☑
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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DELAWARE
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84-1417774
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(State or other jurisdiction of
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(I.R.S. Employer Identification No.)
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incorporation or organization)
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18 East 16th Street, Suite 307, New York, NY
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10003
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☐(do not check if a smaller reporting company)
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Smaller reporting company ☒
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Emerging growth company ☐
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PAGE
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PAGE
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5
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6
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7
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8
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9 - 15
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As of
March 31,
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As of
December 31,
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|||||||||||
Note
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2017 (Unaudited)
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2016 (Audited)
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ASSETS
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||||||||||||
Current assets
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||||||||||||
Cash and cash equivalents
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759
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907
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Other accounts receivable and prepaid expenses
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46
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65
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Total current assets
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805
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972
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TOTAL ASSETS
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805
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972
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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||||||||||||
Current liabilities
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Accrued expenses and other payables
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61
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58
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Total current liabilities
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61
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58
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Commitments and Contingencies
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3
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-
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-
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Total Liabilities
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61
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58
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Stockholders' equity
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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
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2,887
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2,887
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Additional paid in capital
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6
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(1,694
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)
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(1,709
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)
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Accumulated deficit
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(449
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)
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(264
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)
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Total stockholders' equity
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744
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914
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
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805
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972
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Three Months Ended March 31, 2017
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Research and development expenses
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47
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General and administrative
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138
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Operating loss
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185
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Net loss
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185
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Loss per share: | ||||
Basic and diluted net loss per share
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(0.03
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)
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Weighted average number of common stock used in calculation of net loss per share: | ||||
Basic and diluted
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5,774,549
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Share Capital
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Additional | Total | ||||||||||||||||||
Number of
Shares
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USD
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Paid In
Capital
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Accumulated
Deficit
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Stockholders' Equity (Deficiency)
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BALANCE AS OF December 31, 2016
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5,774,549
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2,887
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(1,709
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)
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(264
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)
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914
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Stock-based compensation
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-
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15
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-
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15
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Net loss for the three months ended March 31, 2017
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(185
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)
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(185
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Balance as of March 31, 2017
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5,774,549
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2,887
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(1,694
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)
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(449
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)
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744
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Three Months Ended March 31, 2017
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Net cash used in operating activities
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Net Loss
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(185
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)
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Stock-based compensation expenses
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15
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Decrease in other accounts receivable and prepaid expenses
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19
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Increase in accrued expenses and other payables
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3
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Net cash used in operating activities
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(148
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)
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Increase (decrease) in cash and cash equivalents
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(148
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)
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Cash and cash equivalents at the beginning of the period
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907
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Cash and cash equivalents at the end of the period
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759
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A.
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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.
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B.
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Establishment of Artemis (the "accounting acquirer"):
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A.
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Unaudited Interim Financial Statements
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B.
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Significant Accounting Policies
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A.
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Tax rates applicable to the income
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B.
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Deferred income taxes
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As of March 31, 2017
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As of December 31, 2017
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Deferred tax assets:
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Deferred taxes due to carryforward losses
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3,598
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3,583
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Valuation allowance
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(3,598
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)
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(3,583
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)
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Net deferred tax asset
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-
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-
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B.
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Tax loss carry-forwards
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Israel
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4,560
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4,518
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United States (*)
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7,155
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7,011
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11,715
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11,529
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ISSUANCE DATE
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OUTSTANDING
AS OF December 31,
2016 and
March 31, 2017 *
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EXERCISE
PRICE
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EXERCISABLE
THROUGH
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January 2010
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43,069
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$
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0.055
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April 2018
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A.
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Stockholders Rights:
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B.
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Preferred Stock
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C. |
Issuance of Shares:
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D. |
Reverse Stock Split:
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E. |
Options issued to consultants:
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For the three months ended
March 31, 2017
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||||||||||||
Number of stock options
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Weighted average exercise price
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Aggregate intrinsic value
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Outstanding at beginning of period
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126,730
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$
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0.01
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Granted
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-
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-
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Exercised
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-
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-
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Cancelled
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-
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-
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Outstanding at end of period
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126,730
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$
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0.01
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125,462
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Vested and expected-to-vest at end of period
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42,243
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$
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0.01
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41,820
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Exercise price
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Stock options outstanding
as of March 31,
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Weighted average remaining
contractual life – years
as of March 31,
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Stock options exercisable
as of March 31,
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$
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2 0 1 6
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2017
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2017
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0.01
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126,730
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9.4
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42,243
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EXHIBIT
NUMBER
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DESCRIPTION
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31.1
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Certification of Chief Executive Officer pursuant to rule 13a-14(a).*
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31.2
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Certification of Chief Financial Officer pursuant to rule 13a-14(a).*
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32.1
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Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.**
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101.1
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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.*
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ARTEMIS THERAPEUTICS, INC. | ||
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Dated: May 15, 2017
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By: |
/s/ Peter Payne
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Peter Payne
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Chief Executive Officer
(Principal Executive Officer)
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Dated: May 15, 2017
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By: |
/s/ Chanan Morris
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Chanan Morris
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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