Delaware
(State
or Other Jurisdiction of Incorporation or Organization) |
|
2844
(Primary
Standard Industrial Classification Code Number) |
|
81- 1417774
(I.R.S.
Employer Identification Number) |
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, par value $0.01 |
|
ATMS |
|
OTC Pink Open Market |
|
Page |
S-3 | |
S-4 | |
S-5 | |
S-6 | |
S-7 | |
S-20 | |
S-21 | |
S-22 | |
S-29 | |
S-39 | |
S-43 | |
S-44 | |
S-45 | |
S-48 | |
S-51 | |
S-53 | |
S-54 | |
S-55 | |
S-56 | |
2 |
Common Stock Offered by the Selling Stockholders: |
|
Up to 16,232,246 shares of Common Stock. |
|
|
|
Common Stock Currently Issued and Outstanding |
|
112,033,909 shares of Common Stock. |
|
|
|
Use of Proceeds:
|
|
The Selling Stockholders will receive all of the proceeds from the sale of our Common Stock in this offering.
We will not receive any proceeds from the sale of shares of Common Stock by the Selling Stockholders. See “Use of Proceeds.”
|
|
|
|
Risk Factors:
|
|
An investment in the Common Stock offered under this prospectus is highly speculative and involves substantial
risk. Please carefully consider the “Risk Factors” section and other information in
this prospectus for a discussion of risks. Additional risks and uncertainties not presently known to us or that we currently deem to be
immaterial may also impair our business and operations. |
|
|
|
Listing:
|
|
Our Common Stock is subject to quotation on OTC Pink under the symbol “ATMS”. There is a volatile
and limited trading market for our securities. We intend to apply for quotation
on the OTCQB. Until such time as our Common Stock is quoted on the OTCQB or listed on any national securities exchange or automated interdealer
quotation system, the shares covered by this prospectus will be sold by the Selling Stockholders from time to time at a fixed price of
$1.40 per share, representing the average of the high and low prices as reported on the OTC Pink on November 18, 2022. If and when our
Common Stock is regularly quoted on the OTCQB or listed on any national securities exchange or automated interdealer quotation system,
the Selling Stockholders may sell their respective shares of Common Stock, from time to time, at prevailing market prices or in privately
negotiated transactions. |
|
Nine Months
ended September 30, |
For the Year
Ended December 31, |
Period from
March 22, (Inception) to December 31 |
|||||||||||||
|
2 0 2 2 |
2
0 2 1 |
2 0 2 1
|
2
0 2 0 |
||||||||||||
|
(USD
in thousands) |
|||||||||||||||
|
$
|
$
|
$
|
$
|
||||||||||||
|
||||||||||||||||
Revenues |
195 |
7 |
7 |
- |
||||||||||||
Costs of revenues |
25 |
2 |
1 |
- |
||||||||||||
Gross profit |
170 |
5 |
6 |
- |
||||||||||||
Operating expenses |
||||||||||||||||
Sales and marketing |
465 |
37 |
66 |
38 |
||||||||||||
General and administrative |
570 |
99 |
230 |
23 |
||||||||||||
Total operating expenses
|
1,035 |
136 |
296 |
61 |
||||||||||||
Operating loss |
(865 |
) |
(131 |
) |
(290 |
) |
(61 |
) | ||||||||
Financial expenses (expenses)/ Income, net |
16 |
(16 |
) |
(39 |
) |
(7 |
) | |||||||||
Net Loss and Total Comprehensive
Loss |
(849 |
) |
(147 |
) |
(329 |
) |
(68 |
) | ||||||||
Loss per common stock: |
||||||||||||||||
Basic and diluted net loss per common stock
|
(0.02 |
) |
(0.00 |
) |
(0.0041 |
) |
(0.0011 |
) | ||||||||
Weighted average number of shares of Common Stock
used in calculation of net loss per common stock: |
38,567,577 |
26,109,483 |
26,139,289 |
20,315,323 |
|
● |
sales of our products; |
|
● |
the size and growth of our product market; |
|
● |
our limited operating history and inability to effectively grow our business; |
|
● |
our developing and manufacturing capabilities; |
|
● |
supply disruption; |
|
● |
our entering into certain partnerships with third parties; |
|
● |
obtaining required regulatory approvals for sales or exports of our products; |
|
● |
our marketing plans; |
|
● |
our expectations regarding our short- and long-term capital requirements; |
|
● |
the effect of COVID-19 on our business; |
|
● |
our outlook for the coming months and future periods, including but not limited to our expectations regarding
future revenue and expenses; and |
|
● |
information with respect to any other plans and strategies for our business. |
• |
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 related to the ability for us to attract, enter into or maintain contracts with
customers, partners and other third parties, including health food chains, retail outlets and other online distributers; | |
|
• |
risks that our growth strategy may not be successful; and |
• |
risks that fluctuations in our operating results will be significant relative to our
revenues. |
|
•
|
the level of demand for our brands and products in a particular distribution area;
|
|
•
|
our ability to price our products at levels competitive with those of competing products;
and
|
•
|
our ability to deliver products in the quantity and at the time ordered by distributors,
retailers and other third-parties. |
|
•
|
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.
|
• |
have economic or business interests or goals that are inconsistent with ours;
| |
• |
have economic or business hardship, including
COVID-19 pandemic or other global crisis; | |
• |
take actions contrary to our instructions, requests, policies or objectives;
| |
• |
be unable or unwilling to fulfill their obligations to comply with applicable regulations,
including those regarding the safety and quality of products and ingredients and good manufacturing practices; | |
• |
have financial difficulties; | |
• |
encounter raw material or labor shortages; and | |
• |
encounter increases in raw material or labor costs that may affect our procurement
costs. |
|
•
|
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. |
|
•
|
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. |
|
For the Nine Months Ended September 30, |
|||||||
|
2022 |
2021 |
||||||
(USD in thousands) |
(Unaudited) |
|||||||
Revenues |
195 |
7 |
||||||
Cost of revenues |
25 |
2 |
||||||
Gross profit |
170 |
5 |
||||||
|
||||||||
Sales and marketing expenses, net |
$ |
465 |
$ |
37 |
||||
General and administrative expenses |
570 |
99 |
||||||
Operating loss |
(865 |
) |
(734 |
) | ||||
Financial (expenses) income, net |
16 |
(16 |
) | |||||
Net loss |
$ |
(849 |
) |
$ |
(147 |
) | ||
Loss attributable to holders of Common Stocks |
(0.02 |
) |
(0.00 |
) |
|
For the Year Ended December 31, |
Period from March 22, (Inception) to December 31 |
||||||
|
2021 |
2020 |
||||||
|
(USD in thousands) |
|||||||
Revenue |
7
|
-
|
||||||
Cost of revenue |
1
|
-
|
||||||
|
||||||||
Gross profit |
6
|
-
|
||||||
|
||||||||
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 common stock |
(0.0041 |
) |
(0.008 |
) |
|
For the
Year Ended December 31, |
Period
from March 22, (Inception) to December 31 |
For the
Nine Months Ended September 30, |
|||||||||||||
(USD in thousands)
|
2021
|
2020
|
2022
|
2021
|
||||||||||||
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
$ |
(279 |
) |
$ |
(58 |
) |
$
|
(349
|
) |
$ |
(163 |
) | ||||
Net cash provided by (used in) investing activities
|
$ |
(27 |
) |
$ |
(1 |
) |
$
|
(26
|
) |
$ |
(28 |
) | ||||
Net cash provided by (used in) financing activities
|
774 |
62 |
(11 |
) |
188 |
|||||||||||
Net increase (decrease) in cash and cash equivalents
|
468 |
3 |
(386 |
) |
(3 |
) |
|
•
|
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. |
|
•
|
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. |
|
•
|
Pure Mānuka honey for direct consumer consumption; and
|
|
• |
Skincare products based on Mānuka honey and bee venom. |
|
1.
