our operations.

The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of other companies in the same industry, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting the Company’s competitors or the Company itself. In addition, the OTCBB is subject to extreme price and volume fluctuations in general. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

The securities issued in connection with the Share Exchange are restricted securities and may not be transferred in the absence of registration or the availability of a resale exemption.

The shares of common stock being issued in connection with the Share Exchange are being issued in reliance on an exemption from the registration requirements under Section 4(a)(2) of the Securities Act. Consequently, these securities will be subject to restrictions on transfer under the Securities Act and may not be transferred in the absence of registration or the availability of a resale exemption. In particular, in the absence of registration, such securities cannot be resold to the public until certain requirements under Rule 144 promulgated under the Securities Act have been satisfied, including certain holding period requirements. As a result, a purchaser who receives any such securities issued in connection with the Share Exchange may be unable to sell such securities at the time or at the price or upon such other terms and conditions as the purchaser desires, and the terms of such sale may be less favorable to the purchaser than might be obtainable in the absence of such limitations and restrictions.

A decline in the price of our common stock could affect our ability to raise working capital and adversely impact our ability to continue operations.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. A decline in the price of our common stock could be especially detrimental to our liquidity and our operations. Such reductions may force us to reallocate funds from other planned uses and may have a significant negative effect on our business plan and operations, including our ability to develop new services and continue our current operations. If our common stock price declines, Manuka can offer no assurance that Manuka will be able to raise additional capital or generate funds from operations sufficient to meet its obligations. If Manuka is unable to raise sufficient capital in the future, Manuka may not be able to have the resources to continue our normal operations.

Sales of our currently issued and outstanding stock may become freely tradable pursuant to Rule 144 and may dilute the market for your shares and have a depressive effect on the price of the shares of our common stock.

A portion of the outstanding shares of Common Stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) (“Rule 144”). As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides in essence that a non-affiliate who has held restricted securities for a period of at least six months may sell their shares of common stock. Under Rule 144, affiliates who have held restricted securities for a period of at least six months may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of common stock or the average weekly trading volume during the four calendar weeks prior to the sale (the four calendar week rule does not apply to companies quoted on the OTCBB). A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of common stock, may have a depressive effect upon the price of our shares of common stock in any active market that may develop.

Manuka does not plan to declare or pay any dividends to its stockholders in the near future.

Manuka has not declared any dividends in the past, and it does not intend to distribute dividends in the near future. The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors and will depend upon, among other things, the results of operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend.

The requirements of being a public company may strain resources and distract management.

As a public company, Manuka is subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). These requirements are extensive. The Exchange Act requires that Manuka files annual, quarterly and current reports with respect to the business and financial condition. The Sarbanes-Oxley Act requires that Manuka maintains effective disclosure controls and procedures and internal controls over financial reporting.

Manuka may incur significant costs associated with its public company reporting requirements and costs associated with applicable corporate governance requirements. Manuka expects all of these applicable rules and regulations to significantly increase its legal and financial compliance costs and to make some activities more time consuming and costly. This may divert management’s attention from other business concerns, which could have a material adverse effect on its business, financial condition and results of operations. Manuka also expects that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and Manuka may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on its board of directors or as executive officers. Manuka is currently evaluating and monitoring developments with respect to these rules, and it cannot predict or estimate the amount of additional costs Manuka may incur or the timing of such costs.

Future changes in financial accounting standards or practices may cause adverse unexpected financial reporting fluctuations and affect reported results of operations.

A change in accounting standards or practices can have a significant effect on reported results and may even affect reporting of transactions completed before the change is effective. New accounting pronouncements and varying interpretations of accounting pronouncements have occurred and may occur in the future. Changes to existing rules or the questioning of current practices may adversely affect reported financial results or the way Manuka conducts business.

“Penny Stock” rules may make buying or selling our common stock difficult.

Trading in our common stock is subject to the “penny stock” rules. The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that any broker-dealer that recommends our common stock to persons other than prior customers and accredited investors, must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our common stock, which could severely limit the market price and liquidity of our common stock.

POST-SHARE EXCHANGE BENEFICIAL OWNERSHIP OF THE COMPANY’S COMMON STOCK

The following table provides information as of July 5, 2022, regarding beneficial ownership of 5% or more of our common stock by: (i) each person known to us who beneficially owns more than five percent of our common stock; (ii) each of our officers and directors.

The number of shares beneficially owned is determined under rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. The shares in the tables does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares.

Name and Address	Beneficial Ownership		Percent of Class⁽¹⁾
Stockholders of 5% or more
Chomsky Group⁽²⁾		16,819,232		15.00	%

Officers and Directors
Shimon Citron⁽³⁾		80,729,871		72.00	%

(1) Applicable percentage ownership is based on 112,125,439 shares of common stock outstanding including and assuming the full conversion of the Series A Preferred, the Series C Preferred and the Series D Preferred. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock that are currently exercisable or exercisable within 60 days of July 5, 2022 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

(2) Includes shared vote of 12,614,850 shares of common stock common (assuming full conversion of the Series D Preferred) beneficial held by Adler Chomsky Marketing Communication Ltd. and 4,204,412 shares of commons stock (assuming full conversion of the Series D Preferred) beneficial held by Eyal Chomsky Holdings Ltd. Address: 50 Menachem Begin St., Tel Aviv 6777682.

(3) Includes 32,291,948 shares of common stock (assuming full conversion of the Series D Preferred) beneficially owned by Mr. Citron’s wife, Mrs. Sigalit Citron and 48,437,923 shares of common stock (assuming full conversion of the Series D Preferred) beneficially owned by Mr. Shimon Citron (assuming full conversion of the Series D Preferred). Address: 19 Haim Bar-Lev St., Tel Aviv 5265368

MANAGEMENT

Name		Age		Position
Shimon Citron		67		Chief Executive Officer, Director

Shimon Citron, Chief Executive Officer and Director

Shimon Citron has served as our Chief Executive Officer and Director since our inception in 2020. Shimon Citron has over 25 years of experience in the online marketing field. During this period, Mr. Citron served as Chief Executive Officer of a publicly trading company on the Bulletin Board in the U.S. Prior to initiating Manuka Ltd., Mr. Citron has been, and still is, and shareholder of Maelys Cosmetics Ltd., a leading online brand of skin care products with sales in Israel and in the U.S.

Family Relationships

There are no family relationships among our directors or executive officers.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and officers, and persons who own more than 10% of our common stock, to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership of our common stock and our other equity securities. Officers, directors and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based solely on review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended December 31, 2021, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were filed on a timely basis.

Code of Ethics

We currently do not have a code of ethics in place, as we are in the process of revising our preexisting code of conduct and ethics subsequent to the consummation of the Share Exchange. Disclosure regarding the adoption of, any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to our directors, principal executive and financial officers will be included in a Current Report on Form 8-K within four business days following the date of any such amendment or waiver.

CORPORATE GOVERNANCE

Audit Committee. Currently, the Board of Directors recommends retaining or terminating the services of our independent accountants, reviews annual financial statements, considers matters relating to accounting policy and internal controls and reviews the scope of annual audits. We do not currently have any audit committee financial expert on our Board of Directors.

Compensation and Nominating Committees. The Board of Directors has not established any compensation or nominating committee primarily because the current composition and size of the Board of Directors.

Summary Compensation of Executive Officers

The following table sets forth all of the compensation awarded to, earned by or paid to each individual serving as Manuka’s principal executive officer during the last completed fiscal years ending December 31, 2021 and 2020 and as of July 5, 2022;

Summary Compensation of Executive Officers

(in thousands)

Name and Principal Position	Year		Salary		Bonus		Equity Awards		Option Awards		All Other Compensation			Total
Shimon Citron, CEO		2020-2021		--		--		--		--	$	48,808	⁽¹⁾	$	48,808
		2022	$	7,214		--		--		--	$	4,328		$	11,542	⁽²⁾

(1) Management Fee for the year 2021.

(2) Salary and all other benefits and compensation per month are paid in NIS.

Outstanding Equity Awards at Fiscal Year-End

The Company had no unexercised option and non-vested stock award held by any of the Company’s named executive officers as of December 31, 2021.

Compensation of Directors

The Company did not pay any fees to their respective directors for attendance at meetings of the board; however, the Company may adopt a policy of making such payments in the future. The Company may reimburse out-of-pocket expenses incurred by directors in attending board and committee meetings.

Related Party Transactions

During 2020 and 2021 and the period ended in March 2022, the founder of Manuka, Mr. Shimon Citron, a director and Chief Executive Officer of the Company, provided the Manuka with several loans at an aggregate amount of $255 thousand as of March 31, 2022. The loans bear no interest and are linked to the Israeli Consumer Prices Index. The repayment date has not been determined. We describe this more fully in Note 9 to Manuka’s audited financial statements for the years ended December 31, 2021 and December 31, 2020.

Director Independence

As our common stock is currently traded on the OTCQB, we are not subject to the rules of any national securities exchange which require that a majority of a listed Company’s directors and specified committees of the Board of Directors meet independence standards prescribed by such rules. Nonetheless, none of the directors currently serving on the Board of Directors is an independent director within the meaning of NASDAQ Rule 5605(a)(2).

DESCRIPTION OF SECURITIES

General

After the Closing of the Share Exchange, the Company’s authorized capital stock consists of 51,200,000 shares of capital stock, par value $0.01 per share, of which 51,000,000 shares are Common Stock, par value $0.01 per share and 200,000 shares are “blank check” preferred stock, par value $0.01 per share, of which 1,000 are designated as Series A Convertible Preferred Stock (of which 453 have been issued) (the “Series A Preferred”), 5,000 are designated as Series B Convertible Preferred Stock (of which none are issued and outstanding) (the “Series B Preferred”), 250 are designated as Series C Convertible Preferred Stock (250 of which have been issued) (the “Series C Preferred”), and 110,000 shares are designated as Series D Convertible Preferred Stock (the “Series D Preferred). Following the Share Exchange, the Company has 45,125,405 shares of Common Stock, 453 shares of Series A Preferred, 250 Series C Preferred, and 110,000 Series D Convertible Preferred issued and outstanding.

Description of Common Stock

Number of Authorized and Outstanding Shares. Pending the effectiveness of the Certificate of Amendment, our Certificate of Incorporation currently authorizes the issuance of 51,000,000 shares of Common Stock, par value $0.01 per share. As of the date hereof, there are 45,125,405 shares of our Common Stok issued and outstanding. All of the outstanding shares of Common Stock are fully paid and non-assessable.

Voting Rights. The holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of the stockholders and do not have any cumulative voting rights.

Dividends. Holders of our common stock are entitled to receive proportionally any dividends declared by our board of directors.

Liquidation. In the event of our liquidation or dissolution, holders of our Common Stock are entitled to share ratably in all assets remaining after payment of all debts and other liabilities.

Rights and Preferences. Holders of our Common Stock have no preemptive, subscription, redemption or conversion rights.

Preferred Stock

The Company’s Amended Certificate of Incorporation authorizes the issuance of 200,000 shares of “Blank Check” Preferred Stock, par value $0.01 per share, subject to any limitations prescribed by law, without further vote or action by the stockholders, to issue from time to time shares of preferred stock in one or more series. Each such series of Preferred Stock shall have such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges as shall be determined by the Company’s board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights. There are 1,000 shares of Series A Preferred Stock authorized and 453 of such shares outstanding held by 1 stockholder (convertible into 658,506 shares of common stock), 250 shares of Series C Preferred Stock authorized and 250 of such shares outstanding held by 1 stockholder (convertible into 250,000 shares of common stock), and 110,000 shares of Series D Convertible Preferred authorized and 110,000 of such shares outstanding and held by 4 shareholders (convertible into 66,000,000 shares of common stock).

Series A Preferred Stock

The Series A Certificate of Designation sets forth the rights, preferences and privileges of the Series A Preferred. As provided in the Company’s articles of incorporation. The following is a summary of the rights, privileges and preferences of the Series A Preferred:

Number of Shares. The number of shares of Preferred designated as Series A Preferred Stock will be 1,000, of which 453 are issued and outstanding.

Conversion. The Series A Preferred shall be convertible at the option of the holder, into Common Stock by dividing the Stated Value by the Conversion Price. Each share of the Series A Preferred Stock has a par value of $0.01 per share and convertible into 1,453.65 shares of common stock, with a conversion price subject to adjustments for stock dividends, splits, combinations and similar events as described in the form of Series A Certificate of Designation.

Dividends. The Series A Preferred is not entitled to receive any special dividend but shall be entitled to receive dividends as and when paid to the holders of Common Stock of the Company on an as-converted basis.

Voting Rights. Except as otherwise provided in the Series A Certificate of Designation or as otherwise required by law, the Series A Preferred shall have no voting rights. However, as long as any shares of Series A Preferred are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of Series A Preferred , (a) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend the Series A Certificate of Designation, (b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series A Preferred, (c) increase the number of authorized shares of Series A Preferred, or (d) enter into any agreement with respect to any of the foregoing.

Series C Preferred Stock

The Series C Certificate of Designation sets forth the rights, preferences and privileges of the Series C Preferred Stock. As provided in the Company’s articles of incorporation. The following is a summary of the rights, privileges and preferences of the Series C Preferred:

Number of Shares. The number of shares of Preferred Stock designated as Series C Preferred will be 250, of which 250 are issued and outstanding.

Conversion. The Series C Preferred will be convertible, at any time at the option of the holder thereof, except to the extent that such conversion will result in such holder beneficially owning more than 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the conversion, into shares of Common Stock determined by dividing the Stated Value of such share of Series C Preferred Stock by the Conversion Price automatically on the date of the Company’s implementation of the Approval (such date, the “Conversion Date”). Each share of the Series C Preferred Stock has a par value of $0.01 per share and convertible into 1,000 shares of common stock, with a conversion price subject to adjustments for stock dividends, splits, combinations and similar events as described in the form of Series C Certificate of Designations.

Dividends. The Series C Preferred is not entitled to receive any special dividend but shall be entitled to receive dividends as and when paid to the holders of Common Stock of the Company on an as-converted basis.

