UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of report (Date of earliest event reported): September 8, 2022
 
Artemis Therapeutics, Inc.
(Exact Name of Registrant as Specified in Charter)
 
Delaware
 
000-24431
 
84-1417774
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
3 Eliezer Vardinon St., Petach Tikva, Israel
 
4959507
(Address of Principal Executive Offices)
 
(Zip Code)
 
(646) 233-1454
(Registrant’s telephone number,
including area code)
 
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K 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:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
 Common Stock, par value $0.01 per share
ATMS
OTC Pink Open Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
 
 
 
 Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On September 8, 2022, Artemis Therapeutics, Inc., or the Company, filed a Certificate of Amendment to the Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware, or the Certificate of Amendment, pursuant to which the Company increased the number of authorized shares of common stock from 51,000,000 to 150,000,000, or the Authorized Capital Change. The Authorized Capital Change took effect on September 8, 2022.

The Board of Directors approved the Authorized Capital Change on July 25, 2022 and the holders of a majority of the Company’s outstanding common stock approved the Authorized Capital Change on July 27, 2022.

The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 hereto and incorporated by reference herein.
 
Item 9.01.
Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit No.
 
Description

104 
 
Cover Page Interactive Data File (embedded within the Inline XBRL document) 
 
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: September 9, 2022
By:
/s/ Shimon Citron
 
Name:
Shimon Citron
 
Title:
Chief Executive Officer

Exhibit 3.1

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
ARTEMIS THERAPEUTICS, INC.

The undersigned, for the purposes of amending the Certificate of Incorporation of Artemis Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:

FIRST: The name of the Corporation is Artemis Therapeutics, Inc.

SECOND: The Board duly adopted, in accordance with Section 141(f) of the DCGL by unanimous written consent of the Board on July 25, 2022, a resolution proposing and declaring advisable the following amendment to restate Article FOURTH of the Certificate of Incorporation of said Corporation:

“The total number of shares of all classes of stock which the Corporation shall have authority to issue is 150,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”) and is 200,000 shares of preferred stock, par value $0.01 per share (the “Preferred Stock”).

Except as otherwise provided by law or by the resolution or resolutions providing for the issue of any series of Preferred Stock, the holders of outstanding shares of Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes. Except as otherwise required by law or this Certificate of Incorporation of the Corporation, each holder of Common Stock is entitled to one vote for each share of Common Stock held of record by such holder with respect to all matters on which holders of Common Stock are entitled to vote. Subject to the Delaware General Corporation Law and the rights, if any, of the holders of any outstanding series of Preferred Stock, dividends may be declared and paid on the Common Stock at such times and in such amounts as the Board of Directors of the Corporation (the “Board of Directors”) in its discretion shall determine. Upon the dissolution, liquidation or winding up of the Corporation, subject to the rights, if any, of the holders of any outstanding series of Preferred Stock, the holders of the Common Stock, as such, shall be entitled to receive the assets of the Corporation available for distribution to its stockholders ratably in proportion to the number of shares held by them.”

All other provisions of the Certificate of Incorporation shall remain in full force and effect.

This Certificate of Amendment has been duly adopted and approved in accordance with the provisions of Section 228 and 242 of the General Corporation Law of the State of Delaware by the directors and stockholders of the Corporation.


IN WITNESS WHEREOF, the Corporation has caused this Amendment to the Certificate of Incorporation of the Corporation to be duly executed by the undersigned this 8th day of September 2022.

 
ARTEMIS THERAPEUTICS, INC.
  
       
 
By:
/s/ Shimon Citron
  
   
Shimon Citron
  
   
Chief Executive Officer