|
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. |
|
2.
|
Deliver world class skincare 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. |
|
3. |
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. |
|
4. |
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. |
|
5.
|
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. |
Name |
Age |
|
Position | |
Shimon Citron |
|
67 |
|
Chief Executive Officer, Director |
David Dana |
58 |
|
Chief Financial Officer | |
Haim Tabak |
75 |
Chief Operating Officer |
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 |
||||||
Haim Tabak, COO |
2020 |
$ |
349 |
(2) |
$ |
29,998 |
||||||||||||||||||||||
2021 | $ |
26,934 |
(2) |
$ |
26,934 |
|
•
|
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. |
Name and Address of Beneficial Owner |
|
Amount and Nature of
Beneficial Ownership |
|
Percent of
Class(1) |
| ||
5% Stockholders: |
|
||||||
Chomsky Group |
16,819,250 |
15 |
%(2) | ||||
|
|
|
|
|
|
|
|
Executive Officers: |
|
|
| ||||
Shimon Citron |
80,729,883 |
72 |
%(3) | ||||
David Dana |
|
|
- |
|
|
- |
% |
All directors and executive officers as a group (2 Persons) |
|
80,729,883 |
|
|
72 |
% |
(1)
|
Applicable percentage ownership is based on 112,033,909
shares of Common Stock outstanding. 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 November 20, 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 beneficially held by Adler Chomsky Marketing
Communication Ltd. and 4,204,382 shares of Common Stock beneficially held by Eyal Chomsky Holdings Ltd. Address: 50 Menachem Begin St.,
Tel Aviv 6777682.
|
(3) |
Includes 32,292,193 shares of Common Stock beneficially owned by Mr. Citron’s wife, Mrs. Sigalit
Citron and 48,437,690 shares of Common Stock beneficially owned by Mr. Shimon Citron. Address: 19 Haim Bar-Lev St., Tel Aviv 5265368.
|
Name of Selling Stockholders |
Number of
Common
Stock
Owned Prior to
Offering |
Maximum
Number of
Common
Stock to be
Offered
Pursuant
to this
Prospectus |
Number of Common
Stock Owned
Immediately After
Sale of
Maximum Number of
Common Stock in this
Offering |
|||||||||||||||||||||
|
Number(1) |
Percent(2) |
Number |
Percent |
Number(3) |
Percent(2) |
||||||||||||||||||
Jewish Community Foundation of Greater MetroWest NJ(4) |
3,162,500 |
3.82 |
% |
3,162,500 |
2.82 |
% |
3,162,500 |
- |
||||||||||||||||
Harmony (H.A) Investments Ltd.(5) |
2,711,069 |
2.42 |
% |
2,711,069 |
2.42 |
% |
- |
- |
||||||||||||||||
Nadav Kidron(6) |
1,176,636 |
1 |
% |
1,176,636 |
1 |
% |
- |
- |
||||||||||||||||
Shimon Citron(7) |
48,437,690 |
72 |
% |
1,000,000 |
* |
% |
47,437,690 |
71 |
% | |||||||||||||||
Sigalit Citron(8) |
32,292,193 |
72 |
% |
1,000,000 |
* |
% |
31,292,193 |
71 |
% | |||||||||||||||
Globis Capital Partners, LP(9) |
1,585,682 |
- |
* |
1,585,682 |
* |
1,585,682 |
- |
|||||||||||||||||
Cutter Mill Capital LLC(10) |
908,503 |
- |
* |
908,503 |
* |
- |
- |
|||||||||||||||||
Chanan Morris(11) |
780,934 |
- |
* |
780,934 |
* |
780,934 |
- |
|||||||||||||||||
Globis International Investments LLC(12) |
616,654 |
- |
* |
616,654 |
* |
616,654 |
- |
|||||||||||||||||
Adler Chomsky Marketing Communications Ltd.(13) |
12,614,868 |
15 |
% |
500,000 |
12,114,868 |
14 |
% | |||||||||||||||||
Eyal Chomsky Holdings Ltd.(14) |
4,204,382 |
15 |
% |
500,000 |
3,704,382 |
14 |
% | |||||||||||||||||
Zavit Holding(15) |
385,461 |
* |
385,461 |
* |
385,461 |
- |
||||||||||||||||||
Israel Alfassi(16) |
278,460 |
* |
278,460 |
* |
278,460 |
- |
||||||||||||||||||
Brian M. Culley(17) |
220,233 |
* |
220,233 |
* |
220,233 |
- |
||||||||||||||||||
Amiad Solomon(18) |
220,233 |
* |
220,233 |
* |
220,233 |
- |
||||||||||||||||||
ARZ Chemicals International Trade Ltd.(19) |
155,878 |
* |
155,878 |
* |
155,878 |
- |
||||||||||||||||||
Total |
110,781,379 |
- |
16,232,246 |
94,549,133 |
- |
(1) |
Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment
power with respect to securities. |
(2)
|
As of November 20, 2022 all Series A Preferred Stock,
Series C Preferred Stock and Series D Preferred Stock were converted into Common Stock. |
(3)
|
Assumes the sale of all shares being offered pursuant to this prospectus.
|
(4)
|
Consists of 3,162,500 shares of Common Stock. Howard Rabner, Chief Financial Officer, has voting and dispositive
power over our shares held by the selling stockholder Address: 901 Route 10, Whippany, NJ 07981.
|
(5)
|
Includes 468,560 shares of Common Stock issued in connection with a debt forgiveness
agreement with the Company and 2,242,509 shares of Common Stock issued in connection with the Share Exchange Agreement, as amended, entered
into by the selling stockholder. Address: 1 Haharuv St., Ramat Hasharon 4725343, Israel.
|
(6) |
Consists of 1,176,636. Address: 2 Elza St. Jerusalem, Israel.
|
(7)
|
Beneficial ownership calculation includes Mr. Citron’s wife, Mrs. Sigalit Citron.
Address: 19 Haim Bar-Lev St., Tel Aviv 5265368.
|
(8)
|
Beneficial ownership calculation includes Mrs. Citron’s husband, Shimon Citron.
