Delaware | 2844 | 81-1417774 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
Executive Offices)
Oded Har-Even, Esq. Ron Ben-Bassat, Esq. Sullivan & Worcester LLP 1633 Broadway New York, NY 10019 Telephone: (212) 660-5000 Facsimile: (212) 660-3001 |
Large accelerated filer: ☐ | Accelerated filer: ☐ |
Non-accelerated filer: ☒ | Smaller reporting company: ☒ |
Emerging growth company: ☐ |
S-1 | |
S-1 | |
S-3 | |
S-5 | |
S-16 | |
S-17 | |
S-18 | |
S-23 | |
S-30 | |
S-34 | |
S-35 | |
S-38 | |
S-41 | |
S-42 | |
S-42 | |
S-42 |
Common Stock Offered by the Selling Stockholders: | Up to 15,232,243 shares of Common Stock. | |
Common Stock Currently Issued and Outstanding: | 112,033,909 | |
Use of Proceeds: | The Selling Stockholders will receive all of the proceeds from the sale of our Common Stock in this offering. We will not receive any proceeds from the sale of shares of Common Stock by the Selling Stockholders. See “Use of Proceeds.” | |
Risk Factors: | An investment in the Common Stock offered under this prospectus is highly speculative and involves substantial risk. Please carefully consider the “Risk Factors” section and other information in this prospectus for a discussion of risks. Additional risks and uncertainties not presently known to us or that we currently deem to be immaterial may also impair our business and operations. Our Common Stock is subject to quotation on OTC Pink under the symbol “ATMS”. There is a volatile and limited trading market for our securities. | |
Listing | We have applied for quotation on the OTCQB. Until such time as our Common Stock is quoted on the OTCQB or listed on any national securities exchange or automated interdealer quotation system, the shares covered by this prospectus will be sold by the Selling Stockholders from time to time at a fixed price of $1.30 per share, representing the average of the high and low prices as reported on the OTC Pink on December 19, 2022. If and when our Common Stock is regularly quoted on the OTCQB or listed on any national securities exchange or automated interdealer quotation system, the Selling Stockholders may sell their respective shares of Common Stock, from time to time, at prevailing market prices or in privately negotiated transactions. |
● | sales of our products; |
● | the size and growth of our product market; |
● | our limited operating history and inability to effectively grow our business; |
● | our developing and manufacturing capabilities; |
● | supply disruption; |
● | our entering into certain partnerships with third parties; |
● | obtaining required regulatory approvals for sales or exports of our products; |
● | our marketing plans; |
● | our expectations regarding our short- and long-term capital requirements; |
● | the effect of COVID-19 on our business; |
● | our outlook for the coming months and future periods, including but not limited to our expectations regarding future revenue and expenses; and |
● | information with respect to any other plans and strategies for our business. |
• | risks that we may not have sufficient capital to achieve our growth strategy; |
• | risks that we may not develop our product and service offerings in a manner that enables us to be profitable and meet our customers’ requirements; |
• | risks related to the ability for us to attract, enter into or maintain contracts with customers, partners and other third parties, including health food chains, retail outlets and other online distributers; |
• | risks that our growth strategy may not be successful; and |
• | risks that fluctuations in our operating results will be significant relative to our revenues. |
• | the level of demand for our brands and products in a particular distribution area; |
• | our ability to price our products at levels competitive with those of competing products; and |
• | our ability to deliver products in the quantity and at the time ordered by distributors, retailers and other third-parties. |
• | continue our research and preclinical and clinical development of our products; |
• | advance our programs into more expensive clinical studies; |
• | initiate additional preclinical, clinical, or other studies for our product candidates; |
• | change or add additional manufacturers or suppliers; |
• | seek regulatory and marketing approvals for our product that successfully complete regulatory approvals; |