Voting Rights. Except as otherwise provided in the Series C Certificate of Designation or as otherwise required by law, the Series C Preferred shall have no voting rights. However, as long as any shares of Series C Preferred are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of Series C Preferred, (a) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend the Series C Certificate of Designation, (b) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a liquidation of the Company senior to, or otherwise pari passu with, the Series C Preferred, (c) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series C Preferred, (d) increase the number of authorized shares of Series B Preferred, or (e) enter into any agreement with respect to any of the foregoing.

Series D Preferred Stock

The Series D Certificate of Designation sets forth the rights, preferences and privileges of the Series D Convertible Preferred Stock. As provided in the Company’s articles of incorporation. The following is a summary of the rights, privileges and preferences of the Series D Convertible Preferred:

Number of Shares. The number of shares of Preferred Stock designated as Series D Convertible Preferred will be 110,000.

Automatic Conversion. Each share of Series D Convertible Preferred Stock shall convert into that number of shares of Common Stock determined by dividing the Stated Value of such share of Series D Convertible Preferred Stock by the Conversion Price automatically on the date of the Corporation’s implementation of Shareholder Approval (such date, the “Conversion Date”). To effect conversions of shares of Series D Convertible Preferred Stock, a holder shall not be required to surrender the certificate(s) representing the shares of Series D Convertible Preferred Stock to the Company. Shares of Series D Convertible Preferred Stock converted into Common Stock or redeemed in accordance with the terms hereof shall be cancelled and shall not be reissued. Each share of Series D Convertible Preferred Stock has a par value of $0.01 per share and convertible into 600 shares of common stock, with a conversion price subject to adjustments for stock dividends, splits, combinations and similar events as described in the form of Series D Convertible Preferred Stock Certificate of Designation.

Dividends. Holders shall be entitled to receive, and the Corporation shall pay, dividends as and when paid to the holders of Common Stock of the Corporation on an as-converted basis.

Voting Rights. On any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company, each holder of outstanding shares of Series D Convertible Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series D Convertible Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. As long as any shares of Series D Convertible Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series D Convertible Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series D Convertible Preferred Stock or alter or amend this Certificate of Designation, (b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders, (c) increase the number of authorized shares of Series D Convertible Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.

Transfer Agent. Shares of Common Stock are registered at the transfer agent and are transferable at such office by the registered holder (or duly authorized attorney) upon surrender of the Common Stock certificate, properly endorsed, or other evidence satisfactory to the transfer agent with respect to shares not represented by a certificate. No transfer shall be registered unless the Company is satisfied that such transfer will not result in a violation of any applicable federal or state securities laws. Our transfer agent is Pacific Stock Transfer. Their address is 6725 Via Austin Pkwy, Suite 300, Las Vegas, NV 89119. Their website is www.pacificstocktransfer.com.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law (which we refer to as the DGCL) provides, in general, that a corporation incorporated under the laws of the State of Delaware, as we are, may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than a derivative action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. In the case of a derivative action, a Delaware corporation may indemnify any such person against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification will be made in respect of any claim, issue or matter as to which such person will have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or any other court in which such action was brought determines such person is fairly and reasonably entitled to indemnity for such expenses.

Our certificate of incorporation and bylaws provide that we will indemnify our directors, officers, employees and agents to the extent and in the manner permitted by the provisions of the DGCL, as amended from time to time, subject to any permissible expansion or limitation of such indemnification, as may be set forth in any stockholders’ or directors’ resolution or by contract. In addition, our director and officer indemnification agreements with each of our directors and officers provide, among other things, for the indemnification to the fullest extent permitted or required by Delaware law, provided that no indemnitee will be entitled to indemnification in connection with any claim initiated by the indemnitee against us or our directors or officers unless we join or consent to the initiation of the claim, or the purchase and sale of securities by the indemnitee in violation of Section 16(b) of the Exchange Act.

Any repeal or modification of these provisions approved by our stockholders will be prospective only and will not adversely affect any limitation on the liability of any of our directors or officers existing as of the time of such repeal or modification.

We are also permitted to apply for insurance on behalf of any director, officer, employee or other agent for liability arising out of his actions, whether or not the DGCL would permit indemnification.

Anti-Takeover Effect of Delaware Law, Certain Charter and Bylaw Provisions

Our certificate of incorporation authorizes the issuance of up to 200,000 shares of preferred stock and our Board of Directors is empowered, without stockholder approval, to issue a new series of preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of common stock. Such authority, together with certain provisions of Delaware law and of our certificate of incorporation and bylaws, may have the effect of delaying, deterring or preventing a change in control of us, may discourage bids for the common stock at a premium over the market price and may adversely affect the market price, and the voting and other rights of the holders of the common stock.

Although we have no present intention to issue any additional shares of our preferred stock, we may do so in the future. The board of directors of a Delaware corporation may issue rights, options, warrants or other convertible securities, or rights entitling its holders to purchase, receive or acquire shares or fractions of shares of the corporation or assets or debts or other obligations of the corporation, upon such terms as are determined by the board of directors. Our Board of Directors is free, subject to their fiduciary duties to stockholders, to structure the issuance or exercise of the rights in a manner which may exclude significant stockholders from being entitled to receive such rights or to exercise such rights or in a way which may effectively prevent a takeover of the corporation by persons deemed hostile to management. Nothing contained in our certificate of incorporation will prohibit our Board of Directors from using these types of rights in this manner.

Our current executive officer of the Company holds approximately 72% of the voting power of our outstanding shares. This person has a controlling influence in determining the outcome of any corporate transaction or other matters submitted to our stockholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets, election of directors, and other significant corporate actions. As such, our executive officer has the power to prevent or cause a change in control; therefore, without their consent we could be prevented from entering into transactions that could be beneficial to us. The interests of our executive officer may give rise to a conflict of interest with the Company and the Company’s shareholders.

We are subject to the provisions of Section 203 of the GCL, an anti-takeover law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in the following prescribed manner:

	•	prior to the time of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
	•	upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; and
	•	on or subsequent to the time of the transaction, the business combination is approved by the board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.

Generally, for purposes of Section 203, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An “interested stockholder” is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, owned 15% or more of a corporation’s outstanding voting securities.

Item 2.02. Results of Operations and Financial Condition.

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 (“MD&A”) covers information pertaining to the Company for the three months ended March 31, 2022 and the year ended December 31, 2021 and should be read in conjunction with the unaudited interim consolidated condensed financial statements for the three months ended March 31, 2022 and related notes and with the consolidated audited financial statements and related notes of the Company as of and for the year ended December 31, 2021 and related notes thereto. Except as otherwise noted, the financial information contained in this MD&A and in the financial statements has been prepared in accordance with accounting principles generally accepted in the United States of America. All amounts are expressed in U.S. dollars unless otherwise noted. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors.

Overview

We are a beauty company that develops and distributes premium-quality skincare products, that are based on Mānuka honey and bee venom. Since our inception, Manuka’s business activities primarily consisted of developing and manufacturing skincare products based on Mānuka honey and bee venom from New Zealand, among other natural ingredients, marketed and sold solely on our website in Israel, www.bmanuka.co.il, and to be marketed and sold globally at www.bmanuka.com.

Components of Operating Results

Operating Expenses

Our current operating expenses consist of two components – sales and marketing and general and administrative expenses.

Sales and Marketing Expenses

Our Sales and Marketing Expenses consist primarily of Advertising expenses and public relations to promote the sales of the company's products. Our sales and marketing expenses totaled $67 thousand representing an increase of $29 thousand, or 73%, compared to $38 thousand for the year ended December 31, 2020. The increase was primarily attributable to an increase of $29 thousand in the company effort to touch the market target and in order to increase the exposure to the company's products among its customers. The following table discloses the breakdown of sales and marketing expenses:

Comparison of the Three Months Ended March 31, 2022 to the Three Months Ended March 31, 2021

Results of Operations

The following table presents our results of operations for the three months ended March 31, 2022 and 2021.

	For the Three Months Ended March 31,
	2022			2021
	(in thousands)
Sales and marketing expenses, net	$	109		$	10
General and administrative expenses		102			21
Operating loss		(198	)		(31	)
Financial expenses		(5	)		(2	)
Net loss	$	(203	)	$	(33	)
Loss attributable to holders of Ordinary Shares		(1.68	)		(0.33	)

Sales and Marketing Expenses, net

Our sales and marketing expenses for the three months ended March 31, 2022, amounted to $109 thousand representing an increase of $99 thousand, or 990%, compared to $10 thousand for the three months ended March 31, 2021. The increase was primarily attributable to an increase of $99 thousand in advertising expenses and public relations to promote the sales of the Company's products, reflecting an increase in the Company's efforts to increase its sales and for generating business for the company.

General and Administrative Expenses

Our general and administrative expenses totalled $102 thousand for the three months ended March 31, 2022, representing an increase of $81 thousand, compared to $21 thousand for the three months ended March 31, 2021. The increase was primarily attributable to an increase of $80 thousand in management fees for the founder and professional services and office lease, due to the increase in the Company's operations.

Operating Loss

As a result of the foregoing, our operating loss totalled $198 thousand for the three months ended March 31, 2022, representing an increase of $167 thousand, or 539%, compared to $31 thousand for the three months ended March 31, 2021.

Financial Expenses

We recognized financial expense of $5 thousand for the three months ended March 31, 2022, representing an increase of $3 thousand, or 150%, compared to $2 thousand for the three months ended March 31, 2021. The increase was primarily attributable to interest on loans from our controlling shareholder.

Net Loss

As a result of the foregoing, our net loss totalled $203 thousand for the three months ended March 31, 2022, representing an increase of $170 thousand, or 515%, compared to $33 thousand for the three months ended March 31, 2021.

Comparison of the Year Ended December 31, 2021 to the Year Ended December 31, 2020

Results of Operations

The following table presents our results of operations for the year ended December 31, 2021 and 2020.

	For the Year Ended December 31,
	2021			2020
	(in thousands)
Sales and marketing expenses, net	$	67		$	38
General and administrative expenses		230			23
Operating loss		(290	)		(61	)
Financial expenses		(39	)		(7	)
Net loss	$	(330	)	$	(68	)
Loss attributable to holders of Ordinary Shares		(3.28	)		(0.68	)

Sales and Marketing Expenses, net

Our sales and marketing expenses for the year ended December 31, 2021, amounted to 67 thousand representing an increase of 29 thousand or 76%, compared to 38 thousand for the year ended December 31, 2020. The increase was primarily attributable to an increase of $29 thousand in the Company’s efforts to reach the target market and in order to increase the exposure to the Company’s products among its customers.

General and Administrative Expenses

Our general and administrative expenses totalled $230 thousand for the year ended December 31, 2021, representing an increase of $207 thousand, compared to $23 thousand for the year ended December 31, 2020. The increase was primarily attributable to an increase of $166 thousand in expenses due to management fees to the founder and keeping office for the company’s emerging operations.

Operating Loss

As a result of the foregoing, our operating loss totalled $290 thousand for the year ended December 31, 2021, representing an increase of $229 thousand, or 375% compared to $61 thousand for the year ended December 31, 2020.

Financial Expenses

We recognized financial expense of $39 thousand for the year ended December 31, 2021, representing an increase of $32 thousand, or 457% compared to $7 thousand for the year ended December 31, 2020. The increase was primarily attributable to interest from the shareholder’s loan and to the difference in translation of the reports from Israeli Shekel to US Dollar.

Net Loss

As a result of the foregoing, our net loss totalled $330 thousand for the year ended December 31, 2021, representing an increase of $262 thousand, or 385%, compared to $68 for the year ended December 31, 2020.

Impact of COVID-19

The global spread of COVID-19 led many countries, including Israel, to impose stringent limitations on movement, gatherings, transit of passengers and goods and to close the borders between countries. The responses of governments have notably impacted many economies as well as capital markets worldwide.

Manuka was incorporated under the laws of the State of Israel on March 22, 2020. The company experienced no significant impact on its business since its inceptions and during its operations.

It is currently unclear the extent to which COVID-19 may impact our business and financial results going forward, as the impact will depend on future developments with the pandemic which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions by governments around the world to contain COVID-19 or treat its impact, among others.

Liquidity and Capital Resources

Overview

Since our inception through December 31, 2021, we have funded our operations principally with approximately $313 thousand from the issuance of Ordinary Shares. As of December 31, 2021, we had approximately $471 thousand in cash and cash equivalents.

The table below presents our cash flows for the periods indicated:

	For the Year Ended December 31,						For the Three Months Ended March 31,
(in thousands)	2021			2020			2022			2021

Net cash used in operating activities	$	(280	)	$	(58	)	$	(157	)	$	(49	)
Net cash used in investing activities	$	(27	)	$	(1	)	$	(10	)	$	-
Net cash provided by financing activities		775			62			13			46
Net increase (decrease) in cash and cash equivalents		468			3			(154	)		(3	)

Operating Activities

Net cash used in operating activities of $157 thousand during the three months ended March 31, 2022, compared to $49 thousand during the three months ended March 31, 2021, was primarily used for used for management fees, professional services, rent and other miscellaneous expenses. The remaining amount of approximately $12 thousand was used for sales and marketing expenses.

Net cash used in operating activities of $280 thousand during the year ended December 31, 2021, compared to $58 thousand during the year ended December 31, 2020 was primarily used for professional services, travel, rent and other miscellaneous expenses.

Net Cash used in investing activities

Net cash provided by investing activities was $10 thousand for the three months ended March 31, 2022, as compared $0 for the three months ended March 31, 2021. The increase was mainly attributable to capitalization of website development costs.

Net cash provided by investing activities was $27 thousand for the year ended December 31, 2021, as compared $1 thousand for the year ended December 31, 2020. The increase was mainly attributable to purchase of fixed assets.

Net Cash used in financing activities

Net cash provided by financing activities was $13 thousand for the three months ended March 31, 2022, as compared to $46 thousand for the three months ended March 31, 2021. The decrease was mainly attributable to Loan received from shareholders and from decrease in short term credit.

Net cash provided by financing activities was $775 thousand for the year ended December 31, 2021, as compared to $62 thousand for the year ended December 31, 2020. The increase was mainly attributable to equity raising.