Address: 19 Haim Bar-Lev St., Tel Aviv 5265368.
|
(9)
|
Includes 1,585,682 shares of Common Stock issued in connection with a warrant exchange
agreement, entered into by the selling stockholder. Paul Packer, a Managing Member of Globis Capital Partners, LP, has voting and dispositive
power over our shares held by the selling stockholder. Address: 7100 W. Camino Real- Suite 302-48, Boca Raton, FL 33433.
|
(10) |
Consists of 908,503 shares of Common Stock. Michael Vasinkevich, an Authorized Signatory of Cutter Mill
Capital LLC, has voting and dispositive power over our shares held by the selling stockholder. Address: 430 Park Avenue, 3rd Fl., New
York, NY 10022.
|
(11)
|
Consists of 780,934 shares of Common Stock issued in connection with an option exchange
agreement, entered into by the selling stockholder. Address: 30 Pitum Haktoret 3, Efrat, Israel 9045830.
|
(12)
|
Includes 616,654 shares of Common Stock issued in connection with a warrant exchange agreement, entered
into by the selling stockholder. Paul Packer, a Managing Member of Globis International Investments LLC, has voting and dispositive power
over our shares held by the selling stockholder. Address: 7100 W. Camino Real- Suite 302-48, Boca Raton, FL 33433.
|
(13)
|
Beneficial ownership calculation includes shared vote beneficially held by Eyal Chomsky Holdings Ltd. Address:
50 Menachem Begin St., Tel Aviv 6777682.
|
(14)
|
Beneficial ownership calculation includes shared vote beneficially held by Adler Chomsky Marketing Communications
Ltd. Address: 50 Menachem Begin St., Tel Aviv 6777682.
|
(15)
|
Consists of 385,461 shares of Common Stock. Amiad Solomon, a CEO and Owner of Zavit Holding, has voting
and dispositive power over our shares held by the selling stockholder. Address: 14 Hameyasdim St., Kfar Adomim, Israel.
|
(16)
|
Consists of 278,460 shares of Common Stock. Address: 73 Weizman St., Tel-Aviv, Israel 6215518.
|
(17)
|
Consists of 220,233 shares of Common Stock issued in connection with a warrant exchange agreement, entered
into by the selling stockholder. Address: 2153 Whisper Wind Lane, Encinitas, CA 92024.
|
(18)
|
Includes 220,233 issued in connection with a warrant exchange agreement, entered into by the selling stockholder.
Address: 14 Hameyasdim St., Kfar Adomim, Israel.
|
(19) |
Consists of 155,878 shares of Common Stock. Address: 27 Hareut St. Netanya, Israel 4256532. |
|
● |
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
|
|
|
● |
block trades in which the broker-dealer will attempt to sell the securities as agent but may position and
resell a portion of the block as principal to facilitate the transaction; |
|
|
|
|
● |
purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
|
|
|
|
● |
an exchange distribution in accordance with the rules of the applicable exchange; |
|
|
|
|
● |
privately negotiated transactions; |
|
|
|
|
● |
settlement of short sales entered into after the effective date of the registration statement of which
this prospectus is a part; |
|
|
|
|
● |
broker-dealers may agree with the Selling Stockholders to sell a specified number of such securities at
a stipulated price per share; |
|
|
|
|
● |
through the writing or settlement of options or other hedging transactions, whether such options are listed
on an options exchange or otherwise; |
|
|
|
|
● |
a combination of any such methods of sale; and |
|
|
|
|
● |
any other method permitted pursuant to applicable law. |
|
● |
one percent of the total number of shares of our Common Stock outstanding; or
|
● |
the average weekly reported trading volume of our Common Stock for the four calendar
weeks prior to the sale |
Page | |
3 | |
4 | |
5-7 | |
8 | |
9-14 |
ARTEMIS THERAPEUTICS, INC.
ARTEMIS THERAPEUTICS, INC.
Nine Months ended September 30 |
Three Months ended September 30 |
|||||||||||||||
2 0 2 2 |
2 0 2 1 |
2 0 2 2 |
2 0 2 1 |
|||||||||||||
$ |
$ |
$ |
$ |
|||||||||||||
Revenues |
195
|
7
|
118
|
3
|
||||||||||||
Costs of revenues |
25
|
2
|
4
|
1
|
||||||||||||
Gross profit |
170
|
5
|
114
|
2
|
||||||||||||
Operating expenses |
||||||||||||||||
Sales and marketing |
465
|
37
|
269
|
19
|
||||||||||||
General and administrative |
570
|
99
|
290
|
44
|
||||||||||||
|
|
|||||||||||||||
Total operating expenses |
1,035
|
136
|
559
|
63
|
||||||||||||
Operating loss |
(865
|
) |
(131
|
) |
(445
|
) |
(61
|
) | ||||||||
Financial expenses income, net |
16
|
(16
|
) |
1
|
(8
|
) | ||||||||||
Net Loss and Total Comprehensive Loss |
(849
|
) |
(147
|
) |
(444
|
) |
(69
|
) | ||||||||
Loss per share: |
||||||||||||||||
Basic and diluted net loss per common stock |
(0.02
|
) |
(0.00
|
) |
(0.01
|
) |
(0.00
|
) | ||||||||
Weighted average number
of shares of Common Stock used in calculation of net loss per share of Common Stock: |
38,567,577
|
26,109,483
|
52,299,318
|
26,109,483
|
ARTEMIS THERAPEUTICS, INC.
