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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Artemis Therapeutics Inc (PK) | USOTC:ATMS | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.498 | 0.181 | 0.50 | 0.00 | 01:00:00 |
☒
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
DELAWARE
|
84-1417774
|
(State or other jurisdiction of
|
(I.R.S. employer
|
incorporation or organization)
|
identification no.)
|
|
|
18 EAST 16
TH
STREET, SUITE 307, NEW YORK, NY
|
10003
|
(Address of principal executive offices)
|
(Zip code)
|
Large accelerated filer
☐
|
Accelerated filer
☐
|
|
|
Non-accelerated filer ☒
Smaller Reporting Company
☒
Emerging Growth Company
☐
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PAGE
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4 | ||
12 | ||
12 | ||
12 | ||
12 | ||
12 | ||
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12 | ||
12 | ||
12 | ||
13 | ||
15 | ||
15 | ||
15 | ||
16 | ||
16 | ||
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17 | ||
17 | ||
18 | ||
19 | ||
21 | ||
21 | ||
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22 | |
22 | ||
23 | ||
24 |
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·
|
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;
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·
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announcements of new products or services by us or our competitors;
|
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·
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reductions in the market share of our products;
|
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·
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announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
|
|
·
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general technological, market or economic trends;
|
|
·
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investor perception of our industry or prospects;
|
|
·
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insider selling or buying;
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|
·
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investors entering into short sale contracts;
|
|
·
|
regulatory developments affecting our industry; and
|
|
·
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additions or departures of key personnel.
|
|
·
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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;
|
|
·
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sales of our common stock;
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|
·
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our ability to execute our business plan;
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|
·
|
operating results that fall below expectations;
|
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·
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loss of any strategic relationship;
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|
·
|
regulatory developments;
|
|
·
|
economic and other external factors; and
|
|
·
|
period-to-period fluctuations in our financial results.
|
ITEM 2. PROPERTIES.
|
|
|
ITEM 3. LEGAL PROCEEDINGS.
|
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
|
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|
ITEM 9B. OTHER INFORMATION.
|
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
|
NAME
|
|
AGE
|
|
POSITION
|
EXECUTIVE OFFICERS
|
|
|
|
|
Chanan Morris
|
|
53
|
|
Chief Financial Officer
|
Dana Wolf
|
61
|
Chief Scientific Officer
|
||
Israel Alfassi
|
|
50
|
|
Director, Chief Executive Officer of Artemis Pharma, Inc.
|
|
Name and Principal Position
|
Year
|
Salary
|
Bonus
|
Equity
Awards |
Option
Awards |
All Other
Compensation |
Total
|
||||||||||||||||||||
Chanan Morris
|
2018
|
42
|
(1) |
-
|
-
|
-
|
-
|
42
|
|||||||||||||||||||
Chief Financial Officer
|
2017
|
42
|
(1) |
-
|
-
|
-
|
-
|
42
|
|||||||||||||||||||
Brian Culley
|
2018
|
96
|
(2) |
-
|
-
|
-
|
-
|
96
|
|||||||||||||||||||
Chief Executive Officer
|
2017
|
63
|
-
|
-
|
-
|
-
|
63
|
Shareholder (1)
|
Beneficial
Ownership |
Percent of
Class (2)
|
||||||
Israel Alfassi
|
253,460
|
4
|
%
|
|||||
Chanan Morris
|
11,458
|
*
|
%
|
|||||
Dana Wolf
|
91,528
|
(3) |
1
|
%
|
||||
Officers and Directors as a group (3 persons)
|
362,002
|
5
|
%
|
|||||
Other 5% Holders
|
||||||||
Tonak Ltd.
|
2,833,054
|
(4) |
41
|
%
|
||||
Zavit Holdings Ltd.
|
385,461
|
(5) |
6
|
%
|
|
(1)
|
The address for all stockholders listed above is 18 East 16th Street, Suite 307, New York, NY.
|
|
(2)
|
Based upon 6,841,888 shares of fully diluted common stock on as a converted basis outstanding as of April 10, 2019.
|
|
(3)
|
Represents shares underlying stock options issued to Dr. Wolf & Hadasit effective as of August 23, 2016.