Financing Arrangements

Since our inception we have funded our operations primarily through shareholders loans, by our Director and Chief Executive Officer, Mr. Citron, in an aggregate amount of $757 thousand. As of March 31, 2022 our financial arrangements with Mr. Citron includes several loans at an aggregate amount of $239 thousand. The loans bear no interest and are linked to the Israeli Consumer Prices Index (“CPI”). The repayment date has not been determined.

Seasonality

Seasonality does not materially affect our business or the results of our operations.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements.

Quantitative and Qualitative Disclosure About Market Risk

We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our current investment policy is to invest available cash in bank deposits with banks that have a credit rating of at least A-. Accordingly, a substantial majority of our cash and cash equivalents is held in deposits that bear interest. Given the current low rates of interest we receive, we will not be adversely affected if such rates are reduced. Our market risk exposure is primarily a result of foreign currency exchange rates, which is discussed in detail in the following paragraph.

Critical Accounting Policies and Estimates

We describe our significant accounting policies more fully in Note 2 to our financial statements for the year ended December 31, 2021. We believe that the accounting policy below is critical in order to fully understand and evaluate our financial condition and results of operations.

We prepare our financial statements in accordance with U.S. GAAP. At the time of the preparation of the financial statements, our management is required to use estimates, evaluations and assumptions which affect the application of the accounting policy and the amounts reported for assets, obligations, income and expenses. Our management believes that the estimates, judgment and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgment and assumptions can affect reported amounts and disclosures made. Actual results could differ from those estimates. Any estimates and assumptions are continually reviewed. The changes to the accounting estimates are credited during the period in which the change to the estimate is made.

We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the financial information included in this annual report:

Going Concern

We are required to conclude whether there are material uncertainties that give rise to significant doubt over the Company’s ability to continue as a going concern for at least twelve months from the date of the approval of the financial statements. Manuka is at its early stages, is thinly capitalized and has not yet generated cash from operations. Manuka raised funds from an outside investor, which is not sufficient to fund its operation for the period of twelve months from the date of approval of the financial statements, which raises substantial doubts as to the Company’s ability to continue as going concern. Manuka’s management plans to alleviate such doubts are mainly reliant on the support of its major shareholder by way of unequivocal support letter securing the necessary funds for the Manuka in the foreseeable future. Our conclusion that the Company has the ability to continue as a going concern involves estimation and uncertainty regarding the Company's future cash flows, the reliance on the shareholders support and his ability to support the Company.

Financial statement in U.S. dollars

Our reporting currency is the U.S. dollar, and our functional currency is the U.S. dollar. Unless otherwise expressly stated or the context otherwise requires, references in this prospectus to “NIS” are to New Israeli Shekels, and references to “dollars” or “$” mean U.S. dollars.

Transactions and balances denominated in foreign currencies have been re-measured to dollars in accordance with the provisions of ASC 830-10, “Foreign Currency Translation.”

All transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statement of operations as financial income or expenses, as appropriate.

Impact of Inflation and Currency Fluctuations

Our functional and reporting currency is the U.S. dollar. We incur some of our expenses in other currencies. As a result, we are exposed to the risk that the rate of inflation in countries in which we are active other than the United States will exceed the rate of devaluation of such countries’ currencies in relation to the dollar or that the timing of any such devaluation will lag behind inflation in such countries. To date, we have been affected by changes in the rate of inflation or the exchange rates of other countries’ currencies compared to the dollar, and we cannot assure you that we will not be adversely affected in the future.

The annual rate of inflation in Israel was 2.8% in 2021 and -0.7% in 2020. The NIS revaluated against the U.S. dollar by approximately -3.3% in 2021 and -7% in 2020.

Moreover, for the first few years after we are able to successfully commercialize one of our product s, we expect that the substantial majority of our revenues from the sale of our products in the United States, if any, will be denominated in U.S. dollars. Since a portion of our expenses is denominated in NIS and other non-U.S. currencies, we are exposed to risk associated with exchange rate fluctuations vis-à-vis the non-U.S. currencies. See “Risk Factors— Exchange rate fluctuations between the U.S. Dollar and the NIS may negatively affect our earnings and could adversely affect our results of operations.” If the NIS fluctuates significantly against the U.S. dollar it may have a negative impact on our results of operations. As of the date of this prospectus and for the periods under review, fluctuations in the currencies exchange rates have not materially affected our results of operations or financial condition.

We do not hedge our foreign currency exchange risk. In the future, we may enter into formal currency hedging transactions to decrease the risk of financial exposure from fluctuations in the exchange rates of our principal operating currencies. These measures, however, may not adequately protect us from the material adverse effects of such fluctuations.

Internal Control over Financial Reporting

In connection with the audits of our consolidated financial statements included in this prospectus, we and our independent registered public accounting firm identified one material weakness in our internal control over financial reporting. As defined in the standards established by the U.S. Public Company Accounting Oversight Board, a “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness identified relates to lack of sufficient competent financial reporting and accounting personnel with appropriate understanding of US GAAP to design and implement formal period-end financial reporting controls and procedures to address complex US GAAP technical accounting issues, and to prepare and review the consolidated financial statements and related disclosures in accordance with US GAAP and financial reporting requirements set forth by the SEC. The material weakness, if not timely remedied, may lead to material misstatements in our consolidated financial statements in the future.

To remediate the identified material weakness, we plan to continue to implement several measures, including, among others:

•

hiring additional accounting staff with adequate US GAAP and SEC reporting experience to address complex US GAAP technical accounting issues and to prepare and review the financial statements and related disclosures in accordance with US GAAP and SEC financial reporting requirements;

•

formulating a formal and regular training program for accounting personnel to equip them with sufficient knowledge and practical experience of preparing financial statements under US GAAP and SEC reporting requirements, including mandatory requirements for accounting staff to attend US GAAP course programs offered by third-party organization or accounting firm on a periodically basis; and

•

establishing clear roles and responsibilities for accounting and financial reporting staff to develop and implement formal comprehensive financial period-end closing policies and procedures to ensure all transactions are properly recorded and disclosed.

However, we cannot assure you that we will remediate our material weakness in a timely manner.

Item 3.02. Unregistered Sales of Equity Securities

Shares Issued in Connection with the Share Exchange Agreement

On June 30, 2022, pursuant to the terms of the First Amendment to the Share Exchange Agreement, all the Ordinary Shares of Manuka Ltd. were exchanged for an amount of 31,549,132 shares of common stock of Artemis and 110,000 shares of Series D Preferred stock (convertible into 66,000,000 shares of Artemis’ common stock) . This transaction was exempt from registration under Section 4(a)(2) of the Securities Act as not involving any public offering. None of the securities were sold through an underwriter and, accordingly, there were no underwriting discounts or commissions involved.

Following the Closing, (i) the Manuka Shares have been released to Artemis, and (ii) the Consideration Shares have been released to the Shareholders. As required pursuant to the Tax Ruling, prior to the Closing, the parties have engaged the 103K Trustee under a separate Trust Agreement, who shall hold in trust (a) all Manuka Shares for the benefit of Artemis, and (b) all Consideration Shares for the benefit of Shareholders, with the foregoing being respectively released to the designated beneficiary pursuant to the terms of the Trust Agreement and the Tax Ruling.

For financial accounting purposes, the Share Exchange between Manuka and Artemis was accounted for as a reverse recapitalization and, as a result of the Share Exchange, Artemis ceased to be a shell company. As the shareholders of Artemis received the largest ownership interest in Manuka, Artemis was determined to be the “accounting acquirer” in the reverse recapitalization. As a result, the historical financial statements of Manuka were replaced with the historical financial statements of Artemis. Following the Share Exchange, the Company and its subsidiary, Manuka, are collectively referred to as the “Company.”

Sales of Unregistered Securities of Manuka Ltd. and Artemis Therapeutics Inc.

On December 21, 2021, Manuka entered into SPA with the Chomsky Group, pursuant to which Manuka agreed to sell 15,656 of its Ordinary Shares to Adler for aggregate consideration of $375,024 and 5,208 Ordinary Shares to Eyal for aggregate consideration of $124,992. Following the consummation of the transactions contemplated by the SPA, Adler and Eyal’s equity holdings of Manuka represented 17.24% of the issued capital of Manuka, on a fully diluted basis. In addition, pursuant to the SPA, Manuka is entitled to sell an additional 4,166 Ordinary Shares to any third party to complement a total investment of $600,000, providing however that these additional shares shall be sold pursuant to the same terms as the allotted shares in the SPA. Pursuant to the SPA, in the event that Manuka issues to any entity shares, options or other securities converted into shares, at a price per share of less than $24 (the "Reduced Price"), Manuka shall make to Chomsky Group whole in a way of additional issuance of shares such that the Chomsky Group has effectively paid the Reduced Price. Such right shall expire once the Manuka has raised, an aggregate of, at least $1,000,000. In the event that the Manuka shall issue to any other party shares with senior rights to the rights of the shares issued to Chomsky Group ("Senior Rights"), then the shares issued to Chomsky Group shall be converted to the same Senior Rights, on the date the Company issues such Preferred Shares. Such right shall expire once Manuka has raised, an aggregate of, at least $1,000,000.

Item 5.01. Changes in Control of Registrant

The disclosures set forth in Item 2.01 are hereby incorporated by reference into this Item 5.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain

Officers, Compensatory Arrangements of Certain Officers

The disclosures set forth in Item 2.01 are hereby incorporated by reference into this Item 5.02.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

None.

Item 5.06. Change in Shell Company Status

Following the consummation of the Share Exchange described in Item 1.01 and Item 2.01 of this Current Report on Form 8-K, the Company believes that it is not a shell corporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act.

Item 9.01. Financial Statements and Exhibits

(a)

Financial Statements of Business Acquired.

The audited financial statements of Manuka for the years ended December 31, 2021 and December 31, 2020 and the unaudited financial statements of Manuka for the interim period as of March 31, 2022 are filed herewith as Exhibit 99.1, respectively, and are incorporated herein by reference.

(b)

Pro Forma Financials

The unaudited pro forma balance sheet and statement of operations of the Company and Manuka, and the notes thereto as of March 31, 2022 are filed herewith as Exhibit 99.2 and 99.3 hereto and are incorporated herein by reference.

(d)

Exhibits

3.1*		Articles of Incorporation of the Company, as amended (previously filed as exhibit 3.1 to our Form 10-SB filed with the SEC on June 10, 1998; Exhibits 3.1 and 3.2 to our Current Report on Form 8-K filed with the SEC on November 8, 2002; Exhibit 4 to our Current Report on Form 8-K filed with the SEC on July 22, 2003; and Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on September 24, 2010).
4.1**		Certificate of Designation of Series D Convertible Preferred Stock.
10.1*		Share Exchange Agreement by and between Artemis Therapeutics, Inc., Manuka Ltd., an Israeli company and the shareholders of Manuka Ltd., dated March 6, 2022 (previously filed as exhibit 10.1 to our Form 10-Q with the SEC on May 23, 2022).
10.2**^		First Amendment to the Share Exchange Agreement by and between Artemis Therapeutics, Inc., Manuka Ltd., an Israeli company and the shareholders of Manuka Ltd., dated June 30, 2022.
10.3**^		Supply Agreement between Manuka Ltd. and Waitemata Honey Co. Ltd., dated July 20, 2021.
10.4**^		English Translation of Agreement between Manuka Ltd. and Chic Cosmetic Industries 1987 Ltd., dated December 14, 2021.
10.5**		English Translation of Import License from the Israeli Ministry of Health, dated February 28, 2022.
10.6**		Form of Warrant Exchange Agreement.
10.7**		Form of Debt Forgiveness Agreement.
21.1**		List of Subsidiaries.
99.1**		Audited Financial Statements of Manuka Ltd. for the years ended December 31, 2021 and December 31, 2020.
99.2**		Unaudited Financial Statements of Manuka Ltd. as of March 31 ,2022.
99.3**		Unaudited Pro Forma Balance Sheet and Statement of Operations of Artemis Therapeutics, Inc. and Manuka Ltd. as of March 31, 2022
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

^		Certain identified information in the exhibit has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
*		Previously filed.
**		Filed herewith.

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: July 5, 2022
	By:	/s/ Shimon Citron
		Name: Shimon Citron
		Title: Chief Executive Officer

Exhibit 4.1

ARTEMIS THERAPEUTICS, INC.

CERTIFICATE OF DESIGNATION OF PREFERENCES,

RIGHTS AND LIMITATIONS

SERIES D CONVERTIBLE PREFERRED STOCK

PURSUANT TO SECTION 151 OF THE

DELAWARE GENERAL CORPORATION LAW

The undersigned, Chanan Morris, does hereby certify that:

1. He is the Chief Financial Officer of Artemis Therapeutics, Inc., a Delaware corporation (the “Corporation”).

2. The Corporation is authorized to issue 200,000 shares of preferred stock, 1,000 of which have been designated as Series A Convertible Preferred Stock, 453 of which have been issued, 5,000 of which have been designated as Series B Convertible Preferred Stock, which have been converted and retired, and 250 of which have been designated as Series C Convertible Preferred Stock, 250 of which have been issued.

3. The following resolutions were duly adopted by the board of directors of the Corporation (the “Board of Directors”):

WHEREAS, the certificate of incorporation of the Corporation provides for a class of its authorized stock known as preferred stock, consisting of 200,000 shares, $0.01 par value per share, issuable from time to time in one or more series;

WHEREAS, the Board of Directors is authorized to fix the dividend rights, dividend rate, voting rights, conversion rights, rights and terms of redemption and liquidation preferences of any wholly unissued series of preferred stock and the number of shares constituting any series and the designation thereof, of any of them; and

WHEREAS, it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to fix the rights, preferences, restrictions and other matters relating to a series of the preferred stock, which shall consist of up to 5,000 shares of the preferred stock which the Corporation has the authority to issue, as follows:

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for the issuance of a series of preferred stock for cash or exchange of other securities, rights or property and does hereby fix and determine the rights, preferences, restrictions and other matters relating to such series of preferred stock as follows:

TERMS OF PREFERRED STOCK

Section 1. Definitions. For the purposes hereof, the following terms shall have the following meanings:

“Alternate Consideration” shall have the meaning set forth in Section 7(e).