Shares of
Common Stock |
Preferred Stock A |
Preferred Stock C |
Preferred Stock D |
Capital reserve from transaction with related parties
|
Additional Paid in Capital |
Accumulated deficiency |
Total |
|||||||||||||||||||||||||||||||||||||||||||
* |
|
Number |
$ |
Number |
$ |
Number |
$ |
Number |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2020 |
26,109,483
|
261
|
91,034
|
1
|
2
|
(261
|
) |
(68
|
) |
(65
|
) | |||||||||||||||||||||||||||||||||||||||
Transactions with stockholders (Note 6) |
8
|
8
|
||||||||||||||||||||||||||||||||||||||||||||||||
Net Loss |
(147
|
) |
(147
|
) | ||||||||||||||||||||||||||||||||||||||||||||||
Balance as of September 30, 2021 |
26,109,483
|
261
|
91,034
|
1
|
10
|
(261
|
) |
(215
|
) |
(204
|
) | |||||||||||||||||||||||||||||||||||||||
Balance as of June 30, 2021 |
26,109,483
|
261
|
91,034
|
1
|
6
|
(261
|
) |
(146
|
) |
(139
|
) | |||||||||||||||||||||||||||||||||||||||
Transactions with stockholders (Note 6) |
- |
- |
4
|
- |
4
|
|||||||||||||||||||||||||||||||||||||||||||||
Net Loss |
- |
- |
(69
|
) |
(69
|
) | ||||||||||||||||||||||||||||||||||||||||||||
Balance as of September 30, 2021 |
26,109,483
|
261
|
91,034
|
1
|
10
|
(261
|
) |
(215
|
) |
(204
|
) |
Shares of
Common Stock |
Preferred Stock A |
Preferred Stock C |
Preferred Stock D |
Capital reserve from transaction
with related parties |
Share based compensation
|
Additional Paid in Capital
|
Accumulated deficiency |
Total |
||||||||||||||||||||||||||||||||||||||||||||
* |
Number |
$ |
Number |
$ |
Number |
$ |
Number |
$ |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2021 |
31,549,132
|
315
|
110,000
|
1
|
15
|
-
|
186
|
(397
|
) |
120
|
||||||||||||||||||||||||||||||||||||||||||
Stock based compensation on stock options granted to a service provider |
2,242,509
|
23
|
42
|
65
|
||||||||||||||||||||||||||||||||||||||||||||||||
Effect of reverse recapitalization transaction |
11,333,764
|
113
|
453
|
- |
250
|
- |
(173
|
) |
(60
|
) | ||||||||||||||||||||||||||||||||||||||||||
Conversion of preferred share of common stock |
66,000,000
|
660
|
(110,000
|
) |
(1
|
) |
(55
|
) |
(604
|
) |
-
|
|||||||||||||||||||||||||||||||||||||||||
Share base compensation |
58
|
58
|
||||||||||||||||||||||||||||||||||||||||||||||||||
Transactions with stockholders (Note 6) |
16
|
16
|
||||||||||||||||||||||||||||||||||||||||||||||||||
Net Loss |
(849
|
) |
(849
|
) | ||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of September 30, 2022 |
111,125,405
|
1,111
|
453
|
-
|
250
|
-
|
-
|
-
|
31
|
58
|
-
|
(1,850
|
) |
(650
|
) |
Shares of
Common Stock |
Preferred Stock A |
Preferred Stock C |
Preferred Stock D |
Capital reserve from transaction
with related parties |
Share based compensation
|
Additional Paid in Capital
|
Accumulated deficiency |
Total |
||||||||||||||||||||||||||||||||||||||||||||
Number |
$ |
Number |
$ |
Number |
$ |
Number |
$ |
$ |
$ |
$ |
$ |
$ |
||||||||||||||||||||||||||||||||||||||||
* |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of June 30, 2022 |
45,125,405
|
451
|
453
|
-
|
250
|
-
|
110,000
|
1
|
25
|
-
|
55
|
(802
|
) |
(270
|
) | |||||||||||||||||||||||||||||||||||||
Conversion of preferred share of common stock |
66,000,000
|
660
|
(110,000
|
) |
(1
|
) |
(55
|
) |
(604
|
) |
-
|
|||||||||||||||||||||||||||||||||||||||||
Share based compensation |
58
|
58
|
||||||||||||||||||||||||||||||||||||||||||||||||||
Transactions with stockholders (Note 6) |
- |
- |
6
|
- |
6
|
|||||||||||||||||||||||||||||||||||||||||||||||
Net Loss |
- |
- |
- |
(444
|
) |
(444
|
) | |||||||||||||||||||||||||||||||||||||||||||||
Balance as of September 30, 2022 |
111,125,405
|
1,111
|
453
|
-
|
250
|
-
|
-
|
-
|
31
|
58
|
-
|
(1,850
|
) |
(650
|
) |
Nine
Months ended September 30 |
||||||||
2
0 2 2 |
2
0 2 1 |
|||||||
$
|
$
|
|||||||
Cash
flows from operating activities: |
||||||||
Net loss
|
(849
|
)
|
(147
|
)
| ||||
Adjustments
to reconcile net loss to net cash used in operating activities: |
||||||||
Depreciation
and amortization |
12
|
1
|
||||||
Share based
compensation |
58
|
-
|
||||||
Increase
in operating lease liabilities |
(6
|
)
|
-
|
|||||
Share-based
to service provider |
65
|
-
|
||||||
Decrease
in other liabilities |
(3
|
)
|
-
|
|||||
Exchange
rate differences from stockholders' loans |
(6
|
)
|
-
|
|||||
Accrued interest
from stockholder loans from a major stockholder |
16
|
8
|
||||||
Increase
in trade account receivable and other receivables |
(48
|
)
|
(12
|
)
| ||||
Increase
in trade accounts payable and other accounts payable |
404
|
23
|
||||||
Increase
(decrease) in inventory |
8
|
(36
|
)
| |||||
Net
cash used in operating activities |
(349
|
)
|
(163
|
)
| ||||
Cash
flows from investing activities: |
||||||||
Purchase
of property and equipment |
(26
|
)
|
(28
|
)
| ||||
Net
cash used in investing activities |
(26
|
)
|
(28
|
)
| ||||
Cash
flows from financing activities: |
||||||||
Short-term
credit |
(11
|
)
|
71
|
|||||
Loans received
from a major stockholder |
-
|
117
|
||||||
Net
cash provided by financing activities |
(11
|
)
|
188
|
|||||
Decrease
in cash and cash equivalents |
(386
|
)
|
(3
|
)
| ||||
Cash
and cash equivalents at beginning of period |
471
|
3
|
||||||
Cash
and cash equivalents at end of period |
85
|
-
|
||||||
Non-cash
activities: |
||||||||
Intangible
assets recognized with corresponding other liability |
6
|
-
|
||||||
Reverse recapitalization
effect on equity |
(60
|
)
|
-
|
NOTE 2 | - | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
ARTEMIS THERAPEUTICS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 2 |
- |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.) |
D. |
Impact of recently issued and adopted accounting standards: |
NOTE 3 | - | INVENTORIES |
(USD in thousands)
|
September 30,
|
December 31,
|
||||||
2
0 2 2 |
2
0 2 1 |
|||||||
Raw materials
|
28
|
31
|
||||||
Finished goods
|
38
|
43
|
||||||
66
|
74
|
ARTEMIS THERAPEUTICS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 4 | - | LEASES |
Nine
Months ended September 30 |
||||||||
2
0 2 2 |
2
0 2 1 |
|||||||
Operating
lease cost |
16
|
-
|
||||||
Total
lease costs |
16
|
-
|
B. |
Supplemental balance sheet information related to operating leases is as follows (unaudited): |
September 30,
|
December 31,
|
|||||||
2
0 2 2 |
2
0 2 1 |
|||||||
Operating
lease right-of-use assets |
42
|
55
|
||||||
Operating
lease liabilities, current |
18
|
19
|
||||||
Operating
lease liabilities, long-term |
20
|
38
|
||||||
Weighted
average remaining lease term (in years) |
2
|
2.75
|
||||||
Weighted
average discount rate |
7.85
|
%
|
7.85
|
%
|
C. |
Future lease payments under operating leases as of September 30, 2022, are as follows (unaudited): |
September 30,
|
||||
2
0 2 2 |
||||
2022
|
5
|
|||
2023
|
21
|
|||
2024
|
15
|
|||
Total
undiscounted lease payments |
41
|
|||
Less:
imputed interest |
(3
|
)
| ||
Present
value of lease liabilities |
38
|
ARTEMIS THERAPEUTICS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 5 | - | STOCKHOLDERS' EQUITY |
As detailed in Note 1, as part of the Recapitalization Transaction on June 30, 2022, the Company issued 33,791,641 shares of common stock and 110,000 shares that were designated as Series D Convertible Preferred Stock in exchange for approximately 89% of the issued and outstanding ordinary shares and all the preferred shares of Manuka Ltd. The number of shares prior to the Recapitalization Transaction have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction.
