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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 |
(State or other jurisdiction of
incorporation or organization)
|
84-1417774
(I.R.S. employer
identification no.)
|
18
EAST 16TH STREET, SUITE
307 NEW
YORK, NY
(Address of principal executive offices)
|
10003
(Zip code) |
SECURITIES
REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
| ||||
Title
of each class |
Trading
Symbol |
Name
of each exchange on which registered | ||
Common
Stock, par value $0.01 per share |
ATMS
|
OTCQB
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
TABLE
OF
CONTENTS | ||
PAGE | ||
1 | ||
1 | ||
4 | ||
12 | ||
12 | ||
12 | ||
12 | ||
12 | ||
12 | ||
12 | ||
13 | ||
15 | ||
15 | ||
15 | ||
16 | ||
16 | ||
16 | ||
17 | ||
17 | ||
18 | ||
19 | ||
21 | ||
21 | ||
23 | ||
23 | ||
23 | ||
24 |
(A) |
No
or nominal operations; and |
(B) |
Either: |
(1) |
No
or nominal assets; |
(2) |
Assets
consisting solely of cash and cash equivalents; or |
(3) |
Assets
consisting of any amount of cash and cash equivalents and nominal other assets. |
• |
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. |
NAME |
AGE |
POSITION | ||
EXECUTIVE
OFFICERS |
||||
Chanan
Morris |
56 |
Chief
Financial Officer | ||
Dana
Wolf |
64 |
Chief
Scientific Officer | ||
Israel Alfassi | 53 | 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 |
2021 |
$ |
42 |
(1) |
- |
- |
- |
- |
42 |
|||||||||||||||||
Chief
Financial Officer |
2020 |
$ |
42 |
(1) |
- |
- |
- |
- |
42 |
(1) |
Mr.
Morris receives a monthly fee of $3,500 in connection with a consulting arrangement with the Company. |
Shareholder
(1) |
Beneficial
Ownership |
Percent
of
Class
(2) |
||||||
Israel
Alfassi |
253,460 |
5 |
% | |||||
Chanan
Morris |
23,958 |
* |
% | |||||
Dana
Wolf |
126,730(3) |
2 |
% | |||||
Officers
and Directors as a group (3 persons) |
404,148 |
7 |
% | |||||
Other
5% Holders |
||||||||
Tonak
Ltd. |
2,833,054(4) |
55 |
% | |||||
Zavit
Holdings Ltd. |
385,461(5) |
7 |
% |
*
less than 1% |
(1) |
The
address for all stockholders listed above is 18 East 16th Street, Suite 307, New York, NY. |
(2) |
Based
upon 5,153,461 shares of common stock issued and outstanding as of March 3, 2022. |
(3) |
Represents
shares underlying stock options issued to Dr. Wolf 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 DECEMBER 31,
2021 |
FISCAL
YEAR ENDED DECEMBER 31,
2020 |
|||||||
Audit
fees (1) |
$ |
26 |
$ |
26 |
||||
Audit
related fees |
$ |
0 |
$ |
0 |
||||
Tax
fees |
$ |
0 |
$ |
0 |
||||
All
other fees |
$ |
0 |
$ |
0 |
||||
Total |
$ |
26 |
$ |
26 |
PAGE | |
Financial Statements: |
|
|
|
Report of Independent
Registered Public Accounting Firm (PCAOB ID No. 1197)
|
F-2 |
|
|
F-3 | |
|
|
F-4 | |
|
|
F-5 | |
Consolidated Statements of Cash Flows | F-6 |
Notes to Financial Statements | F-7 - F-16 |
Note
|
As
of
December
31,
2021
|
As
of
December
31,
2020
|
|||||||||
ASSETS
|
|||||||||||
Current
assets |
|||||||||||
Cash
and cash equivalents |
1
|
1
|
|||||||||
Other
accounts receivable and prepaid expenses |
6
|
10
|
|||||||||
Total
current assets |
7 |
11
|
|||||||||
TOTAL
ASSETS |
7
|
11
|
|||||||||
LIABILITIES
AND STOCKHOLDERS’ DEFICIENCY |
|||||||||||
Current
liabilities |
|||||||||||
Accrued
expenses and other payables |
307
|
246
|
|||||||||
Short
Term Loans |
30
|
0
|
|||||||||
Related
parties |
8
|
166
|
110
|
||||||||
Total
current liabilities |
503
|
356
|
|||||||||
Long
term Liabilities |
|||||||||||
Related
Parties |
8
|
0
|
0
|
||||||||
Total
Liabilities |
503
|
356
|
|||||||||
