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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 |
☑ |
QUARTERLY 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 Identification No.)
|
incorporation or organization)
|
|
18 East 16th Street, Suite 307, New York, NY
|
10003
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, par value $0.01 per share
|
ATMS
|
OTCQB
|
Large accelerated filer
☐
|
Accelerated filer
☐
|
Non-accelerated filer
☒
|
Smaller reporting company
☒
|
Emerging growth company
☐
|
|
|
|
PAGE
|
|
|
|
4
|
||
|
|
|
4
|
||
|
|
|
|
5
|
|
|
|
|
|
6
|
|
|
|
|
|
7
|
|
|
|
|
|
8
|
|
|
|
|
|
9
|
|
|
|
|
20
|
||
|
|
|
22
|
||
|
|
|
23
|
||
|
|
|
23
|
||
|
|
|
24
|
PAGE
|
|
5
|
|
6
|
|
7
|
|
8
|
|
9 - 19
|
As of March 31,
|
As of
December 31,
|
|||||||||||
Note
|
2019 (Unaudited)
|
2018 (Audited)
|
||||||||||
ASSETS
|
||||||||||||
Current assets
|
||||||||||||
Cash and cash equivalents
|
22
|
7
|
||||||||||
Other accounts receivable and prepaid expenses
|
16
|
20
|
||||||||||
Total current assets
|
38
|
27
|
||||||||||
TOTAL ASSETS
|
38
|
27
|
||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||||||
Current liabilities
|
||||||||||||
Accrued expenses and other payables
|
169
|
161
|
||||||||||
Related parties
|
20
|
-
|
||||||||||
Derivative warrant liabilities
|
7B
|
-
|
163
|
|||||||||
Total current liabilities
|
189
|
324
|
||||||||||
Total Liabilities
|
189
|
324
|
||||||||||
Shareholders’ equity
|
||||||||||||
Series A Convertible Preferred stock, $0.01 par value - Authorized: 10,000,000 shares; issued and outstanding: 453 shares as of March 31, 2019 and December 31, 2018
|
(*
|
)
|
(*
|
)
|
||||||||
Series C Convertible Preferred stock, $0.01 par value - Authorized: 250 shares; issued and outstanding: 250 shares as of March 31, 2019 and December 31, 2018
|
(*
|
)
|
(*
|
)
|
||||||||
Common stock, $0.01 par value - authorized: 51,000,000; issued and outstanding: 5,153,380 as of March 31, 2019 and December 31, 2018
|
52
|
52
|
||||||||||
Additional paid in capital
|
7
|
1,894
|
1,571
|
|||||||||
Accumulated deficit
|
(2,097
|
)
|
(1,920
|
)
|
||||||||
Total stockholders' equity
|
(151
|
)
|
(297
|
)
|
||||||||
TOTAL
LIABILITIES AND
STOCKHOLDERS’ EQUITY
|
38
|
27
|
Three Months Ended March 31, 2019
(Unaudited)
|
Three Months Ended March 31, 2018
(Unaudited)
|
|||||||
Research and development expenses
|
-
|
71
|
||||||
General and administrative
|
20
|
229
|
||||||
Operating (loss)
|
(20
|
)
|
(300
|
)
|
||||
Finance income (Expense)
|
(1
|
) |
89
|
|||||
Net loss
|
(21
|
) |
(211
|
)
|
||||
Net income (loss) per share, basic and diluted
(Note 6)
|
(0.00
|
) |
(0.03
|
)
|
||||
Weighted average number of common stock used in calculation of net loss per share:
Basic and diluted
|
5,153,380
|
5,153,380
|
Common Stock
|
Preferred
Stock A
|
Preferred
Stock C
|
Additional
paid-in Capital
|
Accumulated
|
Total
stockholders'
|
|||||||||||||||||||||||||||||||
Number of Shares
|
USD
|
Number
|
Amount
|
Number
|
Amount
|
(deficiency)
|
Equity
|
|||||||||||||||||||||||||||||