On July 25, 2022, the Company increased its authorized capital stock to 150,000,000 shares of capital stock, par value $0.01 per share, of which 200,000 shares are "blank check" preferred stock, par value $0.01 per share, of which (i) 1,000 were designated as Series A Convertible Preferred Stock (of which 453 were issued and subsequently converted into shares of common stock on October 18, 2022, (ii) 250 were designated as Series C Convertible Preferred Stock (of which 250 were issued and subsequently converted into shares of common stock on October 18, 2022), and (iii) 110,000 shares were designated as Series D Convertible Preferred Stock (of which 110,000 were issued and subsequently converted into 66,000,000 shares of common stock on September 20, 2022).
ARTEMIS THERAPEUTICS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 5 | - | STOCKHOLDERS' EQUITY (Cont.) |
The Series C Convertible Preferred shares conferred upon their holders the right to receive dividends when paid to holders of common stock of the Company on an as-converted basis and the right to receive a distribution of any surplus of assets upon liquidation of the Company before any distribution or payment shall be made to the holders of any junior securities. Each share of Series C convertible Preferred was convertible into that number of shares of Common Stock determined by dividing the Stated Value by the Conversion Price. Each share of the Series C Preferred has a par value of $0.01 per share and were convertible into 1,000 shares of Common Stock. All of the Series C Convertible Preferred shares were converted into shares of common stock on October 18, 2022.
The Series D Convertible Preferred Shares conferred upon their holders the right receive notice to participate and vote in general meetings of stockholders of the Company on an as converted basis, the right to receive dividends when paid to holders of common stock of the Company on an as-converted basis and the right to receive a distribution of any surplus of assets upon liquidation of the Company before any distribution or payment shall be made to the holders of any junior securities. Each share of Series D Convertible Preferred Shares was convertible into that number of shares of Common Stock determined by dividing the Stated Value by the Conversion Price. Each share of the Series D Preferred Shares has a par value of $0.01 per share and were convertible into 600 shares of Common Stock. All of the Series D Convertible Preferred shares were converted into shares of common stock on October 18, 2022.
ARTEMIS THERAPEUTICS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 6 | - | RELATED PARTY BALANCES AND TRANSACTIONS |
(USD in thousands)
|
September 30,
|
December 31,
|
||||||
2
0 2 2 |
2
0 2 1 |
|||||||
Long-term Loan from a
related party |
233
|
239
|
||||||
Trade accounts payable (*)
|
303
|
-
|
NOTE 7 | - | SUBSEQUENT EVENTS |
Page | |
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 1197) | F-2 - F-3 |
F-4 | |
F-5 | |
F-6 | |
F-7 | |
F-8 -
F-17 |
• |
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 stockholder. |
We have served as the Company’s auditor since 2022.
Year
ended
December 31,
|
Period from
March
22,
(Inception) to
December 31,
|
|||||||
2
0 2 1 |
2
0 2 0 |
|||||||
$
|
$
|
|||||||
Revenues
|
7
|
-
|
||||||
Costs of revenues
|
1
|
-
|
||||||
Gross
profit |
6
|
-
|
||||||
Operating expenses
|
||||||||
Sales and marketing
|
66
|
38
|
||||||
General and administrative
|
230
|
23
|
||||||
Total
operating expenses |
296
|
61
|
||||||
Operating
loss |
(290
|
)
|
(61
|
)
| ||||
Financial expenses, net
|
(39
|
)
|
(7
|
)
| ||||
Net
Loss and Total Comprehensive Loss |
(329
|
)
|
(68
|
)
| ||||
Loss
per share: |
||||||||
Basic and diluted net
loss per common stock |
(0.0041
|
)
|
(0.0011
|
)
| ||||
Weighted average number
of common stocks used in calculation of net loss per common stock
(*): |
||||||||
Basic and diluted
|
26,139,289
|
20,315,323
|
Common
Stock |
Preferred
Stock D |
Capital
Reserve
|
Additional
Paid
In
Capital
|
Accumulated
Deficit
|
Total
|
|||||||||||||||||||||||||||
Number
|
$
|
Number
|
$
|
$
|
$
|
$
|
$
|
|||||||||||||||||||||||||
Balance
as of March 22, 2020 (*) |
26,109,483
|
261
|
91,034
|
1
|
(261
|
)
|
-
|
1
|
||||||||||||||||||||||||
Transactions
with shareholder (Note 8) |
2
|
-
|
2
|
|||||||||||||||||||||||||||||
Net Loss
|
(68
|
)
|
(68
|
)
| ||||||||||||||||||||||||||||
Balance
as of December 31, 2020 |
26,109,483
|
261
|
91,034
|
1
|
2
|
(261
|
)
|
(68
|
)
|
(65
|
)
| |||||||||||||||||||||
Issuance
of Common Stock |
5,439,650
|
54
|
18,966
|
(
|
)
|
447
|
501
|
|||||||||||||||||||||||||
Transactions
with shareholders (Note 8) |
13
|
13
|
||||||||||||||||||||||||||||||
Net Loss
|
(329
|
)
|
(329
|
)
| ||||||||||||||||||||||||||||
Balance
as of December 31, 2021 |
31,549,132
|
315
|
110,000
|
1
|
15
|
186
|
(397
|
)
|
120
|
Year ended
December 31,
|
Period
from
March 22, (inception) to December 31, |
|||||||
2
0 2 1 |
2
0 2 0 |
|||||||
$
|
$
|
|||||||
Cash
flows from operating activities: |
||||||||
Net loss
|
(329
|
)
|
(68
|
)
| ||||
Adjustments
to reconcile net loss to net cash used in operating activities: |
||||||||
Depreciation
|
3
|
(
|
)
| |||||
Increase in operating
lease liabilities |
2
|
-
|
||||||
Increase in other liabilities
|
(
|
)
|
-
|
|||||
Accrued interest from
shareholder loans |
13
|
2
|
||||||
Increase in trade receivable
and other receivable s |
(15
|
)
|
(4
|
)
| ||||
Increase in trade
account payables and other accounts payable. |
121
|
12
|
||||||
Increase in inventory
|
(74
|
)
|
-
|
|||||
Net
cash used in operating activities |
(279
|
)
|
(58
|
)
| ||||
Cash
flows used in investing activities: |
||||||||
Purchase of property
and equipment |
(27
|
)
|
(1
|
)
| ||||
Net
cash used in investing activities |
(27
|
)
|
(1
|
)
| ||||
Cash
flows provided by financing activities: |
||||||||
Short-term credit
|
96
|
-
|
||||||
Issuance of common stock
|
501
|
(
|
)
| |||||
Loans received from a
major stockholder |
177
|
62
|
||||||
Net
cash provided by financing activities |
774
|
62
|
||||||
Increase
in cash and cash equivalents |
468
|
3
|
||||||
Cash
and cash equivalents at beginning of period |
3
|
-
|
||||||
Cash
and cash equivalents at end of period |
471
|
3
|
||||||
Non-cash
activities: |
||||||||
Right-of-use asset recognized
with corresponding lease liability |
60
|
-
|
||||||
Intangible assets recognized
with corresponding other liability |
32
|
-
|
||||||
Purchase of property
and equipment in credit |
12
|
-
|
NOTE 1 |
- |
DESCRIPTION OF BUSINESS AND GENERAL |
A. |
Artemis Therapeutics Inc. (“the
Company”) was originally incorporated under the laws of the State of Nevada, on April 22, 1997. Based on the lack of Company business
activities since January 10, 2019, the Company was classified as a “shell” company as defined by the Securities and Exchange
Commission (the “SEC”). |
B. |
On March 6, 2022, the Company entered into a Share Exchange Agreement, as amended on June 30, 2022 (the “Share Exchange Agreement”) with Manuka Ltd., and the shareholders of Manuka Ltd., a Company incorporated in Israel and engaged in developing and manufacturing skincare products based on Mānuka honey and bee venom. | |
The Share Exchange Agreement was consummated
on June 30, 2022 and the Company acquired 100%
of the outstanding shares of Manuka Ltd. (the “Reverse Recapitalization Transaction”). Pursuant to the Share Exchange
Agreement, in exchange for all of the outstanding shares of Manuka Ltd., the Company issued to the shareholders of Manuka Ltd. a total
of 33,791,641
(including shares issued to service provider of 2,242,509)
common stock and 110,000
preferred D shares, convertible into 66,000,000
shares of common stock of the Company, representing 89%
of the total shares issued and outstanding after giving effect to the Reverse Recapitalization Transaction. As a result of the Reverse
Recapitalization Transaction, Manuka Ltd. became a wholly owned subsidiary of the Company. As the shareholders of Manuka Ltd. received
the largest ownership interest in the Company, Manuka Ltd. was determined to be the “accounting acquirer” in the reverse recapitalization.