• | establish a sales, marketing, and distribution infrastructure to commercialize any products for which we may obtain marketing approval; |
• | make milestone or other payments under any license agreements; |
• | seek to maintain, protect, and expand our intellectual property portfolio; |
• | seek to attract and retain skilled personnel; |
• | create additional infrastructure to support our operations as a public company and our product development and planned future commercialization efforts; and |
• | experience any delays or encounter issues with any of the above, including but not limited to failed studies, complex results, safety issues, or other regulatory challenges that require longer follow-up of existing studies, additional major studies, or additional supportive studies in order to pursue marketing approval. |
• | have economic or business interests or goals that are inconsistent with ours; |
• | have economic or business hardship, including COVID-19 pandemic or other global crisis; |
• | take actions contrary to our instructions, requests, policies or objectives; |
• | be unable or unwilling to fulfill their obligations to comply with applicable regulations, including those regarding the safety and quality of products and ingredients and good manufacturing practices; |
• | have financial difficulties; |
• | encounter raw material or labor shortages; and |
• | encounter increases in raw material or labor costs that may affect our procurement costs. |
• | The increased concentration of the ownership of our shares by a limited number of affiliated stockholders following the merger may limit interest in our securities; |
• | variations in quarterly operating results from the expectations of securities analysts or investors; |
• | revisions in securities analysts’ estimates or reductions in security analysts’ coverage; |
• | announcements of new products or services by us or our competitors; |
• | reductions in the market share of our products; |
• | announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments; |
• | general technological, market or economic trends; |
• | investor perception of our industry or prospects; |
• | insider selling or buying; |
• | investors entering into short sale contracts; |
• | regulatory developments affecting our industry; and |
• | additions or departures of key personnel. |
• | changes in our industry; |
• | our ability to obtain working capital financing; |
• | additions or departures of key personnel; |
• | limited “public float” in the hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for our Common Stock; |
• | sales of our Common Stock |
• | our ability to execute our business plan; |
• | operating results that fall below expectations; |
• | loss of any strategic relationship; |
• | regulatory developments; |
• | economic and other external factors; and |
• | period-to-period fluctuations in our financial results. |
Year ended December 31 | Year ended December 31 | |||||||
2022 | 2021 | |||||||
($ THOUSANDS) | ($ THOUSANDS) | |||||||
Revenues | 311 | 7 | ||||||
Costs of revenues | 54 | 1 | ||||||
Gross profit | 257 | 6 | ||||||
Operating expenses | ||||||||
Sales and marketing | 664 | 66 | ||||||
General and administrative | 952 | 230 | ||||||
Total operating expenses | 1,616 | 296 | ||||||
Operating loss | (1,359 | ) | (290 | ) | ||||
Financial expenses/Income, net | 4 | (39 | ) | |||||
Net Loss and Total Comprehensive Loss | (1,355 | ) | (329 | ) | ||||
Loss per share: | ||||||||
Basic and diluted net loss per share | (0.01 | ) | (0.00 | ) | ||||
Weighted average number of common stocks used in calculation of net loss per Common share: | ||||||||
Basic and diluted | 57,058,283 | 26,139,289 |
Year ended December 31 | ||||||||
2022 | 2021 | |||||||
($ THOUSANDS) | ($ THOUSANDS) | |||||||
Cash flows from operating activities: | ||||||||
Net loss | (1,355 | ) | (329 | ) | ||||
Net cash used in operating activities | (390 | ) | (279 | ) | ||||
Cash flows from investing activities: | ||||||||
Net cash used in investing activities | (26 | ) | (27 | ) | ||||
Cash flows from financing activities: | ||||||||
Net cash provided by financing activities | - | 774 | ||||||
Cash and cash equivalents at beginning of period | 471 | 3 | ||||||
Cash and cash equivalents at end of period | 55 | 471 | ||||||
Non-cash activities: | ||||||||
