MANUKA, INC. Item 1.01. Entry into a Material Definitive Agreement
On
Item 2.01. Completion of Acquisition or Disposition of Assets
SHARE EXCHANGE AGREEMENT AND SHARE EXCHANGE BETWEEN MANUKA LTD AND ARTEMIS THERAPEUTICS INC.
On
The Share Exchange Agreement provides that, upon the terms, and subject to the
conditions set forth therein, on the closing date, which occurred on
Following the Closing, (i) the Manuka Shares have been released to Artemis, and
(ii) the Consideration Shares have been released to the Shareholders. As
required pursuant to the Tax Ruling, prior to the Closing, the parties have
engaged a trustee (the "103K Trustee") under a separate trust agreement (the
"Trust Agreement"), who shall hold in trust (a) all
The Share Exchange Agreement contains customary representations and warranties
from each party to the agreement, and each party has agreed to customary
covenants, including, among others, covenants relating to (x) the conduct of
each of Manuka's and Artemis' business during the period between the execution
of the Share Exchange Agreement and the Closing, and (y) no transfer of
Item 2.02. Results of Operations and Financial Condition.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management's Discussion and Analysis of Financial Condition and
Results of Operations ("MD&A") covers information pertaining to the Company for
the three months ended
Overview
We are a beauty company that develops and distributes premium-quality skincare
products, that are based on M?nuka honey and bee venom. Since our inception,
Manuka's business activities primarily consisted of developing and manufacturing
skincare products based on M?nuka honey and bee venom from
Components of Operating Results
Operating Expenses
Our current operating expenses consist of two components - sales and marketing and general and administrative expenses.
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Sales and Marketing Expenses
Our Sales and Marketing Expenses consist primarily of Advertising expenses and
public relations to promote the sales of the company's products. Our sales and
marketing expenses totaled
Comparison of the Three Months Ended
Results of Operations
The following table presents our results of operations for the three months
ended
For the Three Months Ended
March 31,
2022 2021
(in thousands)
Sales and marketing expenses, net $ 109 $ 10
General and administrative expenses 102 21
Operating loss (198 ) (31 )
Financial expenses (5 ) (2 )
Net loss $ (203 ) $ (33 )
. . .
Item 3.02. Unregistered Sales of
Shares Issued in Connection with the Share Exchange Agreement
On
Following the Closing, (i) the Manuka Shares have been released to Artemis, and
(ii) the Consideration Shares have been released to the Shareholders. As
required pursuant to the Tax Ruling, prior to the Closing, the parties have
engaged the 103K Trustee under a separate Trust Agreement, who shall hold in
trust (a) all
The Share Exchange Agreement contains customary representations and warranties
from each party to the agreement, and each party has agreed to customary
covenants, including, among others, covenants relating to (x) the conduct of
each of Manuka's and Artemis' business during the period between the execution
of the Share Exchange Agreement and the Closing, and (y) no transfer of
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The Share Exchange Agreement and the First Amendment are each filed as an exhibit to this report. All descriptions of the Share Exchange Agreement herein are qualified in their entirety by reference to the text thereof filed as an exhibit hereto, which is incorporated herein by reference.
In addition, on
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers, Compensatory Arrangements of Certain Officers
The disclosures set forth in Item 2.01 are hereby incorporated by reference into this Item 5.02.
Item 5.06. Change in Shell Company Status
Following the consummation of the Share Exchange described in Item 1.01 and Item 2.01 of this Current Report on Form 8-K, the Company believes that it is not a shell corporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
The audited financial statements of Manuka for the years ended
(b) Pro Forma Financials
The unaudited pro forma balance sheet and statement of operations of the Company
and Manuka, and the notes thereto as of
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(d) Exhibits
3.1* Articles of Incorporation of the Company, as amended (previously filed
as exhibit 3.1 to our Form 10-SB filed with the SEC on June 10, 1998 ;
Exhibits 3.1 and 3.2 to our Current Report on Form 8-K filed with the SEC
on November 8, 2002 ; Exhibit 4 to our Current Report on Form 8-K filed
with the SEC on July 22, 2003 ; and Exhibit 3.1 to our Current Report on
Form 8-K filed with the SEC on September 24, 2010 ).
4.1** Certificate of Designation of Series D Convertible Preferred Stock.
10.1* Share Exchange Agreement by and between Artemis Therapeutics, Inc. ,
Manuka Ltd. , an Israeli company and the shareholders of Manuka Ltd. ,
dated March 6, 2022 (previously filed as exhibit 10.1 to our Form 10-Q
with the SEC on May 23, 2022 ).
10.2**^ First Amendment to the Share Exchange Agreement by and between Artemis
Therapeutics, Inc. , Manuka Ltd. , an Israeli company and the shareholders
of Manuka Ltd. , dated June 30, 2022 .
10.3**^ Supply Agreement between Manuka Ltd. and Waitemata Honey Co. Ltd. ,
dated July 20, 2021 .
10.4**^ English Translation of Agreement between Manuka Ltd. and Chic Cosmetic
Industries 1987 Ltd., dated December 14, 2021 .
10.5** English Translation of Import License from the Israeli Ministry of
Health, dated February 28, 2022 .
10.6** Form of Warrant Exchange Agreement.
10.7** Form of Debt Forgiveness Agreement.
21.1** List of Subsidiaries.
99.1** Audited Financial Statements of Manuka Ltd. for the years ended
December 31, 2021 and December 31, 2020 .
99.2** Unaudited Financial Statements of Manuka Ltd. as of March 31 ,2022.
99.3** Unaudited Pro Forma Balance Sheet and Statement of Operations of
Artemis Therapeutics, Inc. and Manuka Ltd. as of March 31, 2022
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained
in Exhibit 101).
^ Certain identified information in the exhibit has been excluded from the
exhibit because it is both (i) not material and (ii) would likely cause
competitive harm to the Company if publicly disclosed. The Company agrees
to furnish supplementally a copy of any omitted schedule or exhibit to the
SEC upon request.
* Previously filed.
** Filed herewith.
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