As a result, the historical financial statements of the Company were replaced with the financial statement of Manuka Ltd. for all periods
presented. The financial statements reflect the financial statements of Manuka Ltd, recasted for the change in the equity structure.
|
NOTE 2 |
- |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
A. |
Accounting principles:
|
B. |
Use of estimates in the
preparation of financial statements: |
NOTE 2 |
- |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.) |
C. |
Functional currency:
|
D. |
Cash and cash equivalents:
|
E. |
Inventory:
|
F. |
Property and equipment:
|
%
| |
Computers
and electronic equipment |
33
|
Capitalization
of website development costs |
20
|
Office
furniture and equipment |
7
|
NOTE 2 |
- | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.) |
G. |
Impairment of long-lived
assets: |
H. |
Basic and diluted net
loss per share: |
I. |
Income Tax:
|
J. |
Revenue recognition:
|
NOTE 2 |
- | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.) |
K. |
Concentration of credit
risk: |
L. |
Commitments and contingencies:
|
M. |
Fair value measurements:
|
N. |
Leases:
|
NOTE 2 |
- | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.) |
N. |
Leases (Cont.):
|
O. |
Impact of recently issued
and adopted accounting standards: |
P. |
New accounting pronouncements
not yet effective: |
NOTE 3 |
- |
INVENTORIES |
|
December 31,
|
Period
from
March
22,
(Inception) to
December 31,
|
||||||
|
2021
|
2020
|
||||||
|
||||||||
Raw materials
|
32
|
-
|
||||||
Finished goods
|
42
|
-
|
||||||
|
74
|
-
|
The Company did not record inventory write-offs during the years ended December 31, 2021 and the period from March 22, (Inception) to December 31, 2020.
NOTE 4 |
- |
COMMITMENTS AND CONTINGENT LIABILITIES |
NOTE 5 |
- | PROPERTY AND EQUIPMENT, NET |
December 31, |
Period from March 22, (Inception) to December 31, |
|||||||
|
2021 |
2020 |
||||||
Cost:
|
||||||||
Computers
and electronic equipment |
6
|
1
|
||||||
Capitalization
of website development costs |
34
|
-
|
||||||
40
|
1
|
|||||||
Accumulated
depreciation: |
||||||||
Computers
and electronic equipment |
(1
|
)
|
(
|
)
| ||||
Capitalization
of website development costs |
(3
|
)
|
-
|
|||||
(4
|
)
|
(
|
)
| |||||
Depreciated
cost |
36
|
1
|
NOTE 6 |
- |
INTANGIBLES, NET |
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
|
-
|
32
|
10
|
NOTE 7 |
- |
LEASES |
December 31,
|
Period from March 22, (Inception) to December 31, |
|||||||
2021
|
2020
|
|||||||
Operating
lease cost |
6
|
-
|
||||||
Total
lease costs |
6
|
-
|
a. |
Supplemental balance sheet information related
to operating leases is as follows: |
December 31, |
Period from March 22, (Inception) to December 31, |
|||||||
2021
|
2020
|
|||||||
Operating
lease ROU assets |
55
|
-
|
||||||
Operating
lease liabilities, current |
19
|
-
|
||||||
Operating
lease liabilities, long-term |
38
|
-
|
||||||
Weighted
average remaining lease term (in years) |
2.75
|
|
||||||
Weighted
average discount rate |
7.85
|
%
|
-
|
b. |
Future lease payments under operating leases as
of December 31, 2021, are as follows: |
December 31,
|
||||
2021
|
||||
2022
|
23
|
|||
2023
|
24
|
|||
2024
|
17
|
|||
Total
undiscounted lease payments |
64
|
|||
Less: Transactions with stockholders |
(7
|
)
| ||
Lease liabilities |
57
|
NOTE 8 |
- |
STOCKHOLDERS’ EQUITY |
A. |
Stockholders’ Rights:
|
B. |
Issuance of Common Stock:
|
As detailed in Note 1, as part of the Reverse Recapitalization Transaction on June 30, 2022, the Company issued 33,791,641 shares of common stock (inclusive of 5,439,650 shares issued to certain investors as described above) and 110,000 shares (inclusive of 18,966 shares issued to certain investors as described above) that are designated as Series D Convertible Preferred Stock in exchange for approximately 89% of the issued and outstanding ordinary shares and all the preferred shares of Manuka Ltd. The number of shares prior to the Reverse Recapitalization Transaction have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction.