Intangible assets recognized with corresponding other liability | 6 | 32 | ||||||
Reverse recapitalization effect on equity | (60 | ) | - | |||||
Right-of-use asset recognized with corresponding lease liability | - | 60 | ||||||
Purchase of property and equipment in credit | - | 12 |
• | Face Serum with Manuka Honey and Bee Venom. This product supports blurring and reduces skin wrinkles. It regenerates skin cells and gives a young and vital appearance to the skin. The bee venom encourages natural skin revival, boosts production of Collagen, enhances skin elasticity and has healing properties for damages skin cells. |
• | Face Serum with Enhanced Vitamin C. The single product without bee venom but with enhanced quantity of Vitamin C. Provides a hearty dose of moisture for a firm skin appearance and reduction of wrinkles. |
• | Day Cream. Nourishes the skin, protects, and guards its flexibility. Bee venom contributes to the toning of the skin for a smooth, radiant and healthy appearance, with the addition of hyaluronic acid for restoring skin vitality. |
• | Nourishing Night Cream with Manuka Honey and Nee Venom. This product contains a significant number of amino acids, vitamins, and minerals. It also includes bee venom that contributes to the toning of the skin for a smooth, radiant and healthy appearance, with the addition of hyaluronic acid for restoring skin vitality. |
• | Eye Cream with Manuka Honey and Bee Venom. This product treats and softens the sensitive area around the eyes. It has properties for nourishing the skin to protect and guard its flexibility. Bee venom contributes to the toning of the skin for a smooth, radiant and healthy appearance, with the addition of hyaluronic acid for restoring skin vitality. |
• | Face Cleanser Gel. This is a light and refreshing face cleanser, with Mānuka honey and bee venom. |
• | Face Serum. Face serum based on plant stem cells. |
• | Pure Mānuka honey for direct consumer consumption; and |
• | Skincare products based on Mānuka honey and bee venom. |
1. | Drive growth across skincare and health enthusiast consumer communities. We intend to target skincare and wellness groups across multiple demographics and shopping behaviors. We believe it can drive customer acquisition across both skincare and wellness enthusiasts and up through advertising on social media platforms, such as Facebook and Instagram as well as on, YouTube, TikTok and Google, thus driving our leadership as a diversity-forward brand. |
2. | Deliver world class skincare products based on Manuka honey. Mānuka honey and bee venom that is included in our skincare products are the focus of our value proposition and represents a core differentiator within the market. We engage skincare and wellness clientele to discover the unique ingredients and health benefits of our leading component, Mānuka honey, with a combination focused on innovation and leading trends, differentiation, and exclusivity. We believe that our selection of merchandise and affordable pricing offer a unique shopping experience for our customers. |
3. | Digital engagement. Our strategic vision is to build a leading digital experience that engages with our customers through our differentiated products, personalization, convenience, and interactive experiences. |
4. | Deliver operational excellence and drive efficiencies. Our strategic vision is to manage end-to-end speed, quality, and efficiency to deliver exceptional customer experiences, while leveraging efficiencies of scale to drive profit improvement. |
5. | Invest in talent that drives a winning culture. Leadership, culture, and engagement of our executives are key drivers of our performance. We have an experienced management team that brings a creative and experienced online sales approach and a disciplined operating philosophy to our business. |
NAME | AGE | POSITION | ||
EXECUTIVE OFFICERS | ||||
Shimon Citron | 67 | Chief Executive Officer, Director | ||
David Dana | 59 | Chief Financial Officer | ||
Haim Tabak | 75 | Chief Operating Officer |
Name and Principal Position | Year | Salary | Bonus | Equity Awards | Option Awards | All Other Compensation | Total (2) | |||||||||||||||||||
Shimon Citron, CEO | 2022 | $ | 98 | -- | -- | -- | $ | 36 | (1) | $ | 134 | |||||||||||||||
2021 | -- | -- | -- | -- | $ | 49 | (1) | $ | 49 | |||||||||||||||||
Haim Tabak, COO | 2022 | 36 | -- | -- | -- | $ | 30 | $ | 66 | |||||||||||||||||
