10-Q 1 zk1719916.htm 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Form 10-Q

☑
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2017
 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(Commission file number 0-24431)
 
________________
 

ARTEMIS THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)

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)

(646) 233-1454
(Registrant’s telephone number, including area code)

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
☒ Yes   ☐No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
☐ Yes  ☒ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): 
 
 
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☐(do not check if a smaller reporting company)
Smaller reporting company ☒
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. ☐
 
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
Yes ☐ No ☒

The number of shares of Common Stock of the registrant outstanding was 4,818,259 as of May 15, 2017.

2

ARTEMIS THERAPEUTICS, INC.
 
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3
 

PART I.               FINANCIAL INFORMATION

ITEM 1.              FINANCIAL STATEMENTS
 
Artemis Therapeutics, Inc.
 
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
AS OF MARCH 31, 2017
 
U.S. DOLLARS IN THOUSANDS
 
(UNAUDITED)
 
INDEX
 
 
PAGE
   
   
5
   
6
   
7
   
8
   
9 - 15
 
4
 
 
Artemis Therapeutics, Inc.
Interim Condensed Consolidated Balance Sheets
(USD in thousands, except share data)
 
         
As of
March 31,
    
As of
December 31,
  
   
Note
    
2017 (Unaudited)
    
2016 (Audited)
  
                   
ASSETS
                  
                   
Current assets
                  
Cash and cash equivalents
          
759
      
907
  
Other accounts receivable and prepaid expenses
          
46
      
65
  
Total current assets
          
805
      
972
  
                       
TOTAL ASSETS
          
805
      
972
  
                       
LIABILITIES AND STOCKHOLDERS’ EQUITY
                      
                       
Current liabilities
                      
Accrued expenses and other payables
          
61
      
58
  
Total current liabilities
          
61
      
58
  
                       
Commitments and Contingencies
    
3
      
-
      
-
  
                         
Total Liabilities
            
61
      
58
  
                         
Stockholders' equity
                        
Common stock, $0.01 par value - Authorized: 51,000,000; issued and outstanding: 5,774,549 as of March 31, 2017 and as of December 31, 2016
            
2,887
      
2,887
  
Additional paid in capital
    
6
      
(1,694
)
    
(1,709
)
Accumulated deficit
            
(449
)
    
(264
)
Total stockholders' equity
            
744
      
914
  
                         
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
            
805
      
972
  
 
The accompanying notes are an integral part of the financial statements.
5
Artemis Therapeutics, Inc.
Interim Consolidated Statements of Operation (Unaudited)
(USD in thousands, except share data)
 
   
Three Months Ended March 31, 2017
  
       
  Research and development expenses
    
47
  
         
  General and administrative
    
138
  
         
Operating loss
    
185
  
         
   Net loss
    
185
  
         
   Loss per share:        
   Basic and diluted net loss per share
    
(0.03
)
         
  Weighted average number of common stock used in calculation of net loss per share:        
Basic and diluted
    
5,774,549
  
 
The accompanying notes are an integral part of the financial statements.
  
6

Artemis Therapeutics, Inc.
Interim Condensed Consolidated Statements of Changes in Stockholder's Equity (Unaudited)
(USD in thousands, except share data)
 
 
Share Capital
     Additional           Total  
   
Number of
Shares
    
USD
    
Paid In
Capital
    
Accumulated
Deficit
    
 Stockholders' Equity (Deficiency)
  
                               
BALANCE AS OF December 31, 2016
    
5,774,549
      
2,887
      
(1,709
)
    
(264
)
    
914
  
                                         
Stock-based compensation
    
-
              
15
      
-
      
15
  
                                         
Net loss for the three months ended March 31, 2017
                            
(185
)
    
(185
)
                                         
Balance as of March 31, 2017
    
5,774,549
      
2,887
      
(1,694
)
    
(449
)
    
744
  
 
The accompanying notes are an integral part of the financial statements
 
7
Artemis Therapeutics, Inc.
Interim Condensed Consolidated Statements of Cash Flows (Unaudited)
(USD in thousands, except share data)
 
   
Three Months Ended March 31, 2017
  
       
Net cash used in operating activities
      
Net Loss
    
(185
)
         
Stock-based compensation expenses
    
15
  
Decrease in other accounts receivable and prepaid expenses
    
19
  
Increase in accrued expenses and other payables
    
3
  
         
Net cash used in operating activities
    
(148
)
         
Increase (decrease) in cash and cash equivalents
    
(148
)
Cash and cash equivalents at the beginning of the period
    
907
  
         
Cash and cash equivalents at the end of the period
    
759
  
 
The accompanying notes are an integral part of the financial statements.
 