C. |
Preferred Stock:
|
NOTE 9 |
- |
RELATED PARTY BALANCES AND TRANSACTIONS |
a. |
Balances with a related party:
|
December 31,
|
Period from March 22, (Inception) to December 31, |
|||||||
2021
|
2020
|
|||||||
Long-term
loans from a major stockholder |
239
|
62
|
b. |
Transactions with a related party:
|
December 31,
|
Period from March 22, (Inception) to December 31, |
|||||||
2021
|
2020
|
|||||||
Management
fees to a major stockholder |
49
|
-
|
||||||
Interest
on long-term loans from a major stockholder (reflected in stockholders’ equity) |
13
|
2
|
NOTE 10 |
- |
TAX ON INCOME |
A. |
Tax rates applicable to the income
of the Israeli companies: |
B. |
As of December 31, 2021, the Company
had total net operating losses in Israel of approximately $393
thousand, which may be carried forward and offset against taxable income in the future. |
C. |
Deferred income taxes reflect the
net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the
amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:
|
December
31 |
||||||||
2021
|
2020
|
|||||||
Thousands
U.S. $ |
||||||||
Operating
loss carryforward |
361
|
64
|
||||||
Net deferred
tax asset before valuation allowance |
85
|
15
|
||||||
Valuation
allowance |
(85
|
)
|
(15
|
)
| ||||
Net deferred
tax asset |
-
|
-
|
D. |
Available Carryforwards tax losses:
|
E. |
Due to the Company’s cumulative
losses, the effect of ASC 740 as codified from ASC 740-10 is not material. |
NOTE 11 |
- |
SUBSEQUENT EVENTS |
ITEM
13. |
OTHER
EXPENSES OF ISSUANCE AND DISTRIBUTION. |
|
|
Amount |
| |
SEC registration fee |
|
$ |
1,853.20 |
|
Printer fees and expenses |
$ | 1,000 | ||
Legal fees and expenses |
|
$ |
10,000 |
|
Accountant’s fees
and expenses |
|
$ |
10,000 |
|
Miscellaneous |
|
$ |
1,500 |
|
Total |
|
$ |
24,353.20 |
|
ITEM
14. |
INDEMNIFICATION
OF DIRECTORS AND OFFICERS. |
● |
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. |
ITEM
15. |
RECENT
SALES OF UNREGISTERED SECURITIES |
ITEM
16. |
EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES |
10.9**^ | |
10.10* |
|
101.1 |
The
following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 formatted in Inline
XBRL (eXtensible Business Reporting Language): (i) the Interim Condensed Consolidated Balance Sheets, (ii) the Interim Condensed Consolidated
Statements of Comprehensive Loss, (iii) the Condensed Consolidated Statements of Stockholders Equity, (iv) the Interim Condensed Consolidated
Statements of Cash Flows and (v) related notes to these financial statements, tagged as blocks of text and in detail.** |
101.3 |
The
following materials from the Registrant, formatted in XBRL (Extensible Business Reporting Language): (i) Balance Sheets as of December
31, 2021 and 2020, (ii) Statements of Comprehensive Loss for the years ended December 31, 2021 and 2020, (iii) Statements of Changes in
Stockholders Equity for the years ended December 31, 2021 and 2020, (iv) Statements of Cash Flows for the years ended December 31, 2021
and 2020, and (v) related notes to these financial statements, tagged as blocks of text and in detail.** |
^ |
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. |
# |
To be filed by an amendment. |
ITEM
17. |
UNDERTAKINGS. |
|
(i) |
To include any prospectus
required by Section 10(a)(3) of the Securities Act; |
(ii) |
To reflect in the prospectus
any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table
in the effective registration statement; and |
(iii) |
To include any material
information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to
such information in the registration statement. |
(i) |
Each prospectus filed
by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus
was deemed part of and included in the registration statement; and | |
(ii) |
Each prospectus required
to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the
Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form
of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which
that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that
was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately
prior to such effective date. |
|
ARTEMIS
THERAPEUTICS, INC. | ||
|
|
| |
|
By: |
/s/ Shimon Citron | |
|
|
Name: |
Shimon Citron |
|
|
Title: |
Chief Executive Officer
and Director |
Person |
|
Capacity |
|
Date |
|
|
|
|
|
/s/ Shimon Citron |
|
Chief Executive Officer
and Director |
|
November 20, 2022 |
Shimon Citron |
|
(Principal Executive
Officer) |
|
|
|
|
|
|
|
/s/
David Dana |
|
Chief Financial Officer |
|
November 20, 2022 |
David Dana |
|
(Principal Financial
and Accounting Officer) |
|
|
|
|
November 21, 2022
|
|
Very truly yours,
|
|
|
|
/s/ Sullivan & Worcester LLP
|
(a) |
“Change in Control” means any of the following events: (i) an event occurring after the date hereof of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any
similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended (“Act”), whether or not the Corporation is then subject to such reporting requirement; (ii) any “person” (as such term is used
in Sections 13(d) and 14(d) of the Act), other than a person who is an officer or director of the Corporation on March 20, 2017 (and any of such person’s affiliates), is or becomes “beneficial owner” (as defined in Rule 13d-3 under the Act)
directly or indirectly, of securities of the Corporation representing 35% or more of the combined voting power of the then outstanding securities of the Corporation; (iii) the Corporation is a party to a merger, consolidation, sale of
assets or other reorganization, or a proxy contest, which would result in the voting securities of the Corporation outstanding immediately prior to such transaction or event to no longer represent (either by remaining outstanding or by
being converted into voting securities of a surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of the surviving entity outstanding immediately after such transaction or event and to no
longer have the power to elect at least a majority of the members of the Board of Directors (“Board”) or other governing body of such surviving entity; (iv) during any period of two consecutive years, individuals who at the beginning of
such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Corporation’s stockholders was approved by a vote of at least two-thirds of the directors then still in office
who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board; (v) the approval by the Corporation’s stockholders of a sale or other disposition of all or substantially all of the
assets of the Corporation; or (vi) a liquidation or dissolution of the Corporation.
|
(b) |
The term “Corporate Status” shall mean the status of a person who is or was a director and/or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, partner,
trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.
|
(c) |
The term “Expenses” shall include, without limitation, attorneys’ fees, retainers, court costs (including trial and appeals), witness fees, transcript costs, fees of experts and other professionals, reasonable travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, bonds and all costs related thereto, any federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of any
payments under this Agreement, ERISA and employee benefit plan excise taxes and penalties and all other disbursements, obligations or expenses of the types customarily incurred in connection with or as a result of investigations, judicial
or administrative proceedings or appeals, preparation in anticipation of a Proceeding, being or preparing to be a deponent or witness in, or otherwise participating in, a Proceeding, recovery under any directors' and officers' liability
insurance policies maintained by the Corporation, the interpretation, enforcement or defense of Indemnitee's rights under this Agreement, or the Indemnitee’s rights to indemnification or advancement of expenses under the Certificate of
Incorporation or Bylaws, but shall not include the amount of judgments, fines or penalties against Indemnitee or amounts paid in settlement in connection with such matters.
|
(d) |
The term “Independent Counsel” shall mean an attorney selected by Indemnitee and approved and appointed by a majority vote of a quorum consisting of Disinterested Directors, as defined in Paragraph 9. Notwithstanding the foregoing, the
term “Independent Counsel” does not include any person who (i) under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Corporation or Indemnitee in an action to
determine Indemnitee’s rights under this Agreement or (ii) was otherwise retained to represent the Corporation, the Indemnitee or any other party to the Proceeding giving rise to a claim for indemnification hereunder in the prior three (3)
years.
|
(e) |
References to “other enterprise” shall include employee benefit plans; references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of the Corporation” shall
include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to
the best interests of the Corporation” as referred to in this Agreement.
|
(f) |
The term “Proceeding” shall include any threatened, pending or completed action, suit or proceeding, claim, counterclaim, arbitration, mediation, alternate dispute resolution mechanism, investigation (formal or informal), inquiry and
administrative hearing, whether brought by or in the right of the Corporation or otherwise and whether of a civil, criminal, administrative or investigative nature, and any appeal therefrom.
