ARTEMIS THERAPEUTICS, INC.
18 East 16th Street, Suite 307
On July 25, 2022, the Board of Directors of Artemis Therapeutics, Inc., a Delaware corporation (the “Company”), approved an amendment to its Certificate of Incorporation to increase the Company’s
authorized shares of common stock, $0.01 par value per share (the “Common Stock”) from 51,000,000 shares of Common Stock to 150,000,000 shares of Common Stock (the “Amendment”). On July 27, 2022, stockholders holding a majority of the Company’s
voting power approved the Amendment by written consent in lieu of a meeting, in accordance with the Delaware General Corporation Law.
The information statement accompanying this notice has been filed with the Securities and Exchange Commission and is being furnished, pursuant to Section 14C of the Securities Exchange Act of 1934,
as amended to the holders of the Company’s Common Stock to notify Stockholders of the Amendment. Because these actions have been approved by the holders of the required majority of the voting power of our voting stock, no proxies were or are being
solicited. The Amendment will not be effected until at least 20 calendar days after the mailing of the information statement accompanying this notice. The Company will mail this notice and the information statement on or about August 8, 2022. The
Company anticipates that the Amendment will become effective on or about August 29, 2022, at such time as a certificate of amendment to the Company’s Certificate of Incorporation is filed with the Secretary of State of Delaware.
ARTEMIS THERAPEUTICS, INC.
18 East 16th Street, Suite 307
INFORMATION STATEMENT
July [•], 2022
Pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 14C promulgated thereunder, the notice and this information statement (the
“Information Statement”) will be sent or given on or about August 8, 2022, to the stockholders of record as of July 27, 2022 of Artemis Therapeutics, Inc., a Delaware corporation (hereinafter referred to as “we,” “us,” “our”, “Artemis” or the
“Company”). This Information Statement is being circulated to advise our stockholders of actions already approved and taken without a meeting by written consent of the Stockholders who hold a majority of the voting power of our voting stock.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
The actions to be effective at least 20 days after the mailing of this Information Statement are as follows:
|
•
|
Approval of an amendment to our Certificate of Incorporation to increase the Company’s authorized Common Stock from 51,000,000 shares of Common Stock to 150,000,000 shares of Common Stock (the “Amendment”).
|
On July 25, 2022, our Board of Directors (the “Board”) unanimously approved the Amendment. Subsequent to our Board’s approval of the Amendment, the holders of a majority of the Company’s voting power
approved, by written consent, the Amendment on July 27, 2022. The consenting stockholders and their respective ownership percentage of the voting stock of the Company, total in the aggregate of more than 50% of the outstanding voting stock, which
is the required vote under the Delaware General Corporation Law and our bylaws. We expect that the Amendment will be effective on or about August 29, 2022, at such time as a certificate of amendment to the Company’s Certificate of Incorporation is
filed with the Secretary of State of Delaware (the “Certificate of Amendment”).
DISSENTERS’ RIGHT OF APPRAISAL
The Delaware General Corporation Law does not provide dissenters’ rights of appraisal to our stockholders in connection with any matter described in this information statement.
RECORD DATE AND VOTING SECURITIES
Only stockholders of record at the close of business on July 27, 2022 (the “Record Date”) are entitled to notice of the information disclosed in this Information Statement. As of the Record Date, the
Company’s authorized capital stock consists of 51,200,000 shares of capital stock, par value $0.01 per share, of which 51,000,000 shares are Common Stock, par value $0.01 per share (the “Common Stock”) and 200,000 shares are “blank check” preferred
stock, par value $0.01 per share, of which 1,000 are designated as Series A Convertible Preferred Stock (the “Series A Preferred”), 5,000 are designated as Series B Convertible Preferred Stock (the “Series B Preferred”) (of which none are issued
and outstanding), 250 are designated as Series C Convertible Preferred Stock (the “Series C Preferred”) and 110,000 are designated as Series D Convertible Preferred Stock (the “Series D Preferred”). As of the Record Date, the Company had 45,125,405
shares of Common Stock, 453 shares of Series A Preferred, 250 Series C Preferred and 110,000 Series D Preferred issued and outstanding. Only holders of our Common Stock, and the holders of the Series D Preferred on an as converted basis, were
entitled to vote on the Amendment. We expect the Certificate of Amendment to be filed on August 29, 2022. Holders of our Common Stock are currently, and will continue to be, entitled to one vote per share.