8
 
 
Artemis Therapeutics, Inc.
Notes to the Interim Condensed Consolidated Financial Statements
(USD in thousands)
 
NOTE 1 -   GENERAL
 
 
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”) and its wholly-owned subsidiary, Artemis Acquisition Corp., a Delaware corporation (“Merger Subsidiary”). Pursuant to the terms of the Merger Agreement, Artemis merged with and into the Merger Subsidiary, with Artemis being the surviving entity (the “Merger”).  Following the Merger, the Company adopted the business plan of Artemis and Artemis became a wholly-owned subsidiary of the Company.  On December 16, 2016, the Company changed its name to Artemis Therapeutics, Inc.  In exchange for the outstanding shares of Artemis, the Company issued to Artemis shareholders 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 3,724,225 shares (as adjusted to reflect the reverse stock split). All series B preferred shares were converted to common shares prior to December 31, 2016. Immediately following the consummation of the Merger, 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, Artemis stockholders owned approximately 73% of the Company’s common stock on a fully diluted basis. (Refer to Note 6).
 
Artemis’ fiscal year end is December 31.
 
9
 
Artemis Therapeutics, Inc.
Notes to the Interim Condensed Consolidated Financial Statements
(USD in thousands)
 
NOTE 1 -   GENERAL (cont.)
 
The Merger between the Predecessor Company and Artemis was accounted for as a reverse recapitalization and, as a result of the Merger, the Predecessor Company ceased to be a shell company. As the shareholders 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".
 
 
B.
Establishment of Artemis (the "accounting acquirer"):
 
Artemis was incorporated in the State of Delaware on April 19, 2016. Artemis is engaged in the development of agents for the prevention and treatment of severe and potentially life-threatening infectious diseases. Artemis’s lead product candidate, Artemisone, is a clinical-stage synthetic artemisinin derivative with antiviral and antiparasitic properties. Artemis expects to advance Artemisone initially as an antiviral agent to address unmet clinical needs in the growing population of immunocompromised patients infected with human cytomegalovirus (HCMV), and other related clinical indications.
 
On May 31, 2016, Artemis entered into a license agreement with Hadasit Medical Research Services & Development Ltd. (“Hadasit”), and Hong Kong University of Science and Technology R and D Corporation Limited (“RDC”), pursuant to which Artemis acquired a worldwide, royalty-bearing license to make any and all use of certain patents and know-how owned by the Hadasit and RDC relating to Artemisone. Artemis will rely primarily on the license agreement with respect to the development of Artemisone, its lead product candidate.
 
Artemis has not generated any revenues from its activities and has incurred substantial operating losses. Management expects Artemis to continue to generate substantial operating losses and to continue to fund its operations primarily through additional raises of capital. Such conditions raise substantial doubts about the Company's ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of assets, carrying amounts or the amount and classification of liabilities that may be required should the Company be unable to continue as a going concern.
 
NOTE 2 -    BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
 
 
A.
Unaudited Interim Financial Statements
 
The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.
 
10
 
Artemis Therapeutics, Inc.
Notes to the Interim Condensed Consolidated Financial Statements
(USD in thousands)
 
NOTE 2 -    BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Cont.)
 
Operating results for the three months ended March 31, 2017, are not necessarily indicative of the results that may be expected for the year ended December 31, 2017.
 
 
B.
Significant Accounting Policies
 
The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements.
 
C.  Recent Accounting Standards:
 
In May 2014, the Financial Accounting Standards Board (the “FASB”) issued a new standard to achieve a consistent application of revenue recognition within the U.S., resulting in a single revenue model to be applied by reporting companies under U.S. generally accepted accounting principles. Under the new model, recognition of revenue occurs when a customer obtains control of the promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new standard requires that reporting companies disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new standard is effective for us beginning in the first quarter of 2018; early adoption is prohibited. The new standard is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. As the Company has not incurred revenues to date, it is unable to determine the expected impact the new standard will have on its consolidated financial statements.
 
In February 2016, the FASB issued a new lease accounting standard requiring the recognition of lease assets and liabilities on the balance sheet. This standard is effective beginning in the first quarter of 2019; early adoption is permitted. The Company has not yet determined the impact of the new standard on its consolidated financial statements.
 