“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Common Stock” means the Corporation’s common stock, par value $0.01 per share, and stock of any other class of securities into which such securities may hereafter be reclassified or changed.

“Common Stock Equivalents” means any securities of the Corporation or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Conversion Date” shall have the meaning set forth in Section 6(a).

“Conversion Price” shall have the meaning set forth in Section 6(b).

“Conversion Shares” means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof.

“Fundamental Transaction” shall have the meaning set forth in Section 7(e).

“Holder” shall have the meaning given such term in Section 2.

“Junior Securities” means the Common Stock and all other Common Stock Equivalents of the Corporation other than those securities which are explicitly senior or pari passu to the Preferred Stock in dividend rights or liquidation preference.

“Liquidation” shall have the meaning set forth in Section 5.

“New York Courts” shall have the meaning set forth in Section 11(d).

“Original Issue Date” means the date of the first issuance of any shares of the Preferred Stock regardless of the number of transfers of any particular shares of Preferred Stock and regardless of the number of certificates which may be issued to evidence such Preferred Stock.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Preferred Stock” shall have the meaning set forth in Section 2.

“Share Delivery Date” shall have the meaning set forth in Section 6(c).

“Shareholder Approval” means such approval from the shareholders of the Corporation to increase the authorized share capital of the Corporation (or conduct a reverse stock split) such that the Corporation is able to, immediately thereafter, reserve for issuance all of the shares of Common Stock issuable upon conversion of the Preferred Stock in full.

“Stated Value” shall have the meaning set forth in Section 2, as the same may be increased pursuant to Section 3.

“Successor Entity” shall have the meaning set forth in Section 7(e).

“Trading Day” means a day on which the principal Trading Market is open for business.

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).

“Transfer Agent” means Pacific Stock Transfer Company, the current transfer agent of the Corporation with a mailing address of 6725 Via Austi Pkwy, Suite 300, Las Vegas, NV 89119 and a facsimile number of (702) 433-1979, and any successor transfer agent of the Corporation.

“Underlying Shares” means the shares of Common Stock issued and issuable upon conversion of the Preferred Stock.

Section 2. Designation, Amount and Par Value. The series of preferred stock shall be designated as its Series D Convertible Preferred Stock (the “Preferred Stock”) and the number of shares so designated shall be up to 110,000 (which shall not be subject to increase without the written consent of all of the holders of the Preferred Stock (each, a “Holder” and collectively, the “Holders”)). Each share of Preferred Stock shall have a par value of $0.01 per share and a stated value equal to $600, subject to increase set forth in Section 7 below (the “Stated Value”).

Section 3. Dividends. Holders shall be entitled to receive, and the Corporation shall pay, dividends as and when paid to the holders of Common Stock of the Corporation on an as-converted basis.

Section 4. Voting Rights. On any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of stockholders of the Corporation, each Holder of outstanding shares of Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter.. As long as any shares of Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend this Certificate of Designation, (b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the Holders, (c) increase the number of authorized shares of Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.

Section 5. Liquidation. Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “Liquidation”), the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to the Stated Value, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing thereon under this Certificate of Designation, for each share of Preferred Stock before any distribution or payment shall be made to the holders of any Junior Securities, and if the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Holders shall be ratably distributed among the Holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.

Section 6. Conversion.

a) Automatic Conversion. Each share of Preferred Stock shall convert into that number of shares of Common Stock determined by dividing the Stated Value of such share of Preferred Stock by the Conversion Price automatically on the date of the Corporation’s implementation of Shareholder Approval (such date, the “Conversion Date”). To effect conversions of shares of Preferred Stock, a Holder shall not be required to surrender the certificate(s) representing the shares of Preferred Stock to the Corporation. Shares of Preferred Stock converted into Common Stock or redeemed in accordance with the terms hereof shall be canceled and shall not be reissued.

b) Conversion Price. The conversion price for the Preferred Stock shall equal to $1.00, subject to adjustment herein (the “Conversion Price”).

c) Mechanics of Conversion.

i. Delivery of Conversion Shares Upon Conversion. Not later than three (3) Trading Days after the Conversion Date (the “Share Delivery Date”), the Corporation shall deliver, or cause to be delivered, to the Holder the number of Conversion Shares being acquired upon the conversion of the Preferred Stock.

ii. [RESERVED.]

iii. Obligation Absolute. The Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by such Holder or any other Person of any obligation to the Corporation or any violation or alleged violation of law by such Holder or any other person, and irrespective of any other circumstance which might otherwise limit such obligation of the Corporation to such Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Corporation of any such action that the Corporation may have against such Holder.

iv. Reservation of Shares Issuable Upon Conversion. Following the date that Shareholder Approval is obtained and deemed effective, the Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Preferred Stock, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall ) be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then outstanding shares of Preferred Stock and payment of dividends hereunder. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.

v. Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the Preferred Stock. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Corporation shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round up to the next whole share.

vi. Transfer Taxes and Expenses. The issuance of Conversion Shares on conversion of this Preferred Stock shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares, provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such Conversion Shares upon conversion in a name other than that of the Holders of such shares of Preferred Stock and the Corporation shall not be required to issue or deliver such Conversion Shares unless or until the Person or Persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid. The Corporation shall pay all Transfer Agent fees and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for electronic delivery of the Conversion Shares.

Section 7. Certain Adjustments.

a) Stock Dividends and Stock Splits. If the Corporation, at any time while this Preferred Stock is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any other Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon conversion of, or payment of a dividend on, this Preferred Stock), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Corporation, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Corporation) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 7(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

b) [RESERVED]

c) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 7(a) above, if at any time the Corporation grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder of will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of such Holder’s Preferred Stock (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

d) Pro Rata Distributions. During such time as this Preferred Stock is outstanding, if the Corporation declares or makes any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a "Distribution"), at any time after the issuance of this Preferred Stock, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Preferred Stock (without regard to any limitations on conversion hereof) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution.

e) Fundamental Transaction. If, at any time while this Preferred Stock is outstanding, (i) the Corporation, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Corporation with or into another Person, (ii) the Corporation, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Corporation or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Corporation, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Corporation, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent conversion of this Preferred Stock, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation in Section 6(d) on the conversion of this Preferred Stock), the number of shares of Common Stock of the successor or acquiring corporation or of the Corporation, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Preferred Stock is convertible immediately prior to such Fundamental Transaction (without regard to any limitation in Section 6(d) on the conversion of this Preferred Stock). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Corporation shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Preferred Stock following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Corporation or surviving entity in such Fundamental Transaction shall file a new Certificate of Designation with the same terms and conditions and issue to the Holders new preferred stock consistent with the foregoing provisions and evidencing the Holders’ right to convert such preferred stock into Alternate Consideration. The Corporation shall cause any successor entity in a Fundamental Transaction in which the Corporation is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Corporation under this Certificate of Designation in accordance with the provisions of this Section 7(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the holder of this Preferred Stock, deliver to the Holder in exchange for this Preferred Stock a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Preferred Stock which is convertible for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon conversion of this Preferred Stock (without regard to any limitations on the conversion of this Preferred Stock) prior to such Fundamental Transaction, and with a conversion price which applies the conversion price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such conversion price being for the purpose of protecting the economic value of this Preferred Stock immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Certificate of Designation referring to the “Corporation” shall refer instead to the Successor Entity), and may exercise every right and power of the Corporation and shall assume all of the obligations of the Corporation under this Certificate of Designation with the same effect as if such Successor Entity had been named as the Corporation herein.

f) Calculations. All calculations under this Section 7 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 7, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Corporation) issued and outstanding.

g) Notice to the Holders.

i. Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 7, the Corporation shall promptly deliver to each Holder by facsimile or email a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

Section 8. [RESERVED]

Section 9. [RESERVED]

Section 10. [RESERVED]

Section 11. Miscellaneous.

a) Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service, addressed to the Corporation, at the address set forth above Attention: Chief Financial Officer, or such other address as the Corporation may specify for such purposes by notice to the Holders delivered in accordance with this Section 11. Any and all notices or other communications or deliveries to be provided by the Corporation hereunder shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number or address of such Holder appearing on the books of the Corporation. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.

b) Absolute Obligation. Except as expressly provided herein, no provision of this Certificate of Designation shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay liquidated damages, accrued dividends and accrued interest, as applicable, on the shares of Preferred Stock at the time, place, and rate, and in the coin or currency, herein prescribed.

c) Lost or Mutilated Preferred Stock Certificate. If a Holder’s Preferred Stock certificate shall be mutilated, lost, stolen or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of Preferred Stock so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of the ownership hereof reasonably satisfactory to the Corporation.

d) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflict of laws thereof. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”) for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Certificate of Designation and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Certificate of Designation or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of this Certificate of Designation, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

e) Waiver. Any waiver by the Corporation or a Holder of a breach of any provision of this Certificate of Designation shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of Designation or a waiver by any other Holders. The failure of the Corporation or a Holder to insist upon strict adherence to any term of this Certificate of Designation on one or more occasions shall not be considered a waiver or deprive that party (or any other Holder) of the right thereafter to insist upon strict adherence to that term or any other term of this Certificate of Designation on any other occasion. Any waiver by the Corporation or a Holder must be in writing.

f) Severability. If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate of Designation shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law.

g) Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

h) Headings. The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation and shall not be deemed to limit or affect any of the provisions hereof.

i) Status of Converted or Redeemed Preferred Stock. If any shares of Preferred Stock shall be converted, redeemed or reacquired by the Corporation, such shares shall resume the status of authorized but unissued shares of preferred stock and shall no longer be designated as Series D Convertible Preferred Stock.

RESOLVED, FURTHER, that the Director, the President or any Vice-President, and the Secretary or any Assistant Secretary, and the Chief Financial Officer, of the Corporation be and they hereby are authorized and directed to prepare and file this Certificate of Designation of Preferences, Rights and Limitations in accordance with the foregoing resolution and the provisions of Delaware law.

[signature page follows]

IN WITNESS WHEREOF, the undersigned have executed this Certificate this ___ day of June 2022.


	Name: Chanan Morris Title: Chief Financial Officer

Exhibit 10.2

FIRST AMENDMENT TO SHARE EXCHANGE AGREEMENT

This First Amendment to the Share Exchange Agreement, dated as of June 30, 2022 (this “Amendment”), is by and among Artemis Therapeutics, Inc., a corporation organized under the laws of the State of Delaware, having an office for the transaction of business at 8 East 16th Street, Suite 307, New York, NY 10003 (“Purchaser”), MANUKA Ltd., a limited liability company organized under the laws of the State of Israel, having an office for the transaction of business at 19 Haim Barlev Street, Ramat Gan, 5265368, Israel (“MANUKA” or “Company”), and the shareholders of MANUKA listed on the signature page and Exhibit A attached hereto, constituting all of the security holders of MANUKA (collectively, the “Shareholders” and individually a “Shareholder”), each having an address set forth on Exhibit A hereto. Each of Purchaser, MANUKA and the Shareholders is sometimes referred to herein as a “Party” and collectively as the “Parties.”

WHEREAS, Purchaser, MANUKA and the Shareholders entered into a Share Exchange Agreement, dated as of February 17, 2022 (the “Original Agreement”); and

WHEREAS, the Parties desire to amend certain provisions of the Original Agreement.

NOW, THEREFORE, the parties hereto hereby agree as follows:

SECTION I
AMENDMENTS TO SHARE EXCHANGE AGREEMENT

1.1 Offered Shares. Section 2.1 of the Original Agreement is amended and restated as follows:

2.1 Transfer of Transferred Shares and issuance of Offered Shares. On the Closing Date, and subject to the Closing Conditions specified in Section 7 herein, each share of the Company’s share capital issued outstanding immediately prior to the Closing shall be surrendered and transferred in return of such number of Purchaser’s Common Stock, or the equivalent shares of the Purchaser’s newly designated Series D Convertible Preferred Stock convertible into shares of the Purchaser’s Common Stock, or any combination thereof, as set forth on Exhibit A (the “Offered Shares”), such that the Shareholders shall hold, immediately following the Closing eighty-nine percent (89%) of the Purchaser’s issued and outstanding share capital on a Fully Diluted basis at the Closing (the “Exchange Ratio”), which shall be issued to the respective Shareholders, pursuant to the consideration allocation certificate attached hereto as Schedule 2.1, on a pro rata basis. No additional consideration, other than as provided in this section, shall be delivered for the Transaction, by the Purchaser, or by any other person, whether directly or indirectly, in accordance with section 103 of the Ordinance.”

1.2 Registration Rights. Section 6.16 of the Original Agreement is amended and restated as follows:

“Registration Rights. Within 90 days from the Closing, Purchaser shall file a resale registration statement on Form S-1 (the “Registration Statement”) to register the shares owned by the shareholders listed on Exhibit B attached hereto, and shall use best efforts to have the Registration Statement declared effective within 90 days from the filing date. Purchaser shall maintain, and MANUKA shall cause Purchaser to maintain, effectiveness of the Registration Statement for a minimum period of one year from effectiveness. This Section shall be deemed as an obligation for the benefit of a third party (with respect to such shareholders entitled to the Registration Statement).”

1.3 Purchaser’s Shareholders Consent. Section 8.2(d) of the Original Agreement is hereby deleted in its entirety and replaced with the following: “Intentionally Omitted”.

1.4 Exhibit A. Exhibit A to the Original Agreement is hereby amended by deleting such exhibit and inserting in lieu thereof Exhibit A hereto.

SECTION II
MISCELLANEOUS

2.1 No Other Amendments. Except as expressly amended by this Amendment, the terms and provision of the Original Agreement shall continue in full force and effect. No reference to this Amendment need be made in any instrument or document making reference to the Original Agreement and any reference to the Original Agreement in any instrument or document shall be deemed a reference to the Original Agreement as amended hereby. The Original Agreement as amended hereby shall be binding upon the Parties and their respective assigns and successors.

2.2 General Provisions. The provisions of Section 11 (Miscellaneous) of the Original Agreement are incorporated herein mutatis mutandis.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed and delivered by their respective duly authorized officers, all as of the date first written above.

	ARTEMIS THERAPEUTICS, INC.

	By:
		Name:
		Title:

	MANUKA LTD.