Shareholders’ deficiency
|
|||||||||||
Preferred
A stock, $0.01
par value – Authorized: 10,000,000
shares; issued and outstanding: 453
shares as of December 31, 2021 and 2020
Preferred
C stock, $0.01
par value – Authorized: 250
shares; issued and outstanding: 250
shares as of December 31, 2021 and December 31, 2020
Common
stock, $0.01
par value – Authorized: 51,000,000;
issued and outstanding: 5,153,461
as of December 31, 2021 and 2020 |
52
|
52
|
|||||||||
Additional
paid in capital |
7
|
1,937
|
1,921
|
||||||||
Accumulated
deficit |
(2,485
|
)
|
(2,318
|
)
| |||||||
Total
shareholders' deficiency |
(496
|
)
|
(345
|
)
| |||||||
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY |
7
|
11
|
(*) Represents an amount lower than $1 USD
|
|||||||||||
The
accompanying notes are an integral part of the financial statements. |
Year
Ended
December
31, |
Year
Ended
December
31, |
|||||||
2021
|
2020
|
|||||||
General
and administrative |
154
|
167
|
||||||
Operating
loss |
154
|
167
|
||||||
Finance
expenses |
(13
|
)
|
(7
|
)
| ||||
Income
Tax Benefit |
-
|
53
|
||||||
Net
loss |
167
|
121
|
||||||
Loss
per share: |
||||||||
Basic
and diluted net loss per share |
(0.03
|
)
|
(0.02
|
)
| ||||
Weighted
average number of common stocks used in calculation of net loss per Common share (*): |
||||||||
Basic
and diluted |
5,153,461
|
5,153,461
|
The
accompanying notes are an integral part of the financial statements. |
Common
Stock
|
Preferred
Stock
A |
Preferred
Stock
C |
Additional
|
Total
|
||||||||||||||||||||||||||||||||
Number
of
Shares
|
USD |
Number
|
Amount
|
Number
|
Amount
|
paid-in
Capital
|
Accumulated
(deficiency)
|
shareholders'
Equity
|
||||||||||||||||||||||||||||
Balance
as of December 31, 2019 |
5,153,461
|
52
|
453
|
( | ) |
250
|
( | ) |
1,907
|
(2,197
|
)
|
(238
|
)
| |||||||||||||||||||||||
Share based compensation |
14
|
14
|
||||||||||||||||||||||||||||||||||
Net
loss |
(121
|
)
|
(121
|
)
| ||||||||||||||||||||||||||||||||
Balance
as of December 31, 2020 |
5,153,461
|
52
|
453
|
( | ) |
250
|
( | ) |
1,921
|
(2,318
|
)
|
(345
|
)
| |||||||||||||||||||||||
Share
based compensation |
16
|
16
|
||||||||||||||||||||||||||||||||||
Net
loss |
(167
|
)
|
(167
|
)
| ||||||||||||||||||||||||||||||||
Balance
as of December 31, 2021 |
5,153,461
|
52
|
453
|
( | ) |
250
|
( | ) |
1,937
|
(2,485
|
)
|
(496
|
) |
Year
Ended
December
31,
2021
|
Year
Ended
December
31,
2020
|
|||||||
Net
cash used in operating activities |
||||||||
Net
Loss |
(167
|
)
|
(121
|
)
| ||||
Share
based compensation expenses |
16
|
14
|
||||||
Decrease
in other accounts receivable and prepaid expenses |
4
|
10
|
||||||
Increase in accrued expenses and other payables |
61
|
89
|
||||||
Increase
in related parties liabilities |
13
|
7
|
||||||
Net
cash used in operating activities |
(73
|
)
|
(1
|
)
| ||||
Cash
flows from financing activities |
||||||||
Related
party loans |
43
|
-
|
||||||
Loan
from third party |
30
|
- | ||||||
Cash
flows from financing activities |
73
|
-
|
||||||
Decrease
in cash and cash equivalents |
0
|
(1
|
)
| |||||
Cash
and cash equivalents at the beginning of the period |
1
|
2
|
||||||
Cash
and cash equivalents at the end of the period |
1
|
1
|
(*)
Represents an amount lower than 1 USD
|
||||||||
The
accompanying notes are an integral part of the financial statements |
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. On August
23, 2016, the Predecessor Company consummated an agreement and plan of merger (the “Merger Agreement”) with Artemis Pharma
Inc.