Balance as of December 31, 2018
|
5,153,380
|
52
|
453
|
(*
|
)
|
250
|
(*
|
)
|
1,571
|
(1,920
|
)
|
(297
|
)
|
|||||||||||||||||||||||
Adoption of ASU 2017-11 (see Note 2J)
|
319
|
(156
|
)
|
163
|
||||||||||||||||||||||||||||||||
Share based compensation
|
4
|
4
|
||||||||||||||||||||||||||||||||||
Net loss
|
(21
|
)
|
(21
|
)
|
||||||||||||||||||||||||||||||||
Balance as of March 31, 2019
|
5,153,380
|
52
|
453
|
(*
|
)
|
250
|
(*
|
)
|
1,894
|
(2,097
|
)
|
(151
|
)
|
Common Stock
|
Preferred
Stock A
|
Preferred
Stock C
|
Additional
paid-in Capital
|
Accumulated
|
Total
stockholders'
|
|||||||||||||||||||||||||||||||
Number of Shares
|
USD
|
Number
|
Amount
|
Number
|
Amount
|
(deficiency)
|
Equity
|
|||||||||||||||||||||||||||||
Balance as of December 31, 2017
|
5,153,380
|
52
|
453
|
(*
|
)
|
250
|
(*
|
)
|
1,457
|
(1,407
|
)
|
102
|
||||||||||||||||||||||||
Share based compensation
|
101
|
101
|
||||||||||||||||||||||||||||||||||
Net loss
|
(211
|
)
|
(211
|
)
|
||||||||||||||||||||||||||||||||
Balance as of March 31, 2018
|
5,153,380
|
52
|
453
|
(*
|
)
|
250
|
(*
|
)
|
1,558
|
(1,618
|
)
|
(8
|
)
|
Three Months Ended March 31, 2019
|
Three Months Ended March 31, 2018
|
|||||||
Net cash used in operating activities
|
||||||||
Net (loss)
|
(21
|
)
|
(211
|
)
|
||||
Share based compensation expenses
|
4
|
101
|
||||||
Decrease in other accounts receivable and prepaid expenses
|
4
|
14
|
||||||
Increase (decrease) in accrued expenses and other payables
|
8
|
(1
|
)
|
|||||
Change in the fair value of derivative warrant liability
|
-
|
(89
|
)
|
|||||
Net cash used in operating activities
|
(5
|
)
|
(186
|
)
|
||||
Cash flows from financing activities
|
||||||||
Related party proceeds
|
20
|
-
|
||||||
Cash flows from financing activities
|
20
|
-
|
||||||
Increase
(Decrease) in cash and cash equivalents
|
15
|
(186
|
)
|
|||||
Cash and cash equivalents at the beginning of the period
|
7
|
525
|
||||||
Cash and cash equivalents at the end of the period
|
22
|
339
|
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. (formerly, Artemis Therapeutics Inc.), a Delaware corporation (“Artemis”). Pursuant to the terms of the Merger Agreement, in exchange for the outstanding shares of Artemis, the Company issued to Artemis stockholders a total of 460,000 shares (as adjusted to reflect the reverse stock split) of the Predecessor Company's common stock and series B convertible preferred stock convertible into 3,426,384 shares (as adjusted to reflect the reverse stock split) (the “Merger”). All series B preferred shares were converted to common shares prior to December 31, 2016. Immediately following the consummation of the Merger Agreement, Artemis stockholders owned approximately 82% of the Company’s common stock, on a fully diluted basis. Following the issuance and sale of the Company’s Series A Preferred Stock and common stock to an investor, ownership was reduced, after which Artemis stockholders owned approximately 70% of the Company’s common stock, on a fully diluted basis. (refer to note 7).