In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which simplifies certain provisions associated with the accounting for stock compensation.  Among other things, ASU 2016-09 requires companies to record excess tax benefits and tax deficiencies as income tax benefit or expense in the statement of income and eliminates the requirement to reclassify cash flows related to excess tax benefits from operating activities to financing activities in the statement of cash flows.  ASU 2016-09 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. The Company is currently reviewing and evaluating this guidance and its impact on its consolidated financial statements.
  
11
 
Artemis Therapeutics, Inc.
Notes to the Interim Condensed Consolidated Financial Statements
(USD in thousands)
 
NOTE 3 -   COMMITMENTS AND CONTINGENCIES
 
Agreement with Hadasit and RDC
 
On May 31, 2016, Artemis entered into the License Agreement with Hadasit and RDC, pursuant to which Artemis acquired a worldwide, royalty-bearing license to make any and all use of certain patents and know-how owned by the Hadasit and RDC relating to Artemisone. Artemis will rely primarily on the License Agreement with respect to the development of Artemisone, its lead product candidate.
 
NOTE 4 -   INCOME TAX
 
 
A.
Tax rates applicable to the income
 
The Company is subject to a blended U.S. tax rate (Federal as well as State Corporate Tax) of 35% in 2016. The Company's subsidiary in Israel is subject to income tax at a regular corporate tax 25% in 2016.
 
In December 2016, a legislation to amend the corporate income tax law in Israel was published. The legislation determined a decrease of the corporate income tax law as of January 1, 2017 to 24% (1% decrease) and as of January 1, 2018 to 23% (additional 1% decrease).
 
 
B.
Deferred income taxes
 
As the entity is still in its development stage and has not yet generated revenues, it is more likely than not that sufficient taxable income will not be available for the tax losses to be utilized in the future. Therefore, a valuation allowance was recorded to reduce the deferred tax assets to its recoverable amounts.
 
   
As of March 31, 2017
    
As of December 31, 2017
  
             
Deferred tax assets:
            
Deferred taxes due to carryforward losses
    
3,598
      
3,583
  
                 
Valuation allowance
    
(3,598
)
    
(3,583
)
                 
Net deferred tax asset
    
-
      
-
  
 
12
Artemis Therapeutics, Inc.
Notes to the Interim Condensed Consolidated Financial Statements
(USD in thousands)
 
NOTE 4 - INCOME TAX (Cont.)
 
 
B.
Tax loss carry-forwards
 
Net operating loss carry-forwards as of March 31, 2017 are as follows:
 
Israel                                                   
    
4,560
      
4,518
  
United States (*)                                                  
    
7,155
      
7,011
  
                 
     
11,715
      
11,529
  
 
Net operating losses in Israel may be carried forward indefinitely. Net operating losses in the U.S. are available through 2027.
 
(*) Utilization of U.S. net operating losses may be subject to substantial annual limitation due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of net operating losses before utilization.
 
NOTE 5 – WARRANTS ISSUED TO INVESTORS
 
In connection with historical financings, the Company issued warrants to investors as follows:
 
ISSUANCE DATE
  
OUTSTANDING
AS OF December 31,
2016 and
March 31, 2017 *
    
EXERCISE
 PRICE
  
EXERCISABLE
 THROUGH
 
            
     
January 2010
   
43,069
    
$
0.055
  
April 2018
 
* Amount of warrants is retroactively adjusted to reflect the 1 to 50 reverse stock split
 
NOTE 6   - 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.
 
13
Artemis Therapeutics, Inc.
Notes to the Interim Condensed Consolidated Financial Statements
(USD in thousands)
 
NOTE 6   - STOCK CAPITAL (Cont.)
 
 
B.
Preferred Stock
 
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. In December 2016, all Series B preferred shares were converted into 3,724,225 shares of common stock.
 
Since the Series B preferred shares were issued as a temporary vehicle designed to facilitate certain technicalities associated with the reverse stock split, and since the preferred shares were certain to be converted at the date they were issued, they were included in basic EPS as contingently issuable shares of common stock in relation to which there were no circumstance under which those shares would not be issued, as well as in the shareholders equity statement as shares of common stock on an as-converted basis.
 
C.
Issuance of Shares:
 
On August 19, 2016 and prior to consummation of the merger, Artemis issued 524  shares of common stock (238,629 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 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).
 
D.
Reverse Stock Split:
      
On December 16, 2016, the Company effected a one-for-fifty (1:50) reverse stock split of its issued and outstanding shares of common stock. Share data included in these financial statements is retroactively adjusted as if the reverse stock split had occurred at the beginning of the earliest period presented.
 