The Merger between the
Predecessor Company and Artemis was accounted for as a reverse recapitalization. As the stockholders of Artemis received the largest ownership
interest in the Predecessor Company, Artemis was determined to be the “accounting acquirer” in the reverse acquisition. As
a result, the historical financial statements of the Predecessor Company were replaced with the historical financial statements of Artemis.
Following the Merger, the Predecessor Company and its subsidiary, Artemis, are collectively referred to as the “Company.”
Based on the lack of
Company business activities since January 10, 2019, our Company is classified as a “shell” company as defined by the Securities
and Exchange Commission (the “SEC”).
|
B. |
Establishment
of Artemis (the "accounting acquirer"): |
A. |
Basis
of Presentation |
B. |
Use
of estimates in the preparation of financial statements: |
C. |
Cash
and cash equivalents |
D. |
Fair
value of financial instruments: |
E. |
Financial statement in U.S. dollars: |
F. |
Basic
and diluted net loss per share: |
H. |
Income
Tax |
I. |
Share-based
compensation: |
On May 31, 2016, Artemis entered into the License Agreement with Hadasit and RDC, pursuant to which Artemis acquired a worldwide, royalty-bearing license based on net sales to make any and all use of certain patents and know-how owned by Hadasit and RDC relating to Artemisone. Artemis primarily relied on the License Agreement with respect to the development of Artemisone, its lead product candidate. As part of the License Agreement, Artemis agreed to certain development and investment milestones. Additionally, Artemis agreed to certain investment milestones, including the requirement to obtain financing of not less than $700 within seven months of the closing of the Merger on August 23, 2016 (such time, the “Effective Time”), $1 million within 12 months of the Effective Time and $2 million within 24 months of the Effective Time. In the event that Artemis failed to meet development or investment milestones as set forth in the License Agreement, Hadasit had the right to terminate the License Agreement.
On January 10, 2019, the Company received the Notice from Hadasit regarding the immediate termination of the License Agreement. The License Agreement was terminated as a result of the non- payment for certain sponsored research fees, patent expenses, patent maintenance fees and consulting fees.
NOTE 4 - INCOME TAX
A. |
Tax
rates applicable to the income |
B. |
Deferred
income taxes |
As
of
December
31,
2021
|
As
of
December
31,
2020
|
|||||||
Deferred
tax assets: |
||||||||
Deferred
taxes due to carryforward losses |
2,941
|
2,906
|
||||||
Valuation
allowance |
(2,941
|
) |
(2,906
|
)
| ||||
Net
deferred tax asset |
-
|
-
|
C. |
Tax
loss carry-forwards |
|
As
of
December
31, |
As
of
December
31, |
||||||
2021
|
2020
|
|||||||
Israel
|
5,019
|
4,974
|
||||||
United
States (*) |
8,509
|
8,392
|
||||||
13,528
|
13,366
|
Net operating losses in Israel may be carried forward indefinitely. Net operating losses in the U.S. are available through .
NOTE 5 – WARRANTS ISSUED TO INVESTORS
ISSUANCE DATE
|
NUMBER OF WARRANTS
|
EXERCISE PRICE
|
|
EXERCISABLE THROUGH
| |||
October 2017
|
275,000
|
$ |
2.00
|
|
|
NOTE 6 - Computation of Net Loss per Share
Year
Ended
December
31, |
Year
Ended
December
31, |
|||||||
2021
|
2020
|
|||||||
Net
loss attributable to shareholders of the company |
167
|
121
|
||||||
Net
loss attributable to shareholders of preferred shares |
25
|
18
|
||||||
Net
loss used in the calculation of basic loss per share |
142
|
103
|
||||||
Net
loss per share |
(0.03
|
)
|
(0.02
|
)
| ||||
Weighted
average number of common stock used in the calculation of net loss per share |
5,153,461
|
5,153,461
|
NOTE 7 - STOCK CAPITAL
A. Stockholders Rights:
Shares of common stock confer upon their holders the right to receive notice to participate and vote in general meetings of shareholders of the Company, the right to receive dividends, if declared, and the right to receive a distribution of any surplus of assets upon liquidation of the Company.
The Series A Convertible Preferred shares confer 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 common stock.