As a result of the Merger, Artemis became a wholly owned subsidiary of the Company. Artemis’ fiscal year end is December 31.
|
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:
|
G. |
Research and development expenses, net:
|
I. |
Share-based compensation:
|
J. |
Recent Accounting Standards:
|
As of
January 1, 2019
|
Adjustment
|
As of
December 31,
2018
|
||||||||||
Derivative warrant liability
|
-
|
(163
|
)
|
163
|
||||||||
Additional paid-in capital
|
1,890
|
319
|
1,571
|
|||||||||
Accumulated deficit
|
(2,076
|
)
|
(156
|
)
|
(1,920
|
)
|
A. |
Tax rates applicable to the income
|
B. |
Deferred income taxes
|
As of March 31, 2019
|
As of December 31, 2018
|
|||||||
Deferred tax assets:
|
||||||||
Deferred taxes due to carryforward losses
|
2,857
|
2,864
|
||||||
Valuation allowance
|
(2,857
|
)
|
(2,864
|
)
|
||||
Net deferred tax asset
|
-
|
-
|
As of March 31, 2019
|
As of December 31, 2018
|
|||||||
Israel
|
4,814
|
4,799
|
||||||
United States (*)
|
8,331
|
8,385
|
||||||
13,145
|
13,184
|
ISSUANCE DATE
|
NUMBER OF WARRANTS OUTSTANDING as September 30, 2018
|
EXERCISE PRICE
|
EXERCISABLE THROUGH
|
||||||
|
|
||||||||
October 2017 *
|
275,000
|
$
|
2.00
|
October 2022
|
|
Three Months
Ended March 31, 2019
|
Three Months
Ended March 31, 2018
|
||||||
Net Income (loss) available to stockholders of the company
|
(21
|
)
|
(211
|
)
|
||||
Net Income (loss) attributable to stockholders of preferred shares
|
(3
|
)
|
(32
|
)
|
||||
|
||||||||
Net Income (loss) used in the calculation of basic loss per share
|
(18
|
)
|
(179
|
)
|
||||
|
||||||||
Net Income (loss) per share
|
(0.00
|
)
|
(0.03
|
)
|
||||
|
||||||||
Weighted average number of common stock used in the calculation of net loss per share
|
5,153,380
|
5,153,380
|
A. |
Stockholders Rights:
|
B. |
Issuance of Shares:
|
C. |
Reverse Stock Split:
|
D. |
Options issued to employees and consultants:
|
For the three months ended
March 31, 2019
|
||||||||||||
Number of stock options
|
Weighted average exercise price
|
Aggregate intrinsic value
|
||||||||||
Outstanding at beginning of period
|
250,716
|
0.83
|
||||||||||
Granted
|
-
|
-
|
||||||||||
Exercised
|
-
|
-
|
||||||||||
Cancelled
|
109,188
|
1.30
|
||||||||||
Outstanding at end of period
|
141,528
|
0.47
|
22,891
|
|||||||||
Options exercisable at period end
|
106,111
|
0.19
|
22,891
|
Exercise price
|
Stock options outstanding as of March 31,
|
Stock options outstanding as of December 31,
|
Weighted average remaining contractual life – years as of March 31,
|
Weighted average remaining contractual life – years as of December 31,
|
Stock options exercisable as of March 31,
|
Stock options exercisable as of December 31,
|
||||||||||||||||||||
$ |
2019
|
2018
|
2019
|
2018
|
2019
|
2018
|
||||||||||||||||||||
0.01
|
91,528
|
91,528
|
7.40
|
7.64
|
91,528
|
91,528
|
||||||||||||||||||||
1.30
|
-
|
60,660
|
-
|
8.61
|
-
|
60,660
|
||||||||||||||||||||
1.30
|
50,000
|
98,528
|
8.96
|
9.21
|
14,583
|
59,986
|
||||||||||||||||||||
0.83
|
141,528
|
250,716
|
7.95
|
8.46
|
106,111
|
212,174
|
CONTROLS AND PROCEDURES
|
EXHIBIT
NUMBER
|
|
DESCRIPTION
|
|
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
101.1
|
|
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 formatted in 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 Shareholders 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.*
|
|
ARTEMIS THERAPEUTICS, INC.
|
|
|
Dated: May 15, 2019
|
By:
/s/ Chanan Morris
|
|
Chanan Morris
|
|
Chief Financial Officer
|
|
(Principal Executive Officer and Principal Financial and Accounting Officer)
|
1 Year Artemis Therapeutics (PK) Chart |
1 Month Artemis Therapeutics (PK) Chart |
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