|
(a) |
In order to obtain indemnification pursuant to Paragraphs 3, 4, 6 or 8 of this Agreement, Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably
available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification or advancement of Expenses. Any such indemnification or advancement of Expenses shall be made promptly,
and in any event within 30 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Paragraphs 3 or 4 the Corporation determines within such 30-day period that such Indemnitee did
not meet the applicable standard of conduct set forth in Paragraphs 3 or 4, as the case may be. Such determination, and any determination pursuant to Paragraph 8 that advanced Expenses must be repaid to the Corporation, shall be made in
each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the Proceeding (“Disinterested Directors”), whether or not a quorum, (b) by a committee of Disinterested
Directors designated by majority vote of Disinterested Directors, whether or not a quorum, (c) if there are no Disinterested Directors, or if Disinterested Directors so direct, by independent legal counsel (who may, to the extent permitted
by applicable law, be regular legal counsel to the Corporation ) in a written opinion or (d) by the stockholders.
|
(b) |
(i) If a determination is made that Indemnitee is not entitled to indemnification, after Indemnitee submits a written request therefor, under this Agreement, then in respect of any threatened, pending or completed Proceeding in which the
Corporation is jointly liability with the Indemnitee (or would be if joined in such Proceeding), the Corporation shall contribute to the amount of Expenses, judgments, fines, penalties, excise taxes and amounts paid in settlement by the
Indemnitee in such proportion as is appropriate to reflect (i) the relative benefits received by the Corporation on the one hand and the Indemnitee on the other hand from the transaction from which the Proceeding arose, and (ii) the
relative fault of the Corporation on the one hand and of the Indemnitee on the other hand in connection with the events that resulted in such Expenses, judgments, fines, penalties, excise taxes or amounts paid in settlement, as well as any
other relevant equitable considerations. The relative fault of the Corporation on the one hand and of the Indemnitee on the other hand shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent the circumstances resulting in such Expenses, judgments, fines, penalties, excise taxes or amounts paid in settlement. The Corporation agrees that it would not be just and equitable if
contribution pursuant to this Section were determined by pro rata allocation or any other method of allocation that does not take into account the foregoing equitable considerations.
|
(a)
|
if to the Indemnitee, to:
|
|
Address:
Attention:
Email:
|
||
(b)
|
if to the Corporation, to:
|
|
ARTEMIS THERAPEUTICS, INC.
_______________________________
Name:
Title: INDEMNITEE
________________________________
Name:
|
Whereas |
The Company is engaged in the production and marketing of various products which include Manuka honey, including cosmetics and honey (The Company’s Field of Activity);
|
And whereas |
The Parties wish that the Employee be employed by the Company in
the position stated in Appendix A to this Agreement, all in accordance with and subject to the provision of this Agreement
below;
|
|
The Company
|
|
The Employee
|
|
|
|
|
|
|
1.
|
Name of Employee:
|
Shimon Citron (ID [**])
|
2.
|
The Position:
|
Company CEO
In the event the Company is merged into a shelf corporation as part of a share exchange
transaction (The Parent Company), the Employee will also serve as CEO of the Parent Company. Under these circumstances, the income of the
Parent Company will be considered part of the Company's income for the purpose of determining the salary (as stated in clause 7 below) and payment of bonuses (as stated in clause 8 below).
|
3.
|
Actions Entailed in the Position:
|
General management of the Company
|
4.
|
Subordinate to:
|
Board of Directors
|
5.
|
Start Date:
|
December 1, 2021. It is clarified that this Agreement will apply retroactively from the
start date of work (December 1, 2021), in accordance with the provisions of the investment agreement dated December 20, 2021, which was made between the Company, the Employee, Adler Chomsky Marketing Communications Ltd. and Eyal Chomsky
Holdings Ltd.
|
6.
|
Notice Period:
|
90 days
|
7.
|
Salary:
|
The Employee’s salary will amount to (gross) ILS 25,000 (twenty-five thousand new
shekels) per month.
Once the Company reaches a positive cash-flow for at least 3 months and subject to the
company’s forecast for a positive cash-flow even after those 3 months, the monthly salary will increase to ILS 40,000 (forty thousand new shekels) gross starting from the day after said three months.
Once the Company reaches operational profitability for at least 3 months and subject to
the company’s forecast for operational profitability even after those 3 months, the monthly salary will increase to ILS 55,000 (fifty-five thousand new shekels) gross starting from the day after said three months.
|
8.
|
Bonuses:
|
1. Regarding each calendar year during which the Company’s total revenues reach at least $2,000,000 (two million US dollars), the Employee will be entitled to receive a bonus from the Company in a
gross amount equal to 3 (three) monthly salaries (according to the Employee’s last full monthly salary).
2. Regarding each calendar year during which the Company’s total revenues reach at least $4,000,000 (four million US dollars), the Employee will be entitled to receive a bonus from the Company in
a gross amount equal to 5 (five) monthly salaries (according to the Employee’s last full monthly salary).
3. Regarding each calendar year during which the Company’s total revenues reach at least $7,000,000 (seven million US dollars), the Employee will be entitled to receive a bonus from the Company
in a gross amount equal to 8 (eight) monthly salaries (according to the Employee’s last full monthly salary).
4. These bonuses will be paid to the Employee, in relation to each calendar year, along with the December salary of that year (which will be paid in January of the following year).
|
Notwithstanding the above, it is agreed that in the event the Employee ceases to be
CEO of the Company, the amounts of the aforementioned bonuses will be paid to the Employee no later than the date on which the Company pays the Employee the last salary for the period in which the Employee served as CEO of the Company. In
this case, the bonuses will be calculated according to the Company’s revenue in the months in which the Employee worked for the Company in that calendar year and the bonus will be calculated proportionally, e.g., if the Employee stops working
at the end of June of a certain year and the Company’s total revenues during the months of January-June of that year reach $2,000,000, the Employee will be entitled to receive a bonus of 2.5 salaries.
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9. Executive Insurance
/ Pension Fund: |
At the time of signing this Agreement, the Employee and the Company will sign an
agreement in the format attached as Appendix B to this Agreement, in accordance
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with the provisions of the general approval regarding employer payments to a pension
fund and an insurance fund in lieu of severance pay which was published by the Minister of Labor in accordance with the provisions of Section 14 of the Severance Pay Law, 5723-1963 (General Approval).
The Company and the Employee will make provisions for executive insurance / pension
fund, according to the Employee’s choice, at the necessary rates according to the General Approval. It is clarified that the aforementioned provisions will be made in relation to the Employee’s full salary.
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10. Further Education Fund:
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The Company and the Employee will set aside the following amounts to a recognized
further education fund for income tax purposes: the Company will set aside an amount at the rate of 7.5% of the salary; 2.5% of the salary will be paid by the Employee and deducted from the salary by the Company. It is clarified that the
aforementioned provisions will be made in relation to the Employee’s full salary.
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11. Annual
Vacation:
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The Employee will be entitled to 30 days of vacation annually during the Agreement
Period.
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12. Vehicle
Expenses:
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The Employee will be entitled to receive vehicle expense reimbursement from the
Company, in the amount (gross) of ILS 5,000 (five thousand new shekels) per month.
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13. Retirement
Grant:
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In any event of termination of the contract between the Employee and the Company, for
whatever reason, the Employee will be entitled to receive a retirement grant in the amount of 6 (six) monthly salaries (according to the Employee’s last full monthly salary) from the Company.
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