2021 | -- | -- | -- | -- | $ | 27 | $ | 27 | ||||||||||||||||||
David Dana, CFO (3) | 2022 | -- | -- | -- | 182 | $ | 23 | (4) | $ | 205 | ||||||||||||||||
2021 | -- | -- | -- | -- | -- | -- |
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class(1) | ||||||
5% Stockholders: | ||||||||
Chomsky Group | 16,819,250 | 15 | %(2) | |||||
Executive Officers: | ||||||||
Shimon Citron | 80,729,883 | 72 | %(3) | |||||
David Dana | - | - | % | |||||
Haim Tabak | ||||||||
All directors and executive officers as a group (3 Persons) | 80,729,883 | 72 | % |
(1) | Applicable percentage ownership is based on 112,033,909 shares of Common Stock outstanding. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of Common Stock that are currently exercisable or exercisable within 60 days of December 20, 2022 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. |
(2) | Includes shared vote of 12,614,868 shares of Common Stock common beneficially held by Adler Chomsky Marketing Communication Ltd. and 4,204,382 shares of Common Stock beneficially held by Eyal Chomsky Holdings Ltd. Address: 50 Menachem Begin St., Tel Aviv 6777682. |
(3) | Includes 32,292,193 shares of Common Stock beneficially owned by Mr. Citron’s wife, Mrs. Sigalit Citron and 48,437,690 shares of Common Stock beneficially owned by Mr. Shimon Citron. Address: 19 Haim Bar-Lev St., Tel Aviv 5265368. |
Name of Selling Stockholders | Number of Common Stock Owned Prior to Offering | Maximum Number of Common Stock to be Offered Pursuant to this Prospectus | Number of Common Stock Owned Immediately After Sale of Maximum Number of Common Stock in this Offering | |||||||||||||||||||||
Number(1) | Percent(2) | Number | Percent | Number(3) | Percent(2) | |||||||||||||||||||
Jewish Community Foundation of Greater MetroWest NJ(4) | 4,101,003 | 3.66 | % | 4,101,003 | 3.66 | % | - | - | ||||||||||||||||
Harmony (H.A) Investments Ltd.(5) | 2,711,069 | 2.42 | % | 2,711,069 | 2.42 | % | - | - | ||||||||||||||||
Nadav Kidron(6) | 1,176,636 | 1 | % | 1,176,636 | 1 | % | - | - | ||||||||||||||||
Shimon Citron(7) | 48,437,690 | 72 | % | 1,000,000 | * | % | 47,437,690 | 71 | % | |||||||||||||||
Sigalit Citron(8) | 32,292,193 | 72 | % | 1,000,000 | * | % | 31,292,193 | 71 | % | |||||||||||||||
Globis Capital Partners, LP(9) | 1,585,682 | - | * | 1,585,682 | * | 1,585,682 | - | |||||||||||||||||
Chanan Morris(10) | 780,934 | - | * | 780,934 | * | 780,934 | - | |||||||||||||||||
Globis International Investments LLC(11) | 616,654 | - | * | 616,654 | * | 616,654 | - | |||||||||||||||||
Adler Chomsky Marketing Communications Ltd.(12) | 12,614,868 | 15 | % | 500,000 | 12,114,868 | 14 | % | |||||||||||||||||
Eyal Chomsky Holdings Ltd.(13) | 4,204,382 | 15 | % | 500,000 | 3,704,382 | 14 | % | |||||||||||||||||
Zavit Holding(14) | 385,461 | * | 385,461 | * | 385,461 | - | ||||||||||||||||||
Israel Alfassi(15) | 278,460 | * | 278,460 | * | 278,460 | - | ||||||||||||||||||
Brian M. Culley(16) | 220,233 | * | 220,233 | * | 220,233 | - | ||||||||||||||||||
Amiad Solomon(17) | 220,233 | * | 220,233 | * | 220,233 | - | ||||||||||||||||||
ARZ Chemicals International Trade Ltd.(18) | 155,878 | * | 155,878 | * | 155,878 | - | ||||||||||||||||||
Total | 109,781,376 | - | 15,232,243 | 98,792,668 | - |
1. | Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. |
2. | As of December 20, 2022 all Series A Preferred Stock, Series C Preferred Stock and Series D Preferred Stock were converted into Common Stock. |
3. | Assumes the sale of all shares being offered pursuant to this prospectus. |
4. | Consists of 4,101,003 shares of Common Stock. Howard Rabner, Chief Financial Officer, has voting and dispositive power over our shares held by the selling stockholder Address: 901 Route 10, Whippany, NJ 07981. |
5. | Includes 468,560 shares of Common Stock issued in connection with a debt forgiveness agreement with the Company and 2,242,509 shares of Common Stock issued in connection with the Share Exchange Agreement, as amended, entered into by the selling stockholder. Address: 1 Haharuv St., Ramat Hasharon 4725343, Israel. |
6. | Consists of 1,176,636. Address: 2 Elza St. Jerusalem, Israel. |
7. | Beneficial ownership calculation includes Mr. Citron’s wife, Mrs. Sigalit Citron. Address: 19 Haim Bar-Lev St., Tel Aviv 5265368. |