The Series C Convertible Preferred shares confer upon their holders the right to receive dividends when paid to holders of common stock of the Company on an as-converted basis. The shares of Series C Convertible Preferred Stock have 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 other securities
B. Issuance of Shares:
On August 19, 2016 and prior to consummation of the merger, Artemis issued 524 shares of common stock (221,307 shares as adjusted to reflect the reverse recapitalization and reverse stock split) for an aggregate purchase price of $127, which was received in October 2016.
In August 2016, immediately upon consummation of the Merger, the Company issued 68,321 shares of the Company’s common stock, as well as 453 shares of the Company’s newly designated Series A Convertible Preferred Stock convertible into 658,498 shares of common stock, to an investor for an aggregate purchase price of $481,000 (net of issuance expenses).
In October 2017, the Company issued 300,000 shares of the Company’s common stock, warrants to purchase 275,000 shares of common stock, as well as 250 shares newly designated Series C Convertible Preferred Stock to investors for an aggregate purchase price of $550,000 less issuance expenses. Each share of Series C Convertible Preferred Stock is convertible into 1,000 shares of common stock, subject to adjustments in the event of future financing at a price of less than the conversion price. Preferred shares confer upon their holders the right to receive dividends when paid to holders of common stock of the Company on an as-converted basis. The holders of shares of Series C Convertible Preferred Stock have 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 other securities.
For the Twelve months ended
December 31, 2021 |
||||||||||||
Number of stock
options |
Weighted
average
exercise
price |
Aggregate
intrinsic value |
||||||||||
Outstanding at beginning of period |
141,528
|
0.47
|
35,513
|
|||||||||
Granted |
-
|
|||||||||||
Exercised |
-
|
|||||||||||
Cancelled |
||||||||||||
Outstanding at end of period |
141,528
|
0.46
|
86,036
|
|||||||||
Options exercisable at period end |
140,486
|
0.47
|
86,036
|
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 2 1 |
2 0 2 0 |
2 0 2 1 |
2 0 2 0 |
2 0 2 1 |
2 0 2 0 |
|||||||||||||||||||
0.01
|
91,528
|
91,528
|
4.64
|
5.64
|
91,528
|
91,528
|
|||||||||||||||||||
1.30
|
-
|
-
|
- |
-
|
|||||||||||||||||||||
1.30
|
50,000
|
50,000
|
6.21
|
7.21
|
48,958
|
36,458
|
|||||||||||||||||||
141,528 | 141,528 | 5.17 | 6.17 |
140,486
|
127,986
|
NOTE 8 - RELATED PARTIES
On May 15, 2019, the Company issued two unsecured promissory notes (each, a “Note” and collectively the “Notes”) in the aggregate principal amount of $100,000 to two related parties. $20,000 and $30,000 of the funds were received by the Company on March 22, 2019, and April 4, 2019, respectively. The balance of the funds was received in May 2019. Each Note accrues interest at a rate of 6% per annum until the Note is repaid in full. All payments of principal, interest and other amounts under each Note are payable by June 30, 2021 In addition, On November 4, 2021, the Company issued an unsecured promissory notes (each, a “Subsequent Note” and collectively the “Subsequent Notes”) in the aggregate principal amount of $30,000, with original issuance date of August 15, 2021. Each Note accrues interest at a rate of 10% per annum until the Note is repaid in full. All payments of principal, interest and other amounts under each Note are payable by December 19, 2021. The proceeds of the Notes were used by the Company for general working capital purposes. Related parties also includes $14,000 of Company operating expenses which were paid for by Nadav Kidron.
NOTE 9 - SUBSEQUENT EVENTS
In accordance with ASC 855 “Subsequent Events” the Company evaluated subsequent events through the date the condensed consolidated financial statements were issued. The Company concluded that no subsequent events have occurred that would require recognition or disclosure in the condensed consolidated financial statements.
SIGNATURE |
ARTEMIS THERAPEUTICS, INC.
TITLE |
DATE | ||
/s/ Chanan Morris |
Chief Financial Officer |
March 3, 2022 | ||
By: Chanan Morris |
(Principal Executive Officer and Principal Financial and Accounting
Officer) |
/s/ Chanan Morris |
Chief Financial Officer |
March 3, 2022 | ||
By: Chanan Morris |
(Principal Executive Officer and Principal Financial and Accounting
Officer) |
| ||
/s/ Israel Alfassi |
Director |
March 3, 2022 | ||
By: Israel Alfassi |
1 Year Artemis Therapeutics (PK) Chart |
1 Month Artemis Therapeutics (PK) Chart |
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