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): May 22, 2023
 
Manuka, 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)
 
Artemis Therapeutics, Inc.
(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 May 18, 2023, Manuka, Inc. (formerly known as Artemis Therapeutics, Inc. (the "Company”)), filed a Certificate of Amendment (the “Certificate of Amendment”) to its Certificate of Incorporation, as amended, with the State of Delaware Division of Corporations to change its corporate name to Manuka, Inc. A copy of the Certificate of Amendment is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 9.01  Financial Statements and 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.
 
 
MANUKA, INC.
 
 
 
Dated: May 22, 2023
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 of Directors of the Corporation (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 FIRST of the Certificate of Incorporation of said Corporation:

“FIRST: The name of the Corporation is Manuka, Inc.”

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.

[Signature page follows]


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 18th day of May 2023.

 
ARTEMIS THERAPEUTICS, INC.

By: /s/ Shimon Citron          
       Shimon Citron
       Chief Executive Officer