	By:
		Name:
		Title:

	Shareholders


	SHIMON CITRON (please check one box) ___ U.S. Accredited Investor X Non U.S. Person as defined under Regulation S


	SIGAL CITRON
	(please check one box) ___ U.S. Accredited Investor X Non U.S. Person as defined under Regulation S


	ADLER CHOMSKI MARKETING COMMUNICATION LTD (please check one box) ___ U.S. Accredited Investor X Non U.S. Person as defined under Regulation S


	EYAL CHOMSKY HOLDINGS LTD
	(please check one box) ___ U.S. Accredited Investor X Non U.S. Person as defined under Regulation S


	HARMONY (H.A.) INVESTMENTS LTD
	(please check one box) ___ U.S. Accredited Investor X Non U.S. Person as defined under Regulation S

Exhibit A

[**]

Exhibit B

[**]

Exhibit 10.4

This is a translation into English of the official Hebrew version of the agreement between Manuka Ltd. and Chic Cosmetics Industries 1989 Ltd. In the event of a conflict between the English and Hebrew texts, the Hebrew text shall prevail.

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO MANUKA LTD. IF PUBLICLY DISCLOSED. OMISSIONS ARE DENOTED IN BRACKETS WITH ASTERISKS THROUGHOUT THIS EXHIBIT.

Agreement

Which was drawn up and signed on December 14, 2021

Between:

Manuka Ltd.

Private Company No. 516179181

Of 3 Eliezer Vardinon St.

Petach Tikva, Israel

(Hereinafter: “The Company”)

Of the first part

And between:

Chic Cosmetics Industries 1989 Ltd.

Private Company No. 511383648
Of 26-28 Hayarkon St.

Yavne, Israel

(Hereinafter: “The Manufacturer”)

Of the second part;

Whereas

the Company is engaged in the marketing and the sale of various products, including cosmetic products which contain ingredients of the Manuka Plant, and the Manufacturer is inter alia engaged in the production of various cosmetic products and in the development of formulas of various cosmetic products;

And whereas

the parties agree that the Manufacturer will provide services to the Company which will include the development of specific formulas of products according to characteristics that will be defined by the Company followed by a serial production of these products (hereinafter: “The Services”), and the parties request to arrange and to anchor in writing all the terms and the provisions that relate to the rendering of the services to the Company by the Manufacturer as well as the entirety of their contractual relations – as specified in this agreement below;

Therefore it was declared, conditioned and agreed between the parties as follows:

1.	The preamble to this agreement is an integral part thereof and one of its terms. The appendices to the agreement are an integral part of the agreement and one of its terms, even if they were attached to the agreement after it was signed.

The Manufacturer will provide the Company with services according to the work orders that the Company will issue to the Manufacturer from time to time. The services will inter alia include the following actions: (a) The development of the formulas of various products according to the specifications that the Company will give to the Manufacturer from time to time (hereinafter: “The Formulas”); and (b) Serial production of the products whose formulas have been prepared and are complete. With respect to the serial production of the products, the parties will agree about the terms regarding each order.

The Company declares and undertakes as follows: It has all the permits, the licenses and the certificates which are required by any competent governmental and/or municipal entity and according to the law for the fulfilment of its obligations according to this agreement; it will comply with the provisions of the law with respect to the fulfilment of its obligations according to this agreement; and it will act – by itself and on its account – towards the obtainment of every new certificate, permit or license, as far as they are required, and towards saving those that it has and are fully valid throughout the entire period of the agreement as mentioned above.

It is hereby clarified as follows: This agreement is an agreement between a customer and an independent contractor of services, and it is not a work contract; each party is the owner of an independent business; and there are and there will be between the parties no employee-employer relations, relations of authorization, relations of agency or relations of partnership, etc. for any purpose whatsoever.

The Manufacturer will only be allowed to make use of the formulas that it will develop for the Company for the benefit of the manufacture of the products for the Company, and the Manufacturer will not be allowed to transfer and/or to disclose the formulas to any party whatsoever, unless the Company approves it in advance and in writing.

6.	The Company will have the option to purchase the formulas from the Manufacturer according to the terms that are specified in Appendix A to this agreement (hereinafter: “The Warrant”).

The Company will act – through a third party – towards the submittal of all the documents that are required for the obtainment of a license and the registration of the products with the relevant authorities. The Company will bear the cost of the issue of the licenses with respect to each and every product. The Manufacturer will assist the Company in the process of the obtainment of the licenses, and it will provide it with information and with the relevant documents which will be at the Manufacturer’s disposal. It is clarified that the responsibility for the issue of the licenses applies to the Company.

8.	In exchange for the rendering of the services, the Company will pay to the Manufacturer the consideration which will be from time to time agreed upon between the parties according to the payment terms that will be agreed upon between the parties.

9.	This agreement will be valid for an indefinite period. Each party will be allowed to terminate the agreement through giving a written notice of at least 180 days to the other party. It is clarified that the cancellation of the agreement will not derogate from the validity of the warrant.

10.

In this agreement, the meaning of the term “The Rights of Individual Property” is the rights of the intellectual property and/or the copyright and/or the rights whose nature is similar to intellectual property and/or copyrights of any kind and type whatsoever with respect to the products, their composition, their formulas, their production method, their production portfolios and any knowhow that relates thereto, including commercial secrets, trademarks, copyrights and rights of any industrial or intellectual property whatsoever, including inventions, progresses, developments, improvements, ideas and applications which relate to the Company’s products and/or individual property including all the rights in the formulas and in any future development of the formulas as well as all the rights in the developments, in the alterations and in the modifications that will be carried out in the formulas as part of the execution of the services according to this agreement, whether they were completed or not.

11.

It is agreed that up to the date on which the Company will purchase from the Manufacturer the rights in the formulas that the Manufacturer will develop for the Company as stated in the warrant, the Manufacturer will not be obligated to give the formulas to the Company. If the Company exercised the option for the purchase of any of the formulas according to the provisions of the warrant, the Manufacturer will give to the Company the formulas with respect to which the option will be exercised by the Company, and the Company will be allowed to act as if it were their owner, including to indefinitely act towards their exercise and their commercialization around the world, and the Manufacturer will not assign to the Company and will waive any right regarding the rights of the intellectual property (as stated in the deed of transfer that is attached to the warrant as an appendix).

12.

It is hereby agreed that the Manufacturer will not be allowed to manufacture - for itself and/or for any other party whatsoever - the products that the parties will manufacture and/or develop as part of the fulfilment of the provisions of this agreement and/or to transfer the intellectual property to any party whatsoever and/or make any use of the intellectual property, excluding as stated in this agreement – even if the Company does not exercise the option for the purchase of any of the formulas. It is also agreed that the Manufacturer will not be allowed to make any change in the formulas and in the specifications of products that will be manufactured and/or planned by any of the parties as well as any change whose purpose is the manufacture of other products through those formulas and/or specifications.

13.

Each party undertakes to keep in full and absolute confidentiality, not to transfer to third parties (and to make sure that all its employees and/or people who act by virtue thereof and/or on its behalf and/or companies that are related thereto will act as mentioned above) and not to make any use of any knowhow, information and/or commercial, financial and/or professional secrets which are related to the activities of the other party. The parties will only be allowed to make use of the aforementioned information as far as it is required for the execution of this agreement. The aforesaid will not apply to information that is public knowledge or to information that was independently developed by the disclosing party or of which it became aware in a legal manner rather than while violating the duty of confidentiality.

14.	Each party undertakes to purchase insurance which will cover the liabilities that apply thereto with respect to the products.

15.

This agreement summarizes all the agreements of the parties with respect to the issues that are settled therein, and there will be no relevance to any negotiation, understanding, consent, undertaking or representation that were between the parties, as far as they were - whether explicitly or implicitly, whether in writing or orally – prior to the signing of this agreement with respect to those issues. No change, amendment and/or renunciation of the provisions of this agreement will be valid, unless they were carried out in a document that was signed by both parties.

16.	It is hereby agreed that the unique and exclusive judicial competence with respect to this agreement is only granted to the courts that are competent therefor in Tel-Aviv-Jaffa, and the parties explicitly reject the local competence of other courts in Israel.

17.

The notifications of the parties by virtue of this agreement will be carried out in writing and will be sent to the addresses of the parties which are specified in the preamble to the agreement or to any other address which was given by the other party to the sending party in writing, at least 24 hours before the notification was sent. Any notification that one party will send to the other via registered mail will be considered as if it was received by the other party 72 hours from the time on which the notification was sent; if it was delivered by hand – at the time of its delivery; and if it was sent via e-mail – on the date on which it was sent.

And in witness whereof the parties hereby sign:

( - )

Manuka Ltd.

Private Company No. 516791181

The Company

( - )

Chic Cosmetic Industries 1989 Ltd.

The Manufacturer

Appendix A

Warrant

Date: December 14, 2021

Messrs.

Manuka Ltd.

Dear Madam / Sir,

Re: Granting an option for the purchase of formulas of products

Chic Cosmetic Industries 1989 Ltd. (Private Company No. 511383648) (hereinafter: “The Manufacturer”) hereby grants to Manuka Ltd. (Private Company No. 516179181) (hereinafter: “The Company”) an option (hereinafter: “The Option”) for the purchase of the formulas (as defined below) according to the terms that are specified in this warrant below:

1.	In this warrant, the following terms will have the meaning that is stated next to them: “The Formulas” – the formulas of the following products:

Product name	Ministry of Health License No.
Face serum with bee venom	1/143243/20
Face serum with strengthened Vitamin C	1/151858/21
Day cream	1/151084/21
Nourishing night cream	1/149720/21
Facial cleansing gel	1/151083/21
Eye cream	1/151085/21

“The Consideration of the Exercise” – an amount of [**] plus V.A.T. for each of the formulas, linked to the consumer price index which is known on the date of the signing of this agreement to which this warrant is attached as an appendix.

2.	The Manufacturer grants the Company with the option to purchase the formulas and/or any thereof from the Manufacturer against the payment of the consideration of the exercise. The option will be valid for a period of 10 (ten) years which commences on the date on which this warrant is signed.

3.	The option will be exercisable with respect to all the formulas and/or with respect to each of them, and the Company will be allowed to exercise the option in installments with respect to each of the formulas.

The Company will exercise the option through sending a written notification to the Manufacturer, under which the Company will notify the Manufacturer about its intent to exercise the option and the formula and/or the formulas with respect to which it exercises the option (hereinafter: “The Notification of the Exercise”).

If the Company sent a notification of exercise and paid the consideration of the exercise to the Manufacturer, the Manufacturer will give to the Company the formulas with respect to which the notification of the exercise was sent, while they match the formulas that were submitted and were approved by the Israel Ministry of Health, and the provisions that are specified below will apply:

5.1

The formulas will be given to the Company as follows: A computerized file that will include the complete specification of the formulas and any information that is required for the manufacture of the products through them;

5.2

The Manufacturer will sign a deed of the transfer of the intellectual property rights according to the version that is attached to this warrant as Appendix 5 with respect to the formulas for which the notification of the exercise was sent;

5.3

It is clarified that the Company will pay to the Manufacturer the consideration of the exercise for the formulas which are the subject of the notification of the exercise plus V.A.T. against a legal tax invoice.

1.	Notifications under this warrant or with respect thereto will be carried out in writing and will be sent according to the provisions of the agreement to which this warrant is attached as an appendix.

This warrant summarizes all the consents of the parties with respect to the granting of the option to the Company. Any change, amendment and/or renunciation of the provisions of this warrant will only be valid if they were carried out in a document that was signed by both parties. The unique and exclusive judicial competence with respect to this warrant is only granted to the courts that are competent therefor in Tel-Aviv-Jaffa, and the parties explicitly reject the local competence of other courts in Israel.

And in witness whereof we hereby sign:

( - )

Chic Cosmetic Industries 1989 Ltd.

Confirmation

We hereby confirm our agreement and our commitments to all the terms that are specified in this warrant.

( - )

Manuka Ltd.

Private Company No. 516791181

Appendix 5

Deed of Transfer

Whereas

we, the undersigned, Chic Cosmetics Industries 1989 Ltd. (Private Company No. 511383648) (hereinafter: “The Transferor”) entered into an agreement (hereinafter: “The Agreement”) with Manuka Ltd. (Private Company No. 516179181) (hereinafter: “The Transferee”) under which it was inter alia agreed that we will provide services to the transferee which include the development of formulas (hereinafter: “The Formulas”) for the manufacture of various products (hereinafter: “The Products”);

And whereas

the parties agreed that the Transferor will transfer to the Transferee all the rights that the Transferor has in the intellectual property (as this term is defined below) (hereinafter: “The Intellectual Property”) with respect to the following product: [the name of the formula and the Ministry of Health License Number] (hereinafter: “The Product”) in a way that the intellectual property rights will be exclusively owned by the Transferee after the aforementioned execution of the transfer of rights;

Therefore the Transferor transfers to the Transferee, to its successors, to its legal representatives and to all its replacements or successors the rights that the Transferor has or may have in the intellectual property, as far as it has the aforementioned rights (hereinafter: “The Transferred Rights”) including all the rights, the authorities, the confidentialities and the immunities which arise therefrom or are granted thereby, and all the applications for the registration of the intellectual property for the transferred rights that were or that may be submitted in the future in any country and/or jurisdiction whatsoever, and all the requests of distribution, innovations and requests of continuance therefor, along with all the preemptions that the Transferor has or may have with respect to the transferred rights and any registration that will be granted for the transferred rights and/or for the aforementioned requests – in a way that the Transferee will hold all the intellectual property rights after the transfer of the transferred rights to the Transferee.

