Reverse Mergers

[funnyG986]

INKS reverse merger 8k out. Otc current shell with $600K cash in hand

https://www.sec.gov/Archives/edgar/data/1062128/000117891316006024/zk1618798.htm

Item 1.01. Entry into a Material Definitive Agreement

On August 2, 2016, New York Global Innovations Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) 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 will merge with and into the Subsidiary, with Artemis being the surviving entity (the “Merger”). Artemis is a biotechnology company developing a drug candidate for treatment of Cytomegalovirus (“CMV”).

Pursuant to the terms of the Merger Agreement, upon the effectiveness of the Merger (such time being referred to as the “Effective Time”), each outstanding share of Artemis common stock will be exchanged for the right to receive 2,500 shares of the Company’s common stock and 0.2562 shares of the Company’s yet to be designated Series B Convertible Preferred Stock (each share which shall be convertible into 72,682.814 shares of the Company’s common stock). As such, at the Effective Time, the Artemis stockholders shall own an equivalent of approximately 73% of the Company’s common stock, on a fully diluted basis. After giving effect to the Merger, Artemis shall be a wholly owned subsidiary of the Company.

In addition, the Merger Agreement provides for certain covenants and closing conditions including, but not limited to: (i) a requirement that a concurrent financing of not less than $590,000 shall have occurred immediately prior to the Effective Time; (ii) a requirement that the Company have a cash balance of at least $590,000, exclusive of the concurrent financing at the Effective Time; (iii) a requirement that Artemis, Hadasit Medical Research Services & Development, Ltd. and Hong Kong University of Science and Technology R and D Corporation Limited have entered into and finalized a license agreement with respect to CMV technology; (iv) the resignation of Roberto Alonso Jimenez Arias as a director of the Company at the Effective Time; (v) the appointment by Artemis of a new director; (vi) the right for Gadi Peleg, or his designee, to continue serving as a director of the Company for a period of one year from the closing of the Merger; and (vii) for a period of one year from the closing of the Merger, in the event that the Company desires to enter into a transaction involving the sale of securities at a pre-transaction valuation of $10,000,000 or less, the approval of Mr. Peleg, or his designee, shall be required prior to the Company entering into such transaction.