EXPENSES
We will bear the expenses relating to this information statement, including expenses in connection with preparing and mailing this information statement and any documents that now accompany or may in
the future supplement it. We contemplate that brokerage houses, custodians, nominees and fiduciaries will forward this information statement to the beneficial owners of our Common Stock held of record by these persons, and we will reimburse them
for their reasonable expenses incurred in this process.
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN. THIS INFORMATION STATEMENT IS BEING FURNISHED
TO YOU SOLELY FOR THE PURPOSE OF INFORMING YOU OF THE MATTER DESCRIBED HEREIN.
BOARD OF DIRECTORS’ AND STOCKHOLDER APPROVAL
As the Company’s directors, and holders of approximately 72% of our voting power, signed written consents in favor of the Amendment, we are authorized to file the Certificate of Amendment with the
Delaware Secretary of State. The Amendment will take effect upon the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware, which is expected to occur as soon as reasonably practicable on or after the 20th day
following the mailing of this Information Statement to Stockholders, or on or about August 29, 2022.
The information contained in this Information Statement constitutes the only notice we will be providing to stockholders.
GENERAL EFFECT OF THE PROPOSED AMENDMENT AND REASONS FOR APPROVAL
On March 6, 2022, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Manuka Ltd, an Israeli company (the “Manuka”) and the shareholders of Manuka (the
“Shareholders”). Since its inception, Manuka’s business activities primarily consisted of distributing Manuka honey imported from New Zealand, developing and distributing supplements aimed at the beauty and skincare markets and, developing and
manufacturing skincare products based on New Zealand’s manuka honey and bee venom, among other natural ingredients. The Share Exchange Agreement closed on June 30, 2022.
The Share Exchange Agreement provides that, upon the terms, and subject to the conditions set forth therein, on the closing date (the “Closing”), the Company will acquire all of the outstanding
shares of Manuka (the “Manuka Shares”) from the Shareholders in exchange for an aggregate of 33,791,641 shares of the Company’s Common Stock and 110,000 shares of Series D Preferred (collectively, the “Consideration Shares”), such that the
Shareholders held, immediately following the Closing, eighty-nine percent (89%) of the Company’s issued and outstanding share capital. At Closing, should it be required as a condition by the Israeli Tax Authority to affect a tax ruling to approve
the transactions contemplated by the Share Exchange Agreement (the “Tax Ruling”), the Manuka Shares and the Consideration Shares will be placed in escrow with a third-party escrow agent pending the Closing. As required under Israeli law, following
the Closing, and upon receipt of regulatory approvals, Manuka became the Company’s wholly owned subsidiary.
The Board of Directors believes that an increase in the total number of shares of authorized Common Stock is required to permit the
conversion of the Series D Preferred and will better enable us to meet our future needs and give us greater flexibility in responding quickly to business opportunities. The increase will also provide additional shares for corporate purposes
generally. Our Board of Directors knows of no other matters other than those described in this Information Statement, which have been recently approved or considered by the holders of our Common Stock.
DESCRIPTION OF SECURITIES
General
As of the Record Date, the Company’s authorized capital stock consists of 51,200,000 shares of capital stock, par value $0.01 per share, of which 51,000,000 shares are Common
Stock, par value $0.01 per share and 200,000 shares are “blank check” preferred stock, par value $0.01 per share, of which 1,000 are designated as Series A Preferred, 5,000 are designated as Series B Preferred (of which none are issued and
outstanding), 250 are designated as Series C Preferred and 110,000 are designated as Series D Preferred. As of the Record Date, the Company had 5,153,461 shares of Common Stock, 453 shares of Series A Preferred, 250 Series C Preferred and 110,000
Series D Preferred issued and outstanding.