|
|
|
|
|
(4)
|
Consists of 2,833,054 shares of common stock beneficially owned by Tonak Ltd. Mr. Nadav Kidron is the natural person with voting and dispositive power over our securities held by Tonak Ltd.
|
|
|
|
|
(5)
|
Consists of 385,461 shares of common stock beneficially owned by Zavit Holdings, Ltd. Mr. Amiad Solomon is the natural person with voting and dispositive power over our securities held by Zavit Holdings, Ltd.
|
PLAN CATEGORY
|
NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS
|
WEIGHTED-AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS
|
NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (A))
|
|||||||||
|
||||||||||||
Equity compensation plans approved by security holders
|
-
|
$
|
-
|
43,069
|
||||||||
Equity compensation plans not approved by security holders
|
-
|
$
|
-
|
0
|
||||||||
Total of all directors and current executive officers (3 persons)
|
-
|
43,069
|
|
FISCAL YEAR ENDED
|
FISCAL YEAR ENDED
|
||||||
|
DECEMBER 31, 2018
|
DECEMBER 31, 2017
|
||||||
|
||||||||
Audit fees (1)
|
$
|
28
|
$
|
22
|
||||
Audit related fees
|
$
|
0
|
$
|
0
|
||||
Tax fees
|
$
|
0
|
$
|
0
|
||||
All other fees
|
$
|
0
|
$
|
0
|
||||
Total
|
$
|
28
|
$
|
22
|
(1) |
Audit fees consisted of audit work performed in the preparation of financial statements, and work generally only the independent auditor can reasonably be expected to provide, such as statutory audits.
|
1. |
AUDIT
services include audit work performed in the preparation of financial statements, as well as work that generally only the independent registered public accounting firm can reasonably be expected to provide, including comfort letters, statutory audits, and attest services and consultation regarding financial accounting and/or reporting standards.
|
2. |
AUDIT-RELATED
services are for assurance and related services that are traditionally performed by the independent registered public accounting firm, including due diligence related to mergers and acquisitions, employee benefit plan audits and special procedures required to meet certain regulatory requirements.
|
3. |
TAX
services include services related to tax compliance, tax planning and tax advice.
|
4. |
OTHER FEES
are those associated with services not captured in the other categories.
|
EXHIBIT NO.
|
|
DESCRIPTION
|
|
|
|
|
|
|
|
||
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
|
101.1
|
|
The following materials from the Company’s Annual Report on Form 10-K for the period ended December 31, 2018 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Statements of Changes in Stockholders’ Deficiency, (iv) the Consolidated Statements of Cash Flows and (v) related notes to these financial statements, tagged as blocks of text and in detail.**
|
PAGE
|
|
Financial Statements:
|
|
F-2
|
|
F-3
|
|
F-4
|
|
F-5
|
|
F-6
|
|
F-7 - F-17
|
As of
December 31,
|
As of
December 31,
|
|||||||||||
Note
|
2018
|
2017
|
||||||||||
ASSETS
|
||||||||||||
Current assets
|
||||||||||||
Cash and cash equivalents
|
7
|
525
|
||||||||||
Other accounts receivable and prepaid expenses
|
20
|
58
|
||||||||||
Total current assets
|
27
|
583
|
||||||||||
TOTAL ASSETS
|
27
|
583
|
||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||||||
Current liabilities
|
||||||||||||
Accrued expenses and other payables
|
161
|
53
|
||||||||||
Derivative warrant liabilities
|
7B
|
163
|
428
|
|||||||||
Total current liabilities
|
324
|
481
|
||||||||||
Total Liabilities
|
324
|
481
|
||||||||||
Shareholders' equity
|
||||||||||||
Preferred A stock, $0.01 par value - Authorized: 10,000,000 shares; issued and outstanding: 453 shares as of December 31, 2018 and 2017
Preferred C stock, $0.01 par value - Authorized: 250 shares; issued and outstanding: 250 shares as of December 31, 2018 and 2017