The Transferor hereby declares that it has the full right and the full authority to transfer the transferred rights and that it did not and will not enter into any agreement which contradicts this deed of transfer;

In this deed of transfer, the term “Intellectual Property” refers to the following: Intellectual property rights and/or copyrights and/or rights whose nature is similar to intellectual property and/or copyrights of any kind and type whatsoever as far as they refer and/or relate to the formula of the product (as well as the knowhow, the formulas, the production portfolios and the production processes that relate to that product), including rights in trademarks, computer programs, software programs, concepts, confidential information, certification marks, collective trademarks, copyrights, data, designs, derived creations, discoveries, domain names, file structures, goodwill, ideas, improvements, samples (whether registered or unregistered), information, innovations, inventions, knowhow, logo, methods, moral rights, patents, patent registration applications, patent rights, including and without derogating from the generality of the aforesaid, any requests for continuance, requests for distribution, re-productions, reexaminations or extensions, plans, processes, technology that includes intellectual right, reputation, research results, research records, service marks, source code, specifications, statistic models, systems, techniques, technology, commercial secrets, trademarks, tradenames, trade styles, contracts, technical information and any right that is equivalent to any of the aforesaid.

And in witness whereof the parties hereby sign:

( - )

Chic Cosmetic Industries 1989 Ltd.

The Transferor

Name: Chic Cosmetic Industries 1989 Ltd.

Date:

( - )

Manuka Ltd.

Private Company No. 516791181

The Transferee

Name: Manuka Ltd.

Dated:

Product name in
English

Supplier’s

country

Exhibit 10.6

ARTEMIS THERAPEUTICS, INC.

__________, 2022

Re: Warrant Exchange Agreement

Dear _____:

Reference is made to that certain Warrant issued by Artemis Therapeutics, Inc., a Delaware corporation (the “Company”), to ___________ (the “Holder”), dated as of October 23, 2017 (the “Warrants”), attached hereto as Exhibit A, pursuant to which the Company granted the Holder a right to acquire up to an aggregate of _______ shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company at a per share exercise price of $2.00 (subject to certain adjustments as provided in the Warrant). The Warrant was issued by the Company pursuant to that certain Securities Purchase Agreement dated October 23, 2017 by and among the Company and the Holder (the “Securities Purchase Agreement”). Capitalized terms not otherwise defined herein shall have the meanings given to them in the Securities Purchase Agreement and the Warrant.

This letter agreement (the “Agreement”) is intended to document the agreement and understanding with respect to the circumstances under which (i) the Holder shall surrender the Warrant for cancellation, and (ii) the Company shall issue the Holder restricted shares of Common Stock as set forth herein.

The Company and the Holder have agreed as follows:

Surrender of the Warrant. Within 2 days from the date of this Agreement, the Holder shall surrender the Warrant for cancellation by delivery of the original Warrant (or a lost warrant affidavit with customary indemnity) to the Company at its office or to the Company’s counsel, Sullivan & Worcester, LLP, 1633 Broadway, New York, NY 10019, Attention: Oded Har-Even, Esq. The Company and Holder further agrees that if the Warrant has been lost, mutilated or destroyed, an affidavit to such effect and indemnity reasonably acceptable to the Company, and the Warrant shall be deemed cancelled and of no further force or effect and shall thereafter represent only the right to receive the Shares even if the Holder fails to surrender the Warrant.

Issuance of Replacement Shares. In connection with the surrender of the Warrant by the Holder, as set forth herein, and in order to induce the Holder to surrender the Warrant, upon delivery of the items pursuant to Section 1 hereof, the Company shall issue the Holder an aggregate of _______ shares of Common Stock (the “Replacement Shares”).

Representations and Warranties of the Holder. The Holder shall be bound by and observe all the provisions and conditions of the Securities Purchase Agreement applicable to the Holder and hereby confirms the accuracy of the representations and warranties of the Holder set forth in Section 3.2 of the Securities Purchase Agreement in all material respects. In addition, the Holder represents and warrants that as of the date of this Agreement, the Holder has not sold the equity securities purchased with the Warrants pursuant to the Securities Purchase Agreement.

Representations and Warranties of the Company. The Company hereby confirms the accuracy of the representations and warranties of the Company set forth in Section 3.1 of the Securities Purchase Agreement in all material respects except as such representations and warranties may have been changed, supplemented or amended by disclosure in SEC Reports filed subsequent to October 23, 2017.

Governing Law and Jurisdiction. This Agreement and the rights and obligations of the parties hereunder shall be construed, enforced and interpreted according to the laws of the State of New York, without giving effect to its principles of conflict or choice of laws. Each party agrees that all legal proceedings concerning the interpretations and enforcement of this Agreement and the transaction contemplated hereunder shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the adjudication of any dispute hereunder or in connection herewith.

Miscellaneous. This Agreement represents the entire agreement between the parties with respect to the subject matter hereof and may not be modified or amended except by a written instrument duly executed by the parties. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and when a counterpart has been executed by each of the parties hereto, all of the counterparts, when taken together, shall constitute one and the same agreement. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

[signature page follows]

Please execute this Agreement in the space provided below in order to evidence your agreement with the terms hereof.

Sincerely,

ARTEMIS THERAPEUTICS, INC.

By:_____________________
Name:
Title:

Date: ________________

ACCEPTED AND AGREED:

HOLDER:

________________

By:_________________
Name:
Title:

Date: ________________

EXHIBIT A

Warrant

See attached.

Exhibit 10.7

DEBT FORGIVENESS AGREEMENT

THIS DEBT FORGIVENESS AGREEMENT (this “Agreement”) is made and entered into and effective as of this __th day of _____, 2022 by and between Artemis Therapeutics, Inc., a Delaware corporation (“Artemis”), and _____________ (the “Lender”).

WHEREAS, on the terms and subject to the conditions set forth in this Agreement, and as a condition to that certain Share Exchange Agreement by and between Artemis and MANUKA Ltd., a limited liability company organized under the laws of the State of Israel, dated on or about a date even herewith (the “Share Exchange Agreement”), the Lender agrees to waive, cancel and forgive certain indebtedness previously advanced by Lender to Artemis;

NOW, THEREFORE, in consideration of the foregoing premises, and the agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, the parties hereto hereby agree as follows:

Forgiven Debt. The Lender hereby waives, cancels and forgives payment by Artemis of aggregate of $__ of indebtedness previously advanced by the Lender to Artemis and currently owed (the “Forgiven Debt”) in consideration of, and conditioned upon the Lender’s receipt of an aggregate of ______ shares of Artemis’ common stock (the “Debt Forgiveness Shares”). It is acknowledged and agreed that the Forgiven Debt is being waived, cancelled and forgiven by the Lender in its entirety in consideration of the issuance of the Debt Forgiveness Shares.

Issuance of the Debt Forgiveness Shares. Artemis hereby agrees to issue to the Lender the Debt Forgiveness Shares in consideration of the waiver, cancellation and forgiveness of the Forgiven Debt, immediately upon the consummation of the Share Exchange Agreement, but in any event not later than two (2) business days thereafter. Upon the issuance of the Debt Forgiveness Shares, the Forgiven Debt shall be deemed to be paid in full, released and discharged, all without any further action being required of the Lender or Artemis.

3.	Representation of No Other Debt. The Lender represents and warrants that Artemis does not have any other debts, liabilities or obligations to pay any amounts to the Lender other than the Forgiven Debt, all of which shall be waived, cancelled and forgiven as set forth herein.

Effectiveness of Agreement. This Agreement shall only be effective upon the consummation of the transaction contemplated by the Share Exchange Agreement. If the transactions contemplated by the Share Exchange Agreement shall not be consummated, this Agreement and the provisions thereof (even though fully executed) shall be void and of no force and effect whatsoever.

5.	Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The parties may not assign this Agreement or any rights or obligations hereunder without the prior written consent.

6.	No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

7.	Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof.

Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. This Agreement may only be amended or modified in a signed by both parties hereto.

Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such “.pdf” signature page were an original thereof.

10.	Arm’s Length Transaction. The parties hereto have entered into this Agreement and the transactions contemplated hereby on an arms-length basis.

11.

Release. The Lender, singly, and for each present and former, direct and/or indirect, parents, subsidiaries, affiliates, attorneys, agents, representatives, employees, consultants, brokers, officers, directors, equity and/or debt holders, managers, members, successors, predecessors, heirs and assigns (collectively the “Lender Releasors”), hereby expressly and irrevocably release, waive and forever discharge and hold harmless each of the Company and each of its present and former, direct and/or indirect, parents, subsidiaries, affiliates, attorneys, agents, representatives, employees, consultants, brokers, officers, directors, equity and/or debt holders, managers, members, successors, predecessors, and assigns (collectively, the “Lender Released Parties”) regarding the Forgiven Debt from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, suspected or unsuspected, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty or equity, which any of the Lender Releasors ever had, now have, or hereafter can, shall, or may have against any of the Lender Released Parties from the beginning of time through and including the date hereof.

12.

Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when such counterparts have been signed by each party and delivered to the other parties; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile, signature.

[Signatures on following page.]

IN WITNESS WHEREOF, the parties hereto have caused this Debt Forgiveness Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

	ARTEMIS THERAPEUTICS, INC.

	By:
		Name:
		Title:

	[LENDER]
	By:
		Name:
		Title:

[Signature page to Debt Forgiveness Agreement]

Exhibit 21.1

LIST OF SUBSIDIARIES

Entity Name		Jurisdiction of Incorporation
Manuka Ltd.		Israel

Exhibit 99.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Manuka LTD.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Manuka LTD (the "Company") as of December 31, 2021, and 2020, and the related consolidated statements of comprehensive income, shareholders' equity, and cash flows, for the year ended December 31, 2021, and the Period from March 22, (inception) to December 31,2020 and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and 2020, and the results of its operations and its cash flows for the for the year ended December 31, 2021, and the Period from March 22, (inception) to December 31,2020, in conformity with the U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. 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 audit 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 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 audit, 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.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that were communicated or required to be communicated to the Board of Directors and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Going concern — Refer to Note 1 to the financial statements

Critical Audit Matter Description

Management has concluded that there are no material uncertainties that give rise to significant doubt over the Company’s ability to continue as a going concern for at least twelve months from the date of the approval of the financial statements.

The Company is at its early stages, is thinly capitalized and has not yet generated cash from operations. The Company raised funds from an outside investor, which is not sufficient to fund its operation for the period of twelve months from the date of approval of the financial statements. Management plans are mainly reliant on the support of its major shareholder by way of unequivocal support letter securing the necessary funds for the Company in the foreseeable future.

We determined the Company's ability to continue as a going concern is a critical audit matter due to the estimation and uncertainty regarding the Company's future cash flows, in particular the judgment over the reliance on the shareholders support and his ability to support the Company.

How the Critical Audit Matter Was Addressed in the Audit

We performed the following audit procedures:

We reviewed the Company's negative cash flows from operations

Enquiring management regarding the mitigating actions to reduce costs and manage cash flows and assessing whether the mitigating actions were within the Company’s control.

We noted that the Company’s plans are mainly relying on the support from its shareholder and we focused our procedures on corroborating his ability to support the Company.

•	We have asked for access to bank statements and other information to evaluate the ability to support the Company for the next twelve months.

•	Reading public information to try to corroborate the sources of the capitalization of the major shareholder.

We evaluated the Company’s disclosures and ongoing concern against the requirements of ASC 205-40 and PCAOB AS 2415.

/s/ Brightman Almagor Zohar & Co.

Brightman Almagor Zohar & Co.

Certified Public Accountants

A firm in the Deloitte Global Network

Tel Aviv, Israel

July 5, 2022

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS AS OF

Cash and cash equivalents

Total current assets

Property and equipment, net

Operating lease right-of-use assets

Intangible assets, net

Total long-term assets

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES:

Trade account payables

Short-term operating lease liabilities

Other account payables

Total current liabilities

NON-CURRENT LIABILITIES:

Long-term loan from a related party

Long-term operating lease liabilities

Total long-term liabilities

SHAREHOLDERS' EQUITY (DEFICIENCY):

Ordinary shares (“Ordinary Shares”) of NIS 0.01 par value – Authorized: 1,000,000 shares as of December 31, 2021 and 2020 respectively; Share capital - Ordinary Shares, NIS 0.01 par value: issued and outstanding-120,834 and 100,000 shares as of December 31, 2021 and 2020, respectively.

Capital reserve from transaction with related parties

Additional paid in capital

Total shareholders' deficiency

Total liabilities and shareholders' equity (deficiency)

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

STATEMENTS OF COMPREHENSIVE INCOME

Year ended

December 31

Period from March 22, (Inception) to December 31

General and administrative

Total operating expenses

Financial expenses, net

Net Loss and Total Comprehensive Loss

Basic and diluted net loss per share

Weighted average number of Ordinary Shares used in calculation of net loss per Ordinary Share:

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

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

AdditionalPaid In Capital

Balance as of March 22, 2020 (*)

Transactions with shareholders (Note 8)

Balance as of December 31, 2020

Issuance of Ordinary Shares

Transactions with shareholders (Note 8)

Balance as of December 31, 2021

(*) Date of inception

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

STATEMENTS OF CASH FLOWS

Year ended

December 31

Period from March 22, (inception) to December 31,

Cash flows from operating activities:

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

Increase in operating lease liabilities

Increase in other liabilities

Accrued interest from shareholder loans

Increase in accounts receivable and prepaid expenses

Increase in accounts payable and accrued expenses

Increase in inventory

Net cash used in operating activities

Cash flows used in investing activities:

Purchase of property and equipment

Net cash used in investing activities

Cash flows provided by financing activities:

Issuance of Ordinary Shares

Loan received from shareholders

Net cash provided by financing activities

Increase in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Non-cash activities:

Right-of-use asset recognized with corresponding lease liability

Intangible assets recognized with corresponding other liability

Purchase of property and equipment in credit

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

MANUKA LTD.

NOTES TO FINANCIAL STATEMENTS

U.S. dollars

NOTE 1 - DESCRIPTION OF BUSINESS AND GENERAL

Manuka Ltd. (the “Company") was incorporated under the laws of the State of Israel on March 22, 2020 and started its business activities close to the date of incorporation. Since its inception, Manuka’s business activities primarily consisted of developing and manufacturing skincare products based on Manuka honey and bee venom from New Zealand, among other natural ingredients, marketed and sold in Israel. Manuka’s website and mobile applications currently offer some cosmetic products.