Description of Common Stock
Number of Authorized and Outstanding Shares. Pending the effectiveness of the Certificate
of Amendment, our Certificate of Incorporation currently authorizes the issuance of 51,000,000 shares of Common Stock, par value $0.01 per share. As of the date hereof, there are 45,125,405 shares of our Common Stock issued and outstanding. All
of the outstanding shares of Common Stock are fully paid and non-assessable.
Voting Rights. The holders of our common stock are entitled to one vote for each share
held on all matters submitted to a vote of the stockholders and do not have any cumulative voting rights.
Dividends. Holders of our common stock are entitled to receive proportionally any
dividends declared by our board of directors.
Liquidation. In the event of our liquidation or dissolution, holders of our Common Stock
are entitled to share ratably in all assets remaining after payment of all debts and other liabilities.
Rights and Preferences. Holders of our Common Stock have no preemptive, subscription,
redemption or conversion rights.
Preferred Stock
The Company’s Amended Certificate of Incorporation authorizes the issuance of 200,000 shares of “Blank Check” Preferred Stock, par value $0.01 per share, subject to any
limitations prescribed by law, without further vote or action by the stockholders, to issue from time to time shares of preferred stock in one or more series. Each such series of Preferred Stock shall have such number of shares, designations,
preferences, voting powers, qualifications, and special or relative rights or privileges as shall be determined by the Company’s board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences,
conversion rights and preemptive rights. There are 1,000 shares of Series A Preferred Stock authorized and 453 of such shares outstanding held by 1 stockholder (convertible into 658,506 shares of Common Stock) and 250 shares of Series C Preferred
Stock authorized, 250 of such shares outstanding held by 1 stockholder (convertible into 250,000 shares of Common Stock) and 110,000 shares of Series D Preferred Stock authorized, 110,000 of such shares outstanding held by 4 stockholders
(convertible into 66,000,000 shares of Common Stock).
Series A Preferred Stock
The Series A Certificate of Designation sets forth the rights, preferences and privileges of the Series A Preferred. As provided in the Company’s articles of incorporation. The
following is a summary of the rights, privileges and preferences of the Series A Preferred:
Number of Shares. The number of shares of Preferred designated as Series A
Preferred Stock is 1,000, of which 453 are issued and outstanding.
Conversion. The Series A Preferred shall be convertible at the option of the
holder, into Common Stock by dividing the Stated Value by the Conversion Price. Each share of the Series A Preferred has a par value of $0.01 per share and convertible into 1,453.65 shares of Common Stock, with a conversion price subject to
adjustments for stock dividends, splits, combinations and similar events as described in the form of Series A Certificate of Designation.
Dividends. The Series A Preferred is not entitled to receive any special
dividend but shall be entitled to receive dividends as and when paid to the holders of Common Stock of the Company on an as-converted basis.
Voting Rights. Except as otherwise provided in the Series A Certificate of
Designation or as otherwise required by law, the Series A Preferred shall have no voting rights. However, as long as any shares of Series A Preferred are outstanding, the Company shall not, without the affirmative vote of the holders of a
majority of the then outstanding shares of Series A Preferred, (a) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend the Series A Certificate of Designation, (b) amend its certificate of
incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series A Preferred, (c) increase the number of authorized shares of Series A Preferred, or (d) enter into any agreement with respect to any
of the foregoing.
Series C Preferred Stock
The Series C Certificate of Designation sets forth the rights, preferences and privileges of the Series C Preferred Stock. As provided in the Company’s articles of incorporation.
The following is a summary of the rights, privileges and preferences of the Series C Preferred:
Number of Shares. The number of shares of Preferred Stock designated as Series
C Preferred is 250, of which 250 are issued and outstanding.