Common stock, $0.01 par value - Authorized: 51,000,000; issued and outstanding: 5,153,380 as of December 31, 2018 and 2017
|
52
|
52
|
||||||||||
Additional paid in capital
|
7
|
1,571
|
1,457
|
|||||||||
Accumulated deficit
|
(1,920
|
)
|
(1,407
|
)
|
||||||||
Total shareholders' equity
|
(297
|
)
|
102
|
|||||||||
TOTAL
LIABILITIES AND
STOCKHOLDERS’ EQUITY
|
27
|
583
|
Year Ended
December 31, 2018
|
Year Ended
December 31, 2017
|
|||||||
Research and development expenses
|
246
|
309
|
||||||
General and administrative
|
526
|
730
|
||||||
Operating loss
|
772
|
1,039
|
||||||
Finance Income (expense)
|
259
|
(104
|
)
|
|||||
Net loss
|
513
|
1,143
|
||||||
Loss per share:
|
||||||||
Basic and diluted net loss per share
|
(0.08
|
)
|
(0.20
|
)
|
||||
Weighted average number of common stocks used in calculation of net loss per Common share (*):
|
||||||||
Basic and diluted
|
5,153,380
|
4,893,022
|
Common
Stock
|
Preferred
Stock A
|
Preferred
Stock C
|
Additional
paid-in Capital
|
Accumulated
|
Total shareholders
'
|
|||||||||||||||||||||||||||||||
Number of Shares
|
USD
|
Number
|
Amount
|
Number
|
Amount
|
(deficiency)
|
Equity
|
|||||||||||||||||||||||||||||
Balance as of December 31, 2016
|
4,818,178
|
49
|
453
|
(*
|
)
|
1,129
|
(264
|
)
|
914
|
|||||||||||||||||||||||||||
Share based compensation
|
106
|
106
|
||||||||||||||||||||||||||||||||||
Issuance of stocks, preferred stocks and warrants
|
300,000
|
3
|
250
|
(*
|
)
|
222
|
225
|
|||||||||||||||||||||||||||||
Exercised options
|
35,202
|
(*
|
)
|
(*
|
)
|
|||||||||||||||||||||||||||||||
Net Loss
|
(1,143
|
)
|
(1,143
|
)
|
||||||||||||||||||||||||||||||||
Balance as of December 31, 2017
|
5,153,380
|
52
|
453
|
(*
|
)
|
250
|
(*
|
)
|
1,457
|
(1,407
|
)
|
102
|
||||||||||||||||||||||||
Share based compensation
|
114
|
114
|
||||||||||||||||||||||||||||||||||
Net loss
|
(513
|
)
|
(513
|
)
|
||||||||||||||||||||||||||||||||
Balance as of December 31, 2018
|
5,153,380
|
52
|
453
|
(*
|
)
|
250
|
(*
|
)
|
1,571
|
(1,920
|
)
|
(297
|
)
|
Year
Ended
December 31, 2018
|
Year Ended
December 31, 2017
|
|||||||
Net cash used in operating activities
|
||||||||
Net Loss
|
(513
|
)
|
(1,143
|
)
|
||||
Share based compensation expenses
|
114
|
106
|
||||||
Decrease in other accounts receivable and prepaid expenses
|
38
|
7
|
||||||
Increase (decrease) in accrued expenses and other payables
|
108
|
(5
|
)
|
|||||
Change in the fair value of derivative warrant liability
|
(265
|
)
|
109
|
|||||
Net cash used in operating activities
|
(518
|
)
|
(926
|
)
|
||||
Cash flows from financing activities
|
||||||||
Exercise of options
|
-
|
(*
|
)
|
|||||
Issuance of common stock, preferred stock and warrants
|
-
|
544
|
||||||
Cash flows from financing activities
|
-
|
544
|
||||||
Increase (decrease) in cash and cash equivalents
|
(518
|
)
|
(382
|
)
|
||||
Cash and cash equivalents at the beginning of the period
|
525
|
907
|
||||||
Cash and cash equivalents at the end of the period
|
7
|
525
|
A. |
New York Global Innovations Inc. (the "Predecessor Company") was originally incorporated under the laws of the State of Nevada, on April 22, 1997. On July 8, 2003, the Predecessor Company effected a reincorporation from Nevada to Delaware through a merger with and into its wholly-owned subsidiary, Inksure Technologies (Delaware) Inc., which was incorporated on September 30, 2003. The surviving corporation in the merger was Inksure Technologies (Delaware) Inc., which thereupon renamed itself Inksure Technologies Inc. In 2014, following the sale of its assets to Spectra Systems Corporation, the Predecessor Company changed its name to New York Global Innovations Inc.