The Company is at its early stages, is thinly capitalized and has not yet generated cash from operations. The Company raised funds from an outside investor, which is not sufficient to fund its operation for the period of twelve months from the date of approval of the financial statements, which raises substantial doubts as to the Company’s ability to continue as going concern. Management’s plans to alleviate such doubts are mainly reliant on the support of its major shareholder by way of an unequivocal support letter securing the necessary funds for the Company in the foreseeable future.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Accounting principles:

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

B. Use of estimates in the preparation of financial statements:

The preparation of financial statements in conformity with generally accepted accounting principles 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 date of the financial statements and reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates.

C. Functional currency:

The functional currency of the Company is the U.S dollar (“$” or “dollar”) since the dollar is the currency of the expected primary economic environment in which the Company is and would operate.

The dollar figures are determined as follows: transactions and balances originally denominated in dollars are presented at their original amounts. Balances in non-dollar currencies are translated into dollars using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-dollar transactions reflected in the statement of operations, the exchange rates at transaction dates are used. Depreciation and other changes deriving from non-monetary items are based on historical exchange rates.

The resulting translation gains or losses are recorded as financial income or expenses, as appropriate.

MANUKA LTD.

NOTES TO FINANCIAL STATEMENTS

U.S. dollars

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)

D. Cash and cash equivalents:

The Company considers all highly liquid investments, which include short-term bank deposits that are not restricted as to withdrawal or use and such deposits have a period to maturity which did not exceed three months at the time of investment, to be cash equivalents.

Inventories are recorded at the lower cost or net realizable value. Cost is determined on a weighted average basis.

The Company periodically evaluates the inventory quantities on hand relative to historical and projected sales volumes, current and historical selling prices, and contractual obligations to maintain certain levels of products. Based on these evaluations, inventory write-offs are provided to cover risks arising from slow-moving items, discontinued products, excess inventories, and market prices lower than cost and adjusted revenue forecasts.

F. Property and equipment:

These assets are stated at cost. Depreciation is computed using the straight-line method over the estimated useful life of each asset.

Annual rates of depreciation are as follows:

	%

Computers and electronic equipment	33
Capitalization of website development costs	20
Office furniture and equipment	7

G. Impairment of long-lived assets:

The Company's long-lived assets (assets group) to be held or used, including the right of use assets and intangible assets that are subject to amortization, are reviewed for impairment in accordance with Accounting Standards Codification (“ASC”) 360, "Property, Plant, and Equipment" whenever events or changes in circumstances indicate that the carrying amount of a group of assets may not be recoverable. The recoverability of a group of assets to be held and used is measured by a comparison of the carrying amount of the group to the future undiscounted cash flows expected to be generated by the group. If such a group of assets is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value. Fair value is determined through various valuation techniques including discounted cash flow models and third‑party independent appraisals, as considered necessary. During the years ended December 2021 and 2020, the Company did not record any impairment charges attributable to long-lived assets.

MANUKA LTD.

NOTES TO FINANCIAL STATEMENTS

U.S. dollars

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)

H. Basic and diluted net loss per share:

Basic loss per share is computed by dividing the net loss applicable to holders of Ordinary Shares by the weighted average number of shares of Ordinary Shares outstanding during the year per share is computed by dividing the net loss applicable to holders of Ordinary Shares by the weighted average number of Ordinary Shares outstanding plus the number of additional Ordinary Shares that would have been outstanding if all potentially dilutive Ordinary Shares had been issued, using the Treasury Shares Method, in accordance with ASC 260-10, "Earnings per Share".

Income taxes: The Company accounts for income taxes in accordance with ASC 740, "Income Taxes." This ASC prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. The Company establishes reserves for uncertain tax positions based on an evaluation of whether the tax position is “more likely than not” to be sustained upon examination. The Company records interest and penalties pertaining to its uncertain tax positions in the financial statements as income tax expenses. As the Company is in an early stage, a valuation allowance was provided on any deferred tax assets. The Company has not recorded any liability for uncertain tax positions for the years ended December 31, 2021, and 2020.

J. Revenue recognition:

The Company generates its revenues mainly from sales of skincare products. Revenues from the Company's contracts with customers are recognized using the five-step model in ASC 606, "Revenue from Contracts with Customers." At first, the Company determines if an agreement with a customer is considered to be a contract to the extent it has a commercial substance, it is approved in writing by both parties, all rights and obligations including payment terms are identifiable, and the agreement between the parties creates enforceable rights and obligations, and collectability in exchange for goods that will be transferred to the customer is considered as probable. The Company then assesses the transaction price for a contract in order to determine the consideration the Company expects to receive for satisfying the performance obligations called for in the contract, which generally includes only one performance obligation.

Revenues for performance obligations are recognized at the point in time when control is transferred to the customer (which is generally upon delivery) and include mainly revenues from the sales of the skincare products.

K. Concentration of credit risk:

The Company maintains an allowance based on a specific analysis of each customer account receivable’s aging, assessment of its related risk, and ability of the customer to make the required payment. In addition, in accordance with ASC 326, "Financial Instruments - Credit Losses,” an allowance is maintained for estimated forward-looking losses resulting from the possible inability of customers to make required payments (current expected losses). The amount of the allowance is determined principally on the basis of past collection experience and known financial factors regarding specific customers. Trade accounts receivables are written off against the allowance when it becomes evident that collection will not occur. Credit is extended to customers satisfying pre-defined credit criteria.

MANUKA LTD.

NOTES TO FINANCIAL STATEMENTS

U.S. dollars

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)

L. Commitments and contingencies:

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.

M. Fair value measurements:

ASC 820, "Fair Value Measurement and Disclosure," clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - Significant other observable inputs based on market data obtained from sources independent of the reporting entity.

Level 3 - Unobservable inputs which are supported by little or no market activity.

As of December 31, 2021 and 2020, the Company did not have any derivative instruments or other financial instruments, carried at fair value on a recurring or nonrecurring basis.

In accordance with ASC 842, “Leases,” the Company determines if an arrangement is a lease and the classification of that lease at inception based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefits from the use of the asset throughout the period, and (3) whether the Company has a right to direct the use of the asset.

Right-of-use (“ROU”) assets and lease liabilities are recognized at the commencement date based on the present value of remaining lease payments over the lease term. ROU assets are initially measured at amounts, which represent the discounted present value of the lease payments over the lease, plus any initial direct costs incurred. The lease liability is initially measured based on the discounted present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. The implicit rate within the operating leases is generally not reasonably determinable, therefore, the Company uses the Incremental Borrowing Rate (“IBR”) based on the information available at the commencement date in determining the present value of lease payments. The Company’s IBR is estimated to approximate the interest rate for collateralized borrowing with similar terms and payments and in economic environments where the leased asset is located.

Certain leases include options to extend or terminate the lease. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when it is reasonably certain that the Company will exercise that option. An option to terminate is considered unless it is reasonably certain that the Company will not exercise the option.

MANUKA LTD.

NOTES TO FINANCIAL STATEMENTS

U.S. dollars

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)

O. Impact of recently issued and adopted accounting standards:

In December 2019, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve the consistent application. This standard was effective for the Company beginning January 1, 2021, and was applied on a modified retrospective basis. This standard did not have a material impact on the Company's financial statements and disclosures.

P. New accounting pronouncements not yet effective:

In August 2020, the FASB issued ASU 2020-06, “Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40)-Accounting for Convertible Instruments and Contracts in an Entity's Own Equity” (“ASU 2020-06”). ASU 2020-06simplifies accounting for convertible instruments by removing major separation models required under the U.S. GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. ASU 2020-06removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. It also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for annual and interim periods beginning after December 15, 2021. The Company expects that this guidance will not have a significant impact on the Company’s consolidated financial statements and interim periods within those fiscal years.

In May 2021, the FASB issued ASU 2021-04, “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options.” The guidance is effective for the Company on January 1, 2022. The Company expects that this guidance, will not have a significant impact on the Company’s consolidated financial statements.

NOTE 3 - INVENTORIES

	December 31,
	2021		2020

Raw materials		31,098		-
Finished goods		42,874		-
		73,972		-

The Company did not record inventory write-offs during the years ended December 31, 2021, 2020.

MANUKA LTD.

NOTES TO FINANCIAL STATEMENTS

U.S. dollars

NOTE 4 - COMMITMENTS AND CONTINGENT LIABILITIES

The Company's skincare products are manufactured in Israel by a sole manufacturer, Waitemata Honey Co. Ltd. (the “Vendor” or “Waitemata Honey”) with Mānuka honey ingredients. The Company imports Mānuka honey from its supplier in New Zealand. Pursuant to the agreement with the New Zealand supplier in July 2021, on February 28, 2022, the Company was granted an import license from the Israeli Ministry of Health, the “MoH” and the “MoH License,” which allows it to import Mānuka honey from Waitemata Honey.

The skincare product formulas are the intellectual property of the Company, pursuant to an agreement signed by the Company and the Vendor on December 14, 2021 (the “Formula Agreement”).

Pursuant to the Formula Agreement, the Vendor was granted exclusivity as the manufacturer of the Company's cosmetic products. The Company is entitled at any time to replace the Vendor as the sole manufacturer. If the Company so decides it will have to pay the Vendor approximately US$ 6,000 (NIS 20,000), linked to the Israeli CPI, for each formula for which the manufacturer was replaced.

The Formula Agreement is for the manufacturing of six formulas of cosmetic materials production and the rights to purchase these formulas with a term of 10 years.

The Company accounted for the Formula Agreement as the acquisition of the IP associated with the development of the formulas in consideration of granting exclusivity rights. The Company recorded an intangible asset in the amount of US$ 36,000 (NIS 120,000), amortized over the term of the contract with a corresponding liability in the same amount for the exclusivity liability.

NOTE 5 - PROPERTY AND EQUIPMENT, NET

	December 31,
	2021			2020
Cost:

Computers and electronic equipment		5,752			1,166
Capitalization of website development costs		34,263			-
		40,015			1,166
Accumulated depreciation:
Computers and electronic equipment		(700	)		(93	)
Capitalization of website development costs		(2,815	)		-
		(3,515	)		(93	)

Depreciated cost		36,500			1,073

Depreciation expense for the years ended December 31, 2021 and 2020 were $3,422, and $93 respectively.

MANUKA LTD.

NOTES TO FINANCIAL STATEMENTS

U.S. dollars

NOTE 6 - INTANGIBLES, NET

The gross book value, accumulated amortization, and amortization periods of intangible assets are as follows:

	December 31, 2021
	Estimated Useful Life (in years)		Gross Book Value		Accumulated Amortization		Net Book Value		Weighted Average Remaining Useful Life (in years)

Acquisition of IP		10		32,154		-		32,154		10

On August 10, 2021, the Company entered into an operating lease agreement for its office. The Company signed a new agreement for its current office and manufacturing facilities lease, which originally was to end in 2022. The lease agreement is for one year starting in October 2021 with two options to extend the lease by an additional one year for each option until September 30, 2024. The Company is reasonably certain that it will exercise the two additional options starting in October 2022.

The components of operating lease costs were as follows:

	December 31,		Period from March 22, (inception) to December 31,
	2021		2020

Operating lease cost		5,511		-
Total lease costs		5,511		-

Supplemental balance sheet information related to operating leases is as follows:

	December 31,
	2021			2020

Operating lease ROU assets		55,402			-
Operating lease liabilities, current		19,118			-
Operating lease liabilities, long-term		38,369			-
Weighted average remaining lease term (in years)		2.75			-
Weighted average discount rate		7.85	%		-

MANUKA LTD.

NOTES TO FINANCIAL STATEMENTS

U.S. dollars

NOTE 7 - LEASES (cont.)

Future lease payments under operating leases as of December 31, 2021, are as follows:

	December 31,
	2021

2022		22,958
2023		23,537
2024		17,653
Total undiscounted lease payments		64,148
Less: imputed interest		(6,661	)
Present value of lease liabilities		57,487

NOTE 8 - SHAREHOLDERS' EQUITY

A. Shareholders Rights:

Ordinary Shares confer upon their holders the right to receive notice to participate and vote in general meetings of shareholders of the Company, the right to receive dividends, if declared, and the right to receive a distribution of any surplus of assets upon liquidation of the Company.

B. Issuance of Shares:

On December 20, 2021, the Company entered into a securities purchase agreement (the “SPA”) with certain investors pursuant to which the Company agreed to sell 20,864 Ordinary Shares to the investors for aggregate consideration of $500,016, representing 17.24% of the Company shares on a fully diluted basis.

In the event that the Company shall issue, to any entity, shares, options or other securities converted into shares, at a price per share of less than US$24.00 (the "Reduced Price"), the Company shall make the investor whole in a way of additional issuance of shares such that the investor has effectively paid the Reduced Price. Such right shall expire once the Company has raised an aggregate of at least US$1,000,000.

In the event that the Company shall issue to the Founder (as defined below) and/or any third party, shares having rights senior to the rights of the shares issued to the investor ("Preferred Shares"), then the shares issued to the investor shall be converted to the same Preferred Shares, on the date the Company issues such Preferred Shares. Such right shall expire once the Company has raised an aggregate of at least US$1,000,000.

MANUKA LTD.

NOTES TO FINANCIAL STATEMENTS

U.S. dollars

NOTE 9 - RELATED PARTY BALANCES AND TRANSACTIONS

During 2020 and 2021 the founder of the Company, Mr. Shimon Citron, a director and Chief Executive Officer of the Company (“Founder”), provided the Company with several loans at an aggregate amount of $239,000 as of December 31, 2021. The loans bear no interest and are linked to the Israeli Consumer Prices Index (“CPI”). The repayment date has not been determined.

The Company considered whether the loans the Company received from its Founder is beneficial and hence such benefit should be recorded in capital reserve from the transaction with a related party.

The cargo will not be released from the port without the authorization of the quarantine station	State of Israel	Ministry of Health
Do not use this certificate for advertising	State of Israel	Food Control Services

	The importer is responsible for the marking of the product according to any law.	The shipment arrives from overseas with marking in Hebrew
	The sampling must be carried out according to the sampling plan for the testing of heavy metals in the port.	The product must be sampled in the port to check if there are residues of pesticides.
	A veterinary certificate must be submitted in the port according to the regulations of the protection of Public Health (Food) (Sampling of Shipments of Sensitive Food for Laboratory Tests in the Quarantine Station), 2020.	The marking of the label was not checked.
	The following must be sampled for the tests:
	Contents of fructose and glucose (the sum of both)	Israel Ministry of Health
	Contents of sucrose	National Food Service
	Contents of water	( - )
	Free acidity	Oxana Dolgi
Additional remarks:	Activity of diastase	Senior Coordinator
	Contents of HMF	Food Engineering (Import)
	The following must be sampled for the testing of heavy metals – lead The marking of the product must meet the requirements of Israeli Standard 373. No additional and special marking must be recorded for cleansed honey.

