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): July 27, 2022
Artemis Therapeutics, 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)
Not applicable
(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
| OTCQB
|
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 27, 2022, Artemis Therapeutics, Inc. (the “Company”) entered into a service agreement with the Company’s Chief Financial Officer, Mr. David Dana (the “Service Agreement”).
According to the Service Agreement, for his services as Chief Financial Officer, Mr. Dana will receive a monthly salary in the amount of NIS 10,000 plus VAT. In addition, the Company will grant Mr. Dana options to purchase 370,014 shares of common stock of the Company. The exercise price per share shall be $0.0624, reflecting a Company valuation of $7 million. The options will vest over a period of 36 months commencing on April 1, 2022 (the “Start Date”), with one third (1/3) of the total number of options vesting on the first anniversary of the Start Date (the “Cliff Date”) and one twelfth (1/12) of the options vesting every three months following the Cliff Date.
The Service Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing is only a description of the material terms of the Service Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibit.
| 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.
| | ARTEMIS THERAPEUTICS, INC. |
| | | |
| Dated: August 2, 2022 | By: | /s/ Shimon Citron |
| | Name: | Shimon Citron |
| | Title: | Chief Executive Officer |