|
B. |
Establishment of Artemis (the "accounting acquirer"):
|
NOTE 2 |
- SIGNIFICANT ACCOUNTING POLICIES
|
A. |
Basis of Presentation
|
NOTE 2 |
- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
C. |
Cash and cash equivalents
|
D. |
Fair value of financial instruments:
|
E. |
Financial statement in U.S. dollars:
|
H. |
Income Tax
|
J. |
Recent Accounting Standards:
|
As of
December 31,
2018
|
As of
December 31,
2017
|
|||||||
Deferred tax assets:
|
||||||||
Deferred taxes due to carryforward losses
|
2,864
|
2,763
|
||||||
Valuation allowance
|
(2,864
|
)
|
(2,763
|
)
|
||||
Net deferred tax asset
|
-
|
-
|
As of
December 31,
2018
|
As of
December 31,
2017
|
|||||||
Israel
|
4,799
|
4,684
|
||||||
United States (*)
|
8,385
|
7,988
|
||||||
13,184
|
12,672
|
ISSUANCE DATE
|
NUMBER OF WARRANTS
|
EXERCISE PRICE
|
EXERCISABLE THROUGH
|
||||||
|
|
||||||||
October 2017 *
|
275,000
|
$
|
2.00
|
October 2022
|
|
Year
Ended
December 31,
2018
|
Year
Ended
December 31,
2017
|
||||||
Net loss attributable to shareholders of the company
|
513
|
1,143
|
||||||
Net loss attributable to shareholders of preferred shares
|
77
|
171
|
||||||
|
||||||||
Net loss used in the calculation of basic loss per share
|
436
|
972
|
||||||
|
||||||||
Net loss per share
|
(0.08
|
)
|
(0.20
|
)
|
||||
|
||||||||
Weighted average number of common stock used in the calculation of net loss per share
|
5,153,380
|
4,893,022
|
A. |
Stockholders Rights:
|
B. |
Issuance of Shares:
|
C. |
Reverse Stock Split:
|
D. |
Options issued to consultants and employees:
|
For the Twelve months ended
December 31, 2018
|
||||||||||||
Number of stock options
|
Weighted average exercise price
|
Aggregate intrinsic value
|
||||||||||
Outstanding at beginning of period
|
334,168
|
0.95
|
||||||||||
Granted
|
98,528
|
1.30
|
||||||||||
Exercised
|
-
|
-
|
||||||||||
Cancelled
|
181,980
|
1.30
|
||||||||||
Outstanding at end of period
|
250,716
|
0.83
|
54,002
|
|||||||||
Options exercisable at period end
|
212,174
|
0.74
|
54,002
|
Exercise price
|
Stock options outstanding as of
December 31,
|
Weighted average remaining
contractual life – years as of
December 31,
|
Stock options exercisable as of
December 31,
|
|||||||||||||||||||||||
$
|
2 0 1 8
|
2 0 1
7
|
2 0 1 8
|
2 0 1 7
|
2 0 1 8
|
2 0 1 7
|
||||||||||||||||||||
0.01
|
91,528
|
91,528
|
7.64
|
8.64
|
91,528
|
49,283
|
||||||||||||||||||||
1.30
|
60,660
|
242,640
|
8.61
|
9.68
|
60,660
|
20,220
|
||||||||||||||||||||
1.30
|
98,528
|
-
|
9.21
|
-
|
59,986
|
-
|
||||||||||||||||||||
250,716
|
334,168
|
8.46
|
9.40
|
212,174
|
69,503
|
SIGNATURE
|
|
TITLE
|
|
DATE
|
|
|
|
|
|
/s/ Chanan Morris
|
|
Chief Financial Officer
|
|
April 15
,
2019
|
By: Chanan Morris
|
|
(Principal Executive Officer and Principal Financial and Accounting Officer)
|
|
|
/s/ Chanan Morris
|
|
Chief Financial Officer
|
April 15
,
2019
|
|
By: Chanan Morris
|
|
(Principal Executive Officer and Principal Financial and Accounting Officer)
|
/s/ Israel Alfassi
|
|
Director
|
April 15, 2019
|
|
By: Israel Alfassi
|
1 Year Artemis Therapeutics (PK) Chart |
1 Month Artemis Therapeutics (PK) Chart |
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