E.
Options issued to consultants:
 
On August 22, 2016, the Company granted 126,730 stock options to consultants. Each stock option is exercisable into a share of the Company’s common stock of  and expires no later than 10 years from the date of grant.
 
One third of the options are vested on the grant date, and one third of the options vest upon the first and second anniversaries of the grant date, with the option becoming fully vested on August 22, 2018. As a result, the Company recognized compensation expenses in the amount of $9,055, included in Research and Development Expenses.
 
14
 
Artemis Therapeutics, Inc.
Notes to the Interim Condensed Consolidated Financial Statements
(USD in thousands)
 
A summary of the Company's option activity and related information is as follows:

   
For the three months ended
March 31, 2017
  
   
Number of stock options
    
Weighted average exercise price
    
Aggregate intrinsic value
  
                   
Outstanding at beginning of period
    
126,730
    
$
0.01
        
Granted
    
-
      
-
        
Exercised
    
-
      
-
        
Cancelled
    
-
      
-
        
                       
Outstanding at end of period
    
126,730
    
$
0.01
      
125,462
  
Vested and expected-to-vest at end of period
    
42,243
    
$
0.01
      
41,820
  
 
Exercise price
    
Stock options outstanding
as of March 31,
    
Weighted average remaining
contractual life – years
as of March 31,
    
Stock options exercisable
as of March 31,
  
$
    
2 0 1 6
    
2017
    
2017
  
                     
 
0.01
      
126,730
      
9.4
      
42,243
  
 
The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the fair market value of the Company’s common stock on December 31, 2016, and the exercise price, multiplied by the number of in-the-money stock options on those dates) that would have been received by the stock option holders had all stock option holders exercised their stock options on those dates.

The stock options outstanding as of March 31, 2017, have been separated into exercise price, as follows:
 
As the exercise price of the options is nominal, the Company estimated their fair values based on the value of the Company's shares at the measurement date.
 
15
 
ITEM 2.              MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
In this section, “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” references to “we,” “us,” or “our,”  refer to Artemis Therapeutics, Inc. and its consolidated subsidiaries and dollar amounts are in thousands, except as otherwise stated.
 
This Quarterly Report on Form 10-Q contains statements that may constitute “forward-looking statements.” Generally, forward-looking statements include words or phrases such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “projects,” “could,” “may,” “might,” “should,” “will,” the negative of such terms, and words and phrases of similar import. For example, when we discuss possible development strategies, we are using forward-looking statements.  Such statements are based on management’s current expectations and are subject to a number of risks and uncertainties, including, but not limited to, the risks detailed from time to time in our filings with the Securities and Exchange Commission, or the SEC. These risks and uncertainties could cause our actual results to differ materially from those described in our forward-looking statements. Any forward-looking statement represents our expectations or forecasts only as of the date it was made and should not be relied upon as representing its expectations or forecasts as of any subsequent date. Except as required by law, we undertake no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, even if our expectations or forecasts change.
 
The following discussion and analysis should be read in conjunction with the financial statements, related notes and other information included in this Quarterly Report on Form 10-Q and with the Risk Factors included in Part I, Item 1A of our Annual Report on Form 10-K.
 
OVERVIEW
 
We are a biopharmaceutical company dedicated to the development of novel, safe, and effective agents for the prevention and treatment of severe and potentially life-threatening infectious diseases. Our lead product candidate, artemisone, is a clinical-stage synthetic artemisinin derivative with antiviral and antiparasitic properties. We expect to advance artemisone initially as an antiviral agent to address unmet clinical needs in the growing population of immunocompromised patients infected with human cytomegalovirus, and other related clinical indications.

On August 23, 2016, we consummated a merger with Artemis Therapeutics Inc., a Delaware corporation (“Artemis Subsidiary”) and Artemis Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Company (the “Merger Subsidiary”), pursuant to which Artemis Subsidiary merged with and into the Merger Subsidiary, with Artemis Subsidiary being the surviving entity (the “Merger”).  Following the Merger, we adopted the business plan of Artemis Subsidiary.

On May 31, 2016, we entered into a license agreement (the “License Agreement”) by and among the Company, Hadasit Medical Research Services and Development Ltd. (“Hadasit”) and Hong Kong University of Science and Technology R and D Corporation Limited (“RDC”), pursuant to which we acquired a worldwide, royalty-bearing license to make any and all use of certain patents and know-how owned by the Hadasit and RDC relating to artemisone. We will rely primarily on the License Agreement with respect to the development of artemisone, our lead product candidate.

To date, we have not generated revenue from the sale of our lead product candidate and do not anticipate generating any revenue for an extended period of time. Our financing activities are described below under “Liquidity and Capital Resources.”