8. | Beneficial ownership calculation includes Mrs. Citron’s husband, Shimon Citron. Address: 19 Haim Bar-Lev St., Tel Aviv 5265368. |
9. | Includes 1,585,682 shares of Common Stock issued in connection with a warrant exchange agreement, entered into by the selling stockholder. Paul Packer, a Managing Member of Globis Capital Partners, LP, has voting and dispositive power over our shares held by the selling stockholder. Address: 7100 W. Camino Real- Suite 302-48, Boca Raton, FL 33433. |
10. | Consists of 780,934 shares of Common Stock issued in connection with an option exchange agreement, entered into by the selling stockholder. Address: 30 Pitum Haktoret 3, Efrat, Israel 9045830. |
11. | Includes 616,654 shares of Common Stock issued in connection with a warrant exchange agreement, entered into by the selling stockholder. Paul Packer, a Managing Member of Globis International Investments LLC, has voting and dispositive power over our shares held by the selling stockholder. Address: 7100 W. Camino Real- Suite 302-48, Boca Raton, FL 33433. |
12. | Beneficial ownership calculation includes shared vote beneficially held by Eyal Chomsky Holdings Ltd. Address: 50 Menachem Begin St., Tel Aviv 6777682. |
13. | Beneficial ownership calculation includes shared vote beneficially held by Adler Chomsky Marketing Communications Ltd. Address: 50 Menachem Begin St., Tel Aviv 6777682. |
14. | Consists of 385,461 shares of Common Stock. Amiad Solomon, a CEO and Owner of Zavit Holding, has voting and dispositive power over our shares held by the selling stockholder. Address: 14 Hameyasdim St., Kfar Adomim, Israel. |
15. | Consists of 278,460 shares of Common Stock. Address: 73 Weizman St., Tel-Aviv, Israel 6215518. |
16. | Consists of 220,233 shares of Common Stock issued in connection with a warrant exchange agreement, entered into by the selling stockholder. Address: 2153 Whisper Wind Lane, Encinitas, CA 92024. |
17. | Includes 220,233 issued in connection with a warrant exchange agreement, entered into by the selling stockholder. Address: 14 Hameyasdim St., Kfar Adomim, Israel. |
18. | Consists of 155,878 shares of Common Stock. Address: 27 Hareut St. Netanya, Israel 4256532. |
• | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
• | block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
• | an exchange distribution in accordance with the rules of the applicable exchange; |
• | privately negotiated transactions; |
• | settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; |
• | broker-dealers may agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per share; |
• | through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; |
• | a combination of any such methods of sale; and |
• | any other method permitted pursuant to applicable law. |
• | one percent of the total number of shares of our Common Stock outstanding; or |
• | the average weekly reported trading volume of our Common Stock for the four calendar weeks prior to the sale |
Page | |
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 1197) | F-2 - F-3 |
F-4 | |
F-5 | |
F-6 - F-7 | |
F-8 | |
F-9 - F-20 |
F - 1
• | We assessed the accuracy and completeness of the awards granted during the year by reading grant documents. |
• | We evaluated the appropriateness of the valuation method used for the stock option grants. |
• | We evaluated the significant assumptions used by management to calculate the fair value of stock options granted. Such evaluation included independent calculation of the expected volatility. |
• | We developed an independent estimate of the fair value for all the grants during the year and compared it to the fair value used by management. |
December 31 | ||||||||||||
Note | 2022 | 2021 | ||||||||||
$ | $ | |||||||||||
ASSETS | ||||||||||||
CURRENT ASSETS | ||||||||||||
Cash and cash equivalents | 55 | 471 | ||||||||||
Trade receivables | 14 | - | ||||||||||
Other receivables | 27 | 20 | ||||||||||
Inventory | 3 | 47 | 74 | |||||||||
Total current assets | 143 | 565 | ||||||||||
NON-CURRENT ASSETS: | ||||||||||||
Property and equipment, net | 5 | 50 | 37 | |||||||||
Operating lease right-of-use assets | 7 | 37 | 55 | |||||||||
Intangible assets, net | 6 | 35 | 32 | |||||||||
Total long-term assets | 122 | 124 | ||||||||||
TOTAL ASSETS | 265 | 689 | ||||||||||
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIENCY) | ||||||||||||
CURRENT LIABILITIES: | ||||||||||||
Short-term credit | 86 | 97 | ||||||||||
