Manuka Ltd entered into a share exchange agreement to acquire Artemis Therapeutics Inc. (OTCPK:ATMS) for $92.4 million in a reverse merger transaction on March 6, 2022. Under the share exchange agreement, Artemis will acquire all of the outstanding shares of Manuka from its shareholders in exchange for an aggregate of 92.446687 million shares of Artemis' common stock such that the shareholders will hold, immediately following the closing, 89% of Artemis' 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 Manuka shares and the consideration shares will be placed in escrow with a third-party escrow agent pending the closing. Following the closing, Manuka will become Artemis' wholly owned subsidiary. The share exchange agreement may be terminated under certain circumstances.

The share exchange agreement is subject to certain closing conditions, including, Artemis will be satisfied in its sole discretion with the results of its due diligence investigation of Manuka; the required tax rulings pursuant to the Israeli Income Tax Ordinance, 1961, as amended, and the rules and regulations thereunder shall have been received; Manuka shall have delivered the required closing financial statements; Manuka shall have paid off $85,000 of our existing debt and our existing shareholders shall have paid off the balance of our existing debt; and Artemis' board of directors shall be comprised of one member, who shall be nominated at the closing.

Manuka Ltd completed the acquisition of Artemis Therapeutics Inc. (OTCPK:ATMS) in a reverse merger transaction on June 30, 2022. At Closing, and as required as a condition by the Israeli Tax Authority to affect a tax ruling to approve the transactions contemplated by the Share Exchange Agreement, which was received on June 21, 2022. Artemis acquired all of the outstanding shares of Manuka (the “Manuka Shares”) from Manuka's shareholders in exchange for an aggregate amount of 33,791,641 shares of common stock of Artemis and 110,000 shares of Artemis' Series D Preferred stock (convertible into 66,000,000 shares of Artemis' common stock) (collectively, the “Consideration Shares”), such that Manuka's shareholders hold, immediately following the Closing, eighty-nine percent (89%) of Artemis' issued and outstanding share capital (including and assuming the full conversion of the Series D Preferred stock).