Conversion. The Series C Preferred will be convertible, at any time at the
option of the holder thereof, except to the extent that such conversion will result in such holder beneficially owning more than 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the conversion, into
shares of Common Stock determined by dividing the Stated Value of such share of Series C Preferred Stock by the Conversion Price automatically on the date of the Company’s implementation of the Approval (such date, the “Conversion Date”). Each
share of the Series C Preferred has a par value of $0.01 per share and convertible into 1,000 shares of Common Stock, with a conversion price subject to adjustments for stock dividends, splits, combinations and similar events as described in the
form of Series C Certificate of Designations.
Dividends. The Series C Preferred is not entitled to receive any special
dividend but shall be entitled to receive dividends as and when paid to the holders of Common Stock of the Company on an as-converted basis.
Voting Rights. Except as otherwise provided in the Series C Certificate of
Designation or as otherwise required by law, the Series C Preferred shall have no voting rights. However, as long as any shares of Series C Preferred are outstanding, the Company shall not, without the affirmative vote of the holders of a
majority of the then outstanding shares of Series C Preferred, (a) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend the Series C Certificate of Designation, (b) authorize or create any
class of stock ranking as to dividends, redemption or distribution of assets upon a liquidation of the Company senior to, or otherwise pari passu with, the Series C Preferred, (c) amend its certificate of incorporation or other charter documents
in any manner that adversely affects any rights of the holders of Series C Preferred, (d) increase the number of authorized shares of Series C Preferred, or (e) enter into any agreement with respect to any of the foregoing.
Series D Preferred Stock
The Series D Certificate of Designation sets forth the rights, preferences and privileges of the Series D Preferred Stock. As provided in the Company’s articles of incorporation.
The following is a summary of the rights, privileges and preferences of the Series D Preferred:
Number of Shares. The number of shares of Preferred Stock designated as Series
D Preferred is 110,000, of which 110,000 are issued and outstanding.
Automatic Conversion. Each share of Series D Preferred shall convert into that
number of shares of Common Stock determined by dividing the Stated Value of such share of Series D Preferred by the Conversion Price automatically on the date of the Corporation’s implementation of Shareholder Approval (such date, the “Conversion
Date”). To effect conversions of shares of Series D Preferred, a holder shall not be required to surrender the certificate(s) representing the shares of Series D Convertible Preferred Stock to the Company. Shares of Series D Preferred converted
into Common Stock or redeemed in accordance with the terms hereof shall be canceled and shall not be reissued. Each share of Series D Preferred has a par value of $0.01 per share and convertible into 600 shares of common stock, with a
conversion price subject to adjustments for stock dividends, splits, combinations and similar events as described in the form of Series D Convertible Preferred Stock Certificate of Designation.
Dividends. Holders shall be entitled to receive, and the Corporation shall
pay, dividends as and when paid to the holders of Common Stock of the Corporation on an as-converted basis.
Voting Rights. On any matter presented to the stockholders of the Company for
their action or consideration at any meeting of stockholders of the Company, each holder of outstanding shares of Series D Preferred shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the
shares of Series D Preferred held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. As long as any shares of Series D Preferred are outstanding, the Company shall not, without the
affirmative vote of the holders of a majority of the then outstanding shares of the Series D Preferred , (a) alter or change adversely the powers, preferences or rights given to the Series D Preferred or alter or amend this Certificate of
Designation, (b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders, (c) increase the number of authorized shares of Series D Preferred, or (d) enter into any agreement
with respect to any of the foregoing.
Transfer Agent. Shares of Common Stock are registered at the transfer agent and are transferable at such office by the registered holder (or duly authorized
attorney) upon surrender of the Common Stock certificate, properly endorsed, or other evidence satisfactory to the transfer agent with respect to shares not represented by a certificate. No transfer shall be registered unless the Company is
satisfied that such transfer will not result in a violation of any applicable federal or state securities laws. Our transfer agent is Pacific Stock Transfer. Their address is 6725 Via Austin Pkwy, Suite 300, Las Vegas, NV 89119. Their website is www.pacificstocktransfer.com.