Trade account payables | 571 | 42 | ||||||||||
Short-term operating lease liabilities | 7 | 19 | 19 | |||||||||
Other account payables | 328 | 102 | ||||||||||
Total current liabilities | 1,004 | 260 | ||||||||||
NON-CURRENT LIABILITIES: | ||||||||||||
Long-term loan from a related party | 9 | 236 | 239 | |||||||||
Long-term operating lease liabilities | 7 | 15 | 38 | |||||||||
Other liabilities | 6 | 36 | 32 | |||||||||
Total long-term liabilities | 287 | 309 | ||||||||||
Total liabilities | 1,291 | 569 | ||||||||||
STOCKHOLDER’S EQUITY (DEFICIENCY): | ||||||||||||
Common stock of $0.01 par value – Authorized: 150,000,000, issue and outstanding 112,033,909 as of December 31, 2022 and 31,549,132 as of December 2021; | 8 | 1,120 | 315 | |||||||||
Series D Convertible Preferred stock, $0.01 par value - Authorized: 110,000 shares; issued and outstanding: 0 shares as of December 31, 2022 and 110,000 shares as December 31, 2021 | - | 1 | ||||||||||
Capital reserve from transaction with a major stockholder | 37 | 15 | ||||||||||
Stock based compensation | 182 | - | ||||||||||
Additional paid in capital | - | 186 | ||||||||||
Accumulated deficit | (2,365 | ) | (397 | ) | ||||||||
Total Stockholders’ deficiency | (1,026 | ) | 120 | |||||||||
Total liabilities and Stockholder’s equity (deficiency) | 265 | 689 |
Year ended December 31 | Year ended December 31 | |||||||
2022 | 2021 | |||||||
$ | $ | |||||||
Revenues | 311 | 7 | ||||||
Costs of revenues | 54 | 1 | ||||||
Gross profit | 257 | 6 | ||||||
Operating expenses | ||||||||
Sales and marketing | 664 | 66 | ||||||
General and administrative | 952 | 230 | ||||||
Total operating expenses | 1,616 | 296 | ||||||
Operating loss | (1,359 | ) | (290 | ) | ||||
Financial expenses/Income, net | 4 | (39 | ) | |||||
Net Loss and Total Comprehensive Loss | (1,355 | ) | (329 | ) | ||||
Loss per share: | ||||||||
Basic and diluted net loss per share | (0.01 | ) | (0.00 | ) | ||||
Weighted average number of common stocks used in calculation of net loss per Common share: | ||||||||
Basic and diluted | 57,058,283 | 26,139,289 |
Consolidated Statements of Changes in Stockholder’s Equity (deficiency)
(USD in thousands, except share data)
Common Shares | Preferred Stock D | Capital reserve from transaction with related parties | Additional Paid In Capital | Accumulated Deficit | Total | |||||||||||||||||||||||||||||
Number | $ | Number | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Balance as of December 31, 2020 | 26,109,483 | 261 | 91,034 | 1 | 2 | (261 | ) | (68 | ) | (65 | ) | |||||||||||||||||||||||
Issuance of Common Shares | 5,439,650 | 54 | 18,966 | (* | ) | 447 |
| 501 | ||||||||||||||||||||||||||
Transactions with shareholders (Note 6) | 13 | 13 | ||||||||||||||||||||||||||||||||
Net Loss | (329 | ) | (329 | ) | ||||||||||||||||||||||||||||||
Balance as of December 31, 2021 | 31,549,132 | 315 | 110,000 | 1 | 15 | 186 | (397 | ) | 120 |
F - 6
Common Shares | Preferred Stock A | Preferred Stock C | Preferred Stock D | Capital reserve from transaction with related parties | Share based compensation | Additional Paid in Capital | Accumulated deficit | Total | ||||||||||||||||||||||||||||||||||||||||||||
Number | $ | Number | $ | Number | $ | Number | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2021 | 31,549,132 | 315 | 110,000 | 1 | 15 | - | 186 | (397 | ) | 120 | ||||||||||||||||||||||||||||||||||||||||||
Stock based compensation on stock options granted to a service provider | 2,242,509 | 23 | 42 | 65 | ||||||||||||||||||||||||||||||||||||||||||||||||
Effect of reverse recapitalization transaction | 11,333,764 | 113 | 453 | (** | ) | 250 | (** | ) | (173 | ) | (60 | ) | ||||||||||||||||||||||||||||||||||||||||
Conversion of preferred A &C & D share of Common Stock | 66,908,504 | 669 | (453 | ) | (** | ) | (250 | ) | (** | ) | (110,000 | ) | (1 | ) | (55 | ) | (613 | ) | - | |||||||||||||||||||||||||||||||||
Share base compensation | 182 | 182 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Transactions with stockholders (Note 6) | 22 | 22 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Net Loss | (1,355 | ) | (1,355 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2022 | 112,033,909 | 1,120 | - | - | - | - | - | - | 37 | 182 | - | (2,365 | ) | (1,026 | ) |
(**) Represents an amount lower than 1 USD
Artemis Therapeutics Inc.
