Description of Securities

 

Under the Amended Certificate of Incorporation (the “Articles”) of Artemis Therapeutics, Inc. (the “Company”), the Company is authorized to issue up to fifty-one million (51,000,000) shares of common stock, par value $0.01 per share (the “Common Stock”) and two-hundred thousand (200,000) shares of preferred stock, par value $0.01 per share (the “Preferred Stock”).

 

The following is a summary of some of the terms of the Company’s Common Stock, which is the Company’s only class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended. The Common Stock is listed on the OTCQB under the symbol “ATMS”. This summary is not complete, and is subject to and qualified by the provisions of the Company’s Articles and the Company’s Amended and Restated Bylaws (the “Bylaws”). The terms of the Common Stock are also subject to and qualified by the applicable provisions of the Nevada Revised Statues. Additionally, a summary of some of the terms of the Company’s Preferred Stock is provided. This summary is not complete, and is subject to and qualified by the provisions of the Company’s Articles and the Company’s Amended and Restated Bylaws.

The holders of shares of Common Stock vote together as one class on all matters as to which holders of Common Stock are entitled to vote. Except as otherwise required by applicable law and subject to the preferential rights of any outstanding Preferred Stock, all voting rights are vested in and exercised by the holders of Common Stock with each share of our Common Stock being entitled to one vote, including in all elections of directors. The Company does not have a classified board of directors (the “Board”). Subject to preferences that may be applicable to any outstanding Preferred Stock, the holders of Common Stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the Board out of legally available funds therefore. The Company has not declared any dividends on its Common Stock and does not anticipate paying any dividends on its Common Stock in the foreseeable future. In the event of the Company’s liquidation, dissolution or winding up, holders of the Common Stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior liquidation rights of Preferred Stock, if any, then outstanding. The Common Stock has no cumulative voting rights and no preemptive or other rights to subscribe for shares of the Company. There are no redemption or sinking fund provisions applicable to the Common Stock. All shares of Common Stock currently outstanding are fully paid and non-assessable.

 

Pursuant to the Company’s amended Articles, the Company is authorized to issue, up to two-hundred thousand (200,000) shares of preferred stock, par value $0.01 per share (the “Preferred Stock”).

 

There can be one or more series of Preferred Stock. The Company can establish from time to time the number of shares to be included in each such series, as well as to fix the designation and any preferences, conversion and other rights and limitations of such series.

 

To date, the Company has designated four-hundred fifty-three (453) shares of its Preferred Stock as Series A Convertible Preferred Shares, and two-hundred  fifty (250) shares of its preferred stock as Series C Convertible Preferred Shares.

The Series A Convertible Preferred Shares confer upon their holders the right to receive dividends when paid to holders of common stock of the Company on an as-converted basis, and the right to receive a distribution of any surplus of assets upon liquidation of the Company before any distribution or payment shall be made to the holders of any common stock.

 

Anti-Takeover Effects of the Company’s Articles and Bylaws

Certain provisions of the Company’s Articles and Bylaws could have the effect of delaying, deterring or preventing another party from acquiring or seeking to acquire control of the Company. For example, the Company’s Articles and Bylaws include provisions that:

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