Item 1.01. Entry into a Material Definitive Agreement.

On March 6, 2022, Artemis Therapeutics, Inc., a Delaware corporation ("Artemis") entered into a Share Exchange Agreement (the "Share Exchange Agreement") with Manuka Ltd, an Israeli company (the "Manuka") and the shareholders of Manuka (the "Shareholders"). Since its inception, Manuka's business activities primarily consisted of distributing Manuka honey imported from New Zealand, developing and distributing supplements aimed at the beauty and skincare markets and, developing and manufacturing skincare products based on New Zealand's manuka honey and bee venom, among other natural ingredients. All three segments of Manuka's products are to be marketed and sold solely on its websites. Manuka's skincare products are manufactured in Israel.

The Share Exchange Agreement provides that, upon the terms, and subject to the conditions set forth therein, on the closing date (the "Closing"), Artemis will acquire all of the outstanding shares of Manuka (the "Manuka Shares") from the Shareholders in exchange for an aggregate of 92,446,687 shares of Artemis' common stock (the "Consideration Shares"), such that the Shareholders will hold, immediately following the Closing, eighty-nine percent (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 "Tax Ruling"), the Manuka Shares and the Consideration Shares will be placed in escrow with a third-party escrow agent pending the Closing. As required under Israeli law, following the Closing, and upon receipt of regulatory approvals, Manuka will become Artemis' wholly owned subsidiary.

Following the Closing, (i) the Manuka Shares will be released to Artemis, and (ii) the Consideration Shares will be released to the Shareholders. To the extent required pursuant to the Tax Ruling, prior to the Closing, the parties will engage a trustee (the "103K Trustee") under a separate trust agreement (the "Trust Agreement"), who shall hold in trust (i) all Manuka Shares for the benefit of Artemis, and (ii) all Consideration Shares for the benefit of Shareholders, with the foregoing being respectively released to the designated beneficiary pursuant to the terms of the Trust Agreement and the Tax Ruling.

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 (1) 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 (2) no transfer of Manuka Shares by the Shareholders during the period between the execution of the Share Exchange Agreement and the Closing.

In addition to customary conditions to closing, the Closing of the Share Exchange Agreement is subject to the following conditions:



  • 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 (1) member, who shall be
    nominated at the Closing;

The Share Exchange Agreement may be terminated by:



  • the mutual written consent of the parties;



  • any party in the event any law or government entity prohibits or restrains the
    Share Exchange; or



  • any party in the event that the closing conditions are not fulfilled within
    three (3) months after the Effective Time.

The Share Exchange Agreement contains mutual indemnification provisions.

Exhibit 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded


            within the Inline XBRL document.

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