Consolidated Statement of Cash Flows
(USD in thousands)
Year ended December 31 | Year ended December 31 | |||||||
2022 | 2021 | |||||||
$ | $ | |||||||
Cash flows from operating activities: | ||||||||
Net loss | (1,355 | ) | (329 | ) | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation and amortization | 16 | 3 | ||||||
Share based compensation | 182 | - | ||||||
Increase (decrease) in operating lease liabilities | (5 | ) | 2 | |||||
Share-based to service provider | 65 | - | ||||||
Increase in other liabilities | (2 | ) | (* | ) | ||||
Exchange rate differences | (14 | ) | - | |||||
Accrued interest from stockholder loans from a major stockholder | 22 | 13 | ||||||
Increase in trade account receivable and other receivables | (16 | ) | (15 | ) | ||||
Increase in trade accounts payable and other accounts payable | 690 | 121 | ||||||
Increase (decrease) in inventory | 27 | (74 | ) | |||||
Net cash used in operating activities | (390 | ) | (279 | ) | ||||
Cash flows used in investing activities: | ||||||||
Purchase of property and equipment | (26 | ) | (27 | ) | ||||
Net cash used in investing activities | (26 | ) | (27 | ) | ||||
Cash flows provided by financing activities: | ||||||||
Short-term credit | - | 96 | ||||||
Issuance of Common stock | - | 501 | ||||||
Loan received from A major stockholder | - | 177 | ||||||
Net cash provided by financing activities | - | 774 | ||||||
Increase in cash and cash equivalents | (416 | ) | 468 | |||||
Cash and cash equivalents at beginning of period | 471 | 3 | ||||||
Cash and cash equivalents at end of period | 55 | 471 | ||||||
Non-cash activities: | ||||||||
Intangible assets recognized with corresponding other liability | 6 | 32 | ||||||
Reverse recapitalization effect on equity | (60 | ) | - | |||||
Right-of-use asset recognized with corresponding lease liability | - | 60 | ||||||
Purchase of property and equipment in credit | - | 12 |
NOTE 1 | - | DESCRIPTION OF BUSINESS AND GENERAL |
NOTE 2 | - | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
A. | Accounting principles: |
B. | Use of estimates in the preparation of financial statements: |
C. | Functional currency: |
D. | Cash and cash equivalents: |
E. | Inventory: |
F. | Property and equipment: |
% | |
Computers and electronic equipment | 33 |
Capitalization of website development costs | 20 |
Office furniture and equipment | 7 |
NOTE 2 | - | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.) |
G. | Impairment of long-lived assets: |
H. | Basic and diluted net loss per share: |
I. | Income Tax: |
J. | Revenue recognition: |
NOTE 2 | - | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
K. | Concentration of credit risk: |
L. | Commitments and contingencies: |
M. | Fair value measurements: |
N. | Leases: |
NOTE 2 | - | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.) |
N. | Leases (Cont.): |
O. | Stock-based compensation: |
P. | Impact of recently issued and adopted accounting standards: |
NOTE 2 | - | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.) |
P. | Impact of recently issued and adopted accounting standards (Cont.): |
Q. | New accounting pronouncements not yet effective: |
NOTE 3 | - | INVENTORIES |
December 31, | ||||||||
2022 | 2021 | |||||||
Raw materials | 24 | 32 | ||||||
Finished goods | 23 | 42 | ||||||
47 | 74 |
NOTE 4 | - | COMMITMENTS AND CONTINGENT LIABILITIES |
NOTE 5 | - | PROPERTY AND EQUIPMENT, NET |
December 31, | ||||||||
2022 | 2021 | |||||||
Cost: | ||||||||
Computers and electronic equipment | 11 | 6 | ||||||
Capitalization of website development costs | 55 | 34 | ||||||
66 | 40 | |||||||
Accumulated depreciation: | ||||||||
Computers and electronic equipment | (4 | ) | (1 | ) | ||||
Capitalization of website development costs | (12 | ) | (3 | ) | ||||
(16 | ) | (4 | ) | |||||
Depreciated cost | 50 | 36 |
NOTE 6 | - | INTANGIBLES, NET |
December 31, 2022 | ||||||||||||||||||||
Estimated Useful Life (in years) | Gross Book Value | Accumulated Amortization | Net Book Value | Weighted Average Remaining Useful Life (in years) | ||||||||||||||||
Acquisition of IP | 10 | 39 | 4 | 35 | 9 |
December 31, 2021 | ||||||||||||||||||||
