Attached files
| file | filename |
|---|---|
| EX-10.2 - EXHIBIT 10.2 - Artemis Therapeutics, Inc. | exhibit_10-2.htm |
| EX-4.2 - EXHIBIT 4.2 - Artemis Therapeutics, Inc. | exhibit_4-2.htm |
| EX-4.1 - EXHIBIT 4.1 - Artemis Therapeutics, Inc. | exhibit_4-1.htm |
| 8-K - 8-K - Artemis Therapeutics, Inc. | zk1618936.htm |
Exhibit 99.1
NEW YORK GLOBAL INNOVATIONS INC.
PRO FORMA COMBINED
FINANCIAL STATEMENTS
INTRODUCTORY NOTE
On August 2, 2016, New York Global Innovations, Inc. entered into an Agreement and Plan of Merger with Artemis Therapeutics Inc., a Delaware corporation (“Artemis”) and Artemis Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Company (the “Subsidiary”), pursuant to which Artemis merged with and into the Subsidiary, with Artemis being the surviving entity (the “Merger”). The Merger closed on August 23, 2016.
The following sets forth the combined statements of operations of New York Global Innovations, Inc. and Artemis on a pro forma basis for the period ended June 30, 2016. The pro forma statements of operations data give effect to the transactions as if they had occurred on June 30, 2016. The pro forma balance sheet gives effect to the transactions as if they had occurred June 30, 2016. The pro forma financial statements are provided for informational purposes only, are unaudited, and not necessarily indicative of future results or what the operating results or financial condition of the company would have been had the merger been consummated on the dates assumed. The following pro forma financial statements should be read in conjunction with the historical financial statements and the accompanying notes thereto, and included elsewhere in this filing.
NEW YORK GLOBAL INNOVATIONS INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(U.S. DOLLARS IN THOUSANDS)
|
JUN 30,
2016 |
DEC. 31,
2015 |
|||||||
|
UNAUDITED
|
AUDITED
|
|||||||
|
ASSETS
|
||||||||
|
CURRENT ASSETS:
|
||||||||
|
Cash and cash equivalents
|
$
|
595
|
$
|
628
|
||||
|
Short-term deposit
|
-
|
30
|
||||||
|
Other accounts receivable and prepaid expenses
|
176
|
48
|
||||||
|
TOTAL CURRENT ASSETS
|
771
|
706
|
||||||
|
TOTAL ASSETS
|
$
|
771
|
$
|
706
|
||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
|
CURRENT LIABILITIES:
|
||||||||
|
Accrued expenses and other payables
|
$
|
68
|
50
|
|||||
|
TOTAL CURRENT LIABILITIES
|
68
|
50
|
||||||
|
Warrants to issue shares
|
1
|
5
|
||||||
|
TOTAL LIABILITIES
|
69
|
55
|
||||||
|
STOCKHOLDERS’ EQUITY:
|
||||||||
|
Capital Stock:
|
||||||||
|
Preferred stock of $0.01 par value - Authorized: 10,000,000 shares; Issued and outstanding: 0 shares as of June 30, 2016 and as of December 31, 2015
|
-
|
-
|
||||||
|
Common stock of $0.01 par value - Authorized: 75,000,000; Issued and outstanding: 43,173,592 as of June 30, 2016 and as of December 31, 2015
|
432
|
432
|
||||||
|
Additional paid-in capital
|
17,905
|
17,796
|
||||||
|
Accumulated other comprehensive income
|
118
|
118
|
||||||
|
Accumulated deficit
|
(17,753
|
)
|
(17,695
|
)
|
||||
|
TOTAL STOCKHOLDERS’ EQUITY
|
702
|
651
|
||||||
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
771
|
$
|
706
|
||||
The accompanying notes are an integral part of the consolidated financial statements.
NEW YORK GLOBAL INNOVATIONS INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
|
THREE MONTHS ENDED
JUNE 30, |
SIX MONTHS ENDED
JUNE 30, |
|||||||||||||||
|
2016
|
2015
|
2016
|
2015
|
|||||||||||||
|
UNAUDITED
|
UNAUDITED
|
|||||||||||||||
|
Revenues
|
$
|
-
|
$
|
-
|
$
|
-
|
$ | |||||||||
|
Cost of revenues
|
-
|
-
|
-
|
|||||||||||||
|
Gross profit
|
-
|
-
|
-
|
|||||||||||||
|
Income from sale of operations, net
|
-
|
-
|
-
|
|||||||||||||
|
Operating expenses:
|
||||||||||||||||
|
Research and development
|
-
|
-
|
-
|
|||||||||||||
|
Selling and marketing
|
-
|
-
|
-
|
|||||||||||||
|
General and administrative
|
23
|
78
|
63
|
112
|
||||||||||||
|
Total operating expenses
|
23
|
78
|
63
|
112
|
||||||||||||
|
Operating loss
|
(23
|
)
|
(78
|
)
|
(63
|
)
|
(112
|
)
|
||||||||
|
Financial income (expenses), net
|
1
|
(7
|
)
|
1
|
(6
|
)
|
||||||||||
|
Financial income related to warrants
|
4
|
13
|
4
|
13
|
||||||||||||
|
Total financial income, net
|
5
|
6
|
5
|
7
|
||||||||||||
|
Other loss
|
-
|
-
|
-
|
|||||||||||||
|
Net loss
|
$
|
(18
|
)
|
$
|
(72
|
)
|
$
|
(58
|
)
|
$
|
(105
|
)
|
||||
|
Net profit (loss) per share:
|
||||||||||||||||
|
Basic and diluted
|
$
|
0.00
|
$
|
0.00
|
$
|
0.00
|
$
|
0.00
|
||||||||
|
Weighted average number of shares of Common Stock used in computing basic and diluted net loss per share
|
43,173,592
|
43,173,592
|
43,173,592
|
43,173,592
|
||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
NEW YORK GLOBAL INNOVATIONS INC.
(U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
NOTE 1: MERGER TRANSACTION
On August 2, 2016, New York Global Innovations, Inc. entered into an Agreement and Plan of Merger with Artemis Therapeutics Inc., a Delaware corporation (“Artemis”) and Artemis Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Company (the “Subsidiary”), pursuant to which Artemis merged with and into the Subsidiary, with Artemis being the surviving entity (the “Merger”). The Merger closed on August 23, 2016.
NOTE 2: PRO FORMA ADJUSTMENTS
The adjustment made in the preparation of these pro forma financial statements include the consolidation of Arthemis Therapeutics Inc into the Companies already filed Consolidated Statements as of June 30, 2016.