5 documents which are an integral part of this certificate are attached.

The name of the certificate provider and his position:		Signature and stamp
Dolgi Oxana – Senior Coordinator – Food Engineering (Import)

Terms for the certificate:

1. This certificate is intended for the import of sensitive food as defined in the law * (The Law of the Protection of Public Health – Food, 2015) and it provides a condition for receiving a certificate of release according to Section 86 to the Law.

2. This certificate of veterinary import will be accompanied by a “Health Certificate that is Uniform for Israel”, as specified in Appendix 2 to the Procedure of the Issue of a Veterinary Certificate 05-010.

	Page

Balance Sheets	1

Statements of Comprehensive Income	2

Statements of Changes in Shareholders' Equity	3

Statements of Cash Flows	4

Notes to Financial Statements	5-14

		December 31
	Note	2 0 2 1			2 0 2 0
		$			$
ASSETS

CURRENT ASSETS
Cash and cash equivalents			471,074			3,054
Trade receivables			171			-
Other receivables			19,477			4,275
Inventory	3		73,972			-
Total current assets			564,694			7,329

NON-CURRENT ASSETS:
Property and equipment, net	5		36,500			1,073
Operating lease right-of-use assets	7		55,402			-
Intangible assets, net	6		32,154			-
Total long-term assets			124,056			1,073

TOTAL ASSETS			688,750			8,402

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES:
Short-term credit			96,608			-
Trade account payables			42,040			9,098
Short-term operating lease liabilities	7		19,118			-
Other account payables			101,875			2,369
Total current liabilities			259,641			11,467

NON-CURRENT LIABILITIES:
Long-term loan from a related party	9		238,957			62,272
Long-term operating lease liabilities	7		38,369			-
Other liabilities	6		32,268			-
Total long-term liabilities			309,594			62,272

Total liabilities			569,235			73,739

SHAREHOLDERS' EQUITY (DEFICIENCY):
Ordinary shares (“Ordinary Shares”) of NIS 0.01 par value – Authorized: 1,000,000 shares as of December 31, 2021 and 2020 respectively; Share capital - Ordinary Shares, NIS 0.01 par value: issued and outstanding-120,834 and 100,000 shares as of December 31, 2021 and 2020, respectively.	8		345			278
Capital reserve from transaction with related parties			14,806			2,065
Additional paid in capital			501,831			-
Accumulated deficit			(397,467	)		(67,680	)
Total shareholders' deficiency			119,515			(65,337	)

Total liabilities and shareholders' equity (deficiency)			688,750			8,402

	Year ended December 31			Period from March 22, (Inception) to December 31
	2 0 2 1			2 0 2 0
	$			$

Revenues		7,057			-
Costs of revenues		793			-

Gross profit		6,264			-

Operating expenses
Sales and marketing		66,648			38,392
General and administrative		229,947			22,579

Total operating expenses		296,595			60,971

Operating loss		(290,331	)		(60,971	)

Financial expenses, net		(39,456	)		(6,709	)

Net Loss and Total Comprehensive Loss		(329,787	)		(67,680	)

Loss per share:
Basic and diluted net loss per share		(3.28	)		(0.68	)

Weighted average number of Ordinary Shares used in calculation of net loss per Ordinary Share:		100,471			100,000

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)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01		ATMS		OTCQB

Name:	John Martin		Name:		MANUKA LTD.
Title:	Director		Title:		VAT 516179181


Waitemata Honey Co Ltd
By:
Name:	Neil Stuckey
Title:	Director

Product name	Product name in English	Tradename	Product designation	Contents / weight
Honey	Honey	Manuka Honey	Marketing	Varies

	Ordinary Shares				Capital Reserve		AdditionalPaid In Capital		Accumulated Deficit			Total
	Number		$		$		$		$			$

Balance as of March 22, 2020 (*)		100,000		278				-		-			278

Transactions with shareholders (Note 8)		-		-		2,065				-			2,065

Net Loss		-		-				-		(67,680	)		(67,680	)
Balance as of December 31, 2020		100,000		278		2,065		-		(67,680	)		(65,337	)

Issuance of Ordinary Shares		20,834		67				501,831		-			501,898

Transactions with shareholders (Note 8)		-		-		12,741				-			12,741

Net Loss		-		-				-		(329,787	)		(329,787	)
Balance as of December 31, 2021		120,834		345		14,806		501,831		(397,467	)		119,515

	Page

Balance Sheets	1

Statements of Operations	2

Statements of Changes in Shareholders' Equity	3

Statements of Cash Flows	4

Notes to Financial Statements	5-8

		March 31			December 31
	Note	2 0 2 2			2 0 2 1
		$			$
		Unaudited

ASSETS

CURRENT ASSETS
Cash and cash equivalents			316,819			471,074
Trade receivables			9,755			171
Other receivables			33,038			19,477
Inventory	3		74,272			73,972
Total current assets			433,884			564,694

NON-CURRENT ASSETS:
Property and equipment, net			44,297			36,500
Operating lease right-of-use assets	4		50,976			55,402
Intangible assets, net			37,621			32,154
Total long-term assets			132,894			124,056

TOTAL ASSETS			566,778			688,750

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES:
Short-term credit			93,925			96,608
Trade account payables			119,769			42,040
Short-term operating lease liabilities	4		19,281			19,118
Other account payables			87,546			101,875
Total current liabilities			320,521			259,641

NON-CURRENT LIABILITIES:
Long-term loan from a related party	6		254,716			238,957
Long-term operating lease liabilities	4		32,514			38,369
Other liabilities			38,339			32,268
Total long-term liabilities			325,569			309,594

Total liabilities			646,090			569,235

SHAREHOLDERS' EQUITY (DEFICIENCY):
Ordinary shares (“Ordinary Shares”) of NIS 0.01 par value – Authorized: 1,000,000 shares at March 31, 2022 and December 31, 2021; Share capital - Ordinary Shares, NIS 0.01 par value, issued and paid-120,834 shares as of March 31, 2022 and December 31, 2021	5		345			345
Capital reserve from transaction with related parties			19,264			14,806
Additional paid in capital			501,831			501,831
Accumulated deficit			(600,752	)		(397,467	)
Total shareholders' deficiency			(79,312	)		119,515

Total liabilities and shareholders' equity (deficiency)			566,778			688,750

	Three Months ended March 31
	2 0 2 2			2 0 2 1
	$			$
	Unaudited

Revenues		16,377			-
Costs of revenues		3,940			-
					-
Gross profit		12,437			-

Operating expenses
Sales and marketing		109,202			10,050
General and administrative		101,814			20,801

Total operating expenses		211,016			30,851

Operating loss		(198,579	)		(30,851	)

Financial expenses, net		(4,706	)		(1,942	)

Net Loss and Total Comprehensive Loss		(203,285	)		(32,793	)

Loss per share:
Basic and diluted net loss per share		(1.68	)		(0.33	)
Weighted average number of Ordinary Shares used in calculation of net loss per common share:
		120,834			100,000

	Common Shares				Capital reserve from transaction with related parties		Additional Paid in Capital		Accumulated deficiency			Total
	Number		$		Capital reserve from transaction with related parties		$		$			$
Balance as of December 31, 2020		100,000		278		2,065		-		(67,680	)		(65,337	)

Transactions with shareholders (Note 6)						1,728							1,728

Net Loss										(32,793	)		(32,793	)
Balance as of March 31, 2021
		100,000		278		3,793		-		(100,473	)		(96,402	)
Balance as of December 31, 2021		120,834		345		14,806		501,831		(397,467	)		119,515

Transactions with shareholders (Note 6)		-		-		4,458				-			4,458

Net Loss		-		-				-		(203,285	)		(203,285	)

Balance as of March 31, 2022		120,834		345		19,264		501,831		(600,752	)		(79,312	)

	March 31,		December 31,
	2022		2021
	Unaudited

Raw materials		24,959		31,098
Finished goods		49,313		42,874
		74,272		73,972

	Three Months ended March 31,
	2022		2021

Operating lease cost		5,495		-
Total lease costs		5,495		-

	MANUKA LTD			ARTEMIS THERAPEUTICS, INC			Transaction Accounting Adjustments			Note	Pro Forma Combined Balance Sheet
ASSETS

CURRENT ASSETS
Cash and cash equivalents		316,819			2,000			-				318,819
Trade receivables		9,755			-			-				9,755
Other receivables		33,038			5,000			-				38,038
Inventory		74,272			-			-				74,272
Total current assets		433,884			7,000			-				440,884

NON-CURRENT ASSETS:
Property and equipment, net		44,297			-			-				44,297
Operating lease right-of-use assets		50,976			-			-				50,976
Intangible assets, net		37,621			-			-				37,621
Total long-term assets		132,894			-			-				132,894

TOTAL ASSETS		566,778			7,000			-				573,778
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
Short-term credit		93,925			30,000			(30,000	)	A		93,925
Trade account payables		119,769			-			-				119,769
Related Parties		-			166,000			(166,000	)	A		-
Short-term operating lease liabilities		19,281			-			-				19,281
Other account payables		87,546			333,000			(118,000	)	A		152,546
								(150,000	)	F
Total current liabilities		320,521			529,000			(464,000	)			385,521
NON-CURRENT LIABILITIES:
Long-term Loan from a related party		254,716			-			-				254,716
Long-term operating lease liabilities		32,514			-			-				32,514
Other liabilities		38,339			-			-				38,339
Total long-term liabilities		325,569			-			-				325,569

Total liabilities		646,090			529,000			(464,000	)			711,090
SHAREHOLDERS' EQUITY (DEFICIENCY):
Ordinary shares and Additional Paid in Capital		502,176			1,993,000							162,413
								(1,993,000	)	G
								(339,764	)	H
								(179,604	)	J
Issuance of shares:								88,099		A
								68,084		B
								23,421		C
								65,169		D		65,169
Preferred shares		-			-			339,764		H		339,763
Capital reserve from transaction with related parties		19,264			-							19,264
Accumulated deficit:								(58,000	)	I
								(150,000	)	F
								225,901		A
								(68,084	)	B
								(23,421	)	C
								(65,169	)	D
								15,604		K
		(600,752	)		(2,515,000	)		2,515,000		L		(723,978	)
Total shareholders' deficiency		(79,312	)		(522,000	)		464,000				(137,312	)

Total liabilities and shareholders' equity (deficiency)		566,778			7,000			-				573,778

Name of Shareholder	Common Stock		Preferred Shares Series A		Preferred Shares Series C		Preferred Shares Series D		Settlement of debt (Note A)		Warrants converted to shares (Note B)		Share based compensation to executives (Note C)		Share-based to service provider (Note D)
	Number of shares								USD(*)
Outstanding shares as of June 5, 2022		5,153,461		453		250

Issuance of shares upon closing:
Tonak Ltd.		1,573,582								45,729
Israel Alfassi		25,000												727
Cutter Mill Capital LLC		894,169								25,985
Globis Capital Partnership		976,167										28,368
Globis International Investments		546,654										15,886
Globis Overseas Fund		429,514										12,482
Brian M. Culley		195,233										5,674

Amiad Solomon		195,233										5,674
Harmony (H.A.) Investments Ltd.		2,711,069								13,617						65,169
Chanan Morris		780,934												22,694
Hadasit		95,256								2,768

Manuka Ltd		31,549,132						110,000
Total		45,125,405		453		250		110,000		88,099		68,084		23,421		65,169

	B)	As part of the merger agreement, warrants outstanding were converted to 2,342,801 shares. Based on the provision of ASU 2021-04 the amount $68,084 was recognized as dividend. It was assumed that warrants outstanding prior to the merger had fair value of nil.
	C)	As part of the merger agreement, warrants granted to employees that were outstanding prior to the merger were converted to 805,934 shares. Based on the provision of ASC 718 the amount $23,421 was recognized as share-based compensation. It was assumed that warrants outstanding prior to the merger had fair value of nil.

	D)	Includes the fair value of 2,242,509 shares granted to Harmony (H.A.) Investments Ltd as share-based payment to service provider. Amount of $65,169 was recognized as expenses.
	E)	As part of the merger agreement, it was agreed that shares of common stock of Artemis in the amount of 31,549,132 and Series D Preferred stock in the amount of 110,000 will be issued to Manuka’s shareholders in exchange for their shares of Manuka. Such preferred shares are convertible into 66,000,000 shares of common stock of Artemis. The total shares be given to Manuka is representing 87% of the issued and outstanding shares of Artemis post-merger.

	F)	Represents amount of $150,000 of liabilities that current shareholder of Artemis has committed to repay in lieu of Artemis.

	G)	Represents the cancellation of the shares and APIC of Artemis at the same amount.

	H)	As explained in E above, Manuka’s shareholder were issued ordinary and preferred shares. The amount of $339,764 represents the amount of attributed to the preferred shares issued to Manuka’s shareholder. As explained above the shareholders equity of Manuka, as the accounting acquirer, has been recapitalized to reflect the new structure that includes both preferred and shares of common stock. Allocation was done pro-ratably taking the into account that the preferred shares are convertible to 66,000,000 shares of common stock.

	I)	Represents the elimination of the shareholders deficiency of Artemis. As the amount is negative it has been shown as decrease in accumulated deficit.

	J)	Represents the elimination of shares issued, as explained in Notes A,B and C, prior to consummation to shareholders of Artemis as part of the elimination of the shareholders equity of Artemis due to it considered accounting acquiree.

	K)	Represents the elimination of all adjustments to accumulated deficit of Artemis, as part of the elimination of the shareholders equity of Artemis due to it considered accounting acquiree. This excludes the adjustment discussed in Note D above which is considered an expense of the accounting acquirer.

	L)	Represents the elimination of the accumulated deficit of Artemis.