Estimated Useful Life (in years) | Gross Book Value | Accumulated Amortization | Net Book Value | Weighted Average Remaining Useful Life (in years) | ||||||||||||||||
Acquisition of IP | 10 | 32 | - | 32 | 10 |
NOTE 7 | - | LEASES |
December 31, | ||||||||
2022 | 2021 | |||||||
Operating lease cost | 21 | 6 | ||||||
Total lease costs | 21 | 6 |
a. | Supplemental balance sheet information related to operating leases is as follows: |
December 31, | ||||||||
2022 | 2021 | |||||||
Operating lease ROU assets | 37 | 55 | ||||||
Operating lease liabilities, current | 19 | 19 | ||||||
Operating lease liabilities, long-term | 15 | 38 | ||||||
Weighted average remaining lease term (in years) | 1.75 | 2.75 | ||||||
Weighted average discount rate | 7.85 | % | 7.85 | % |
b. | Future lease payments under operating leases as of December 31, 2022, are as follows: |
December 31, | ||||
2022 | ||||
2023 | 21 | |||
2024 | 15 | |||
Total undiscounted lease payments | 36 | |||
Less: imputed interest | (2 | ) | ||
Present value of lease liabilities | 34 |
NOTE 8 | - | SHAREHOLDERS' EQUITY |
A. | Stockholders’ Rights: |
B. | Issuance of Shares: |
C. | Preferred Stock: |
NOTE 8 | - | SHAREHOLDERS' EQUITY (Cont.): |
D. | Stock Option: |
NOTE 9 | - | RELATED PARTY BALANCES AND TRANSACTIONS |
a. | Balances with related parties: |
December 31, | ||||||||
2022 | 2021 | |||||||
Long-term Loan from A major stockholder | 236 | 239 | ||||||
Trade accounts payable (*) | 433 | - |
b. | Transactions with related parties: |
December 31, | December 31, | |||||||
2022 | 2021 | |||||||
Management fees to a major stockholder | 34 | 49 | ||||||
Sales and marketing (*) | 425 | - | ||||||
Interest on loans from a major stockholder | 22 | 13 | ||||||
Stockholder’s Salaries | 98 | - |
NOTE 10 | - | TAX ON INCOME |
A. | Tax rates applicable to the income of the Israeli companies: |
B. | As of December 31, 2022, the Company had total net operating losses in Israel of approximately $2,309 thousand, which may be carried forward and offset against taxable income in the future. |
C. | Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows: |
December 31 | ||||||||
2022 | 2021 | |||||||
Thousands U.S. $ | ||||||||
Operating loss carryforward | 1,455 | 361 | ||||||
Net deferred tax asset before valuation allowance | 335 | 85 | ||||||
Valuation allowance | (335 | ) | (85 | ) | ||||
Net deferred tax asset | - | - |
E. | Available Carryforwards tax losses: |
F. | The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowance in respect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferred taxes. |
F - 20
MANUKA, INC.
• | prior to the time of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; |
• | upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; and |
• | on or subsequent to the time of the transaction, the business combination is approved by the board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder. |
(a) | Exhibits |
101.1 | The following materials from the Registrant, formatted in XBRL (Extensible Business Reporting Language): (i) Balance Sheets as of December 31, 2022 and 2021, (ii) Statements of Comprehensive Loss for the years ended December 31, 2022 and 2021, (iii) Statements of Changes in Stockholders Equity for the years ended December 31, 2022 and 2021, (iv) Statements of Cash Flows for the years ended December 31, 2022 and 2021, and (v) related notes to these financial statements, tagged as blocks of text and in detail.** |
^ | 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. |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
i. | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
ii. | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
iii. | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
MANUKA, INC. | ||||
By: | / s / Shimon Citron | |||
Name: | Simon Citron | |||
Title: | Chief Executive Officer and Director |
Person | Capacity | Date | ||
/ s / Shimon Citron | Chief Executive Officer and Director | May 22, 2023 | ||
Shimon Citron | (Principal Executive Officer) | |||
/s/ David Dana | Chief Financial Officer | May 22, 2023 | ||
David Dana | (Principal Financial and Accounting Officer) |