THREE MONTHS ENDED MARCH 31, 2017 (dollars in thousands)
 
REVENUES.  The Company does not have revenue-producing operations for the three months ended March 31, 2017.

16
COST OF REVENUES. The Company has no cost of revenues for the three months ended March 31, 2017 due to the fact that the Company has no revenue-producing operations.
 
PROFIT FROM SALE OF OPERATIONS, NET. We did not incur a profit from the sale of operations in the three months ended March 31, 2017.

RESEARCH AND DEVELOPMENT EXPENSES. We incurred $47 in research and development expenses, which consisted primarily of consulting services and patent expenses. We did not capitalize research and development expenses in the three months ended March 31, 2017, as all such expenses were charged to operating expenses as incurred.

SELLING AND MARKETING EXPENSES. We did not incur any selling and marketing expenses for the three months ended March 31, 2017, due to the Company being in its developmental stage.

GENERAL AND ADMINISTRATIVE EXPENSES. We incurred $138 in general and administrative expenses which consisted primarily of compensation costs for administrative, finance and general management personnel, insurance, legal, accounting and administrative costs.
 
FINANCIAL EXPENSES, NET. We incurred no financial expenses for the three months ended March 31, 2017.
 
OTHER EXPENSES.  We incurred no capital losses in the three months ended March 31, 2017.

NET PROFIT (LOSS). We incurred a net loss of $185 in the three months ended March 31, 2017, which was primarily related to our operational expenses.

LIQUIDITY AND CAPITAL RESOURCES (dollars in thousands)
 
As of March 31, 2017, we had an accumulated deficit of $449 and a positive working capital (current assets less current liabilities) of $745. Losses will probably continue in the foreseeable future.
 
We do not have any material capital commitments for capital expenditures as of March 31, 2017.

We have sustained significant operating losses in recent periods, which has resulted in a significant reduction in our cash reserves.  Artemis has not been profitable and we cannot predict when we will achieve profitability. Artemis has experienced net losses and has had no revenues since its inception in April 2016. We do not anticipate generating significant revenues until we successfully develop, commercialize and sell our proposed products, of which we can give no assurance. We are unable to determine when we will generate significant revenues, if any, from the sale of any of such products.  As of March 31, 2017, we had accumulated liabilities of $61.

As of March 31, 2017, we had cash and cash equivalents of $759, and negative cash flows from operating activities of $148 for the period then ended. The negative cash flow from operating activities in the period ended March 31, 2017 is attributable mainly to the net loss of $185, stock-based compensation expenses of $15, an increase in accrued expenses and other payables of $3, and a $19 decrease in other accounts receivable and prepaid expenses.
 
We did not have any cash flows from or used for financing or investing activities for the period ended March 31, 2017.
 
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
 
None.
 
17
 OFF BALANCE SHEET ARRANGEMENTS
 
None.
 
ITEM 4.              CONTROLS AND PROCEDURES
 
Under the direction of the Chief Executive Officer and Chief Financial Officer, we evaluated our disclosure controls and procedures and concluded that our disclosure controls and procedures were effective as of March 31, 2017.
 
No change in our internal control over financial reporting occurred during the quarter ended March 31, 2017 that has materially affected, or is reasonably likely to materially affect, such internal control over financial reporting.
 
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PART II.            OTHER INFORMATION
 
ITEM 6.              EXHIBITS
 
The following exhibits are being filed or furnished with this Report:
 
EXHIBIT
NUMBER
 
DESCRIPTION
 
 
 
 
31.1
 
Certification of Chief Executive Officer pursuant to rule 13a-14(a).*
 
 
 
31.2
 
Certification of Chief Financial Officer pursuant to rule 13a-14(a).*
 
 
 
32.1
 
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.**
 
 
 
101.1
 
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheet, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Cash Flows and (iv) related notes to these financial statements, tagged as blocks of text and in detail.*
 
* Filed herewith
 
**Furnished herewith
 
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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 thereunto duly authorized.
 
  
 
  
 
 ARTEMIS THERAPEUTICS, INC.  
 
  
 
  
Dated: May 15, 2017
 By:
/s/ Peter Payne
  
 
  
Peter Payne
  
 
  
Chief Executive Officer
(Principal Executive Officer)
  
 
  
 
  
Dated: May 15, 2017
 By:
/s/ Chanan Morris
  
 
  
Chanan Morris
  
 
  
Chief Financial Officer
  
 
  
(Principal Financial and Accounting Officer)
  
 
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