United States securities and exchange commission logo





                           October 18, 2022

       Shimon Citron
       Chief Executive Officer and Director
       Artemis Therapeutics, Inc.
       3 Eliezer Vardinon St.,
       Petach Tikva, Israel 4959507

                                                        Re: Artemis
Therapeutics, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed September 21,
2022
                                                            File No. 333-267534

       Dear Shimon Citron:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form S-1 filed September 21, 2022

       Prospectus Summary, page 1

   1.                                                   Please balance your
prospectus summary by including disclosure regarding your limited
                                                        operating history and
the auditor's explanatory paragraph regarding your ability to
                                                        continue as a going
concern.
 Shimon Citron
FirstName LastNameShimon
Artemis Therapeutics, Inc. Citron
Comapany
October 18,NameArtemis
            2022         Therapeutics, Inc.
October
Page 2 18, 2022 Page 2
FirstName LastName
Risk Factors, page S-7

2.       Please amend your disclosure to provide a risk factor describing the
risks to your business
         related to the impact of the COVID-19 pandemic and resulting
government actions. For
         example, disclose whether you expect to have any difficulty obtaining
the raw materials
         for your products due to supply chain disruptions, whether you have
had or expect to have
         any difficulty attracting or maintaining employees, and/or any other
material risks to your
         business related to the COVID-19 pandemic.
Business Mission & Strategy, page S-28

3.       We note your intent to carry out your business through "contracts with
leading health food
         chains and outlets." Please disclose whether you have taken any steps
to enter into such
         contracts and your strategy for seeking out and entering into
contracts with these third-
         parties. Please also balance your discussion by disclosing the risks
and uncertainties
         related to your ability to find and enter into contracts with health
food chains and outlets.
Manuka's Products, page S-28

4.       We note that you "expect that [your] products would automatically be
registered with the
         FDA, and Manuka will be allowed to sale and market its products in the
U.S. market
         through local distributers." Please revise this statement to remove
any expectation that the
         FDA will register your products and allow you to sell and market your
products, as this
         statement is speculative.
Description of Market, page S-30

5.       We note your statement that "As opposed to the regular skincare
market, Manuka believes
         that there is an increasing interest by the public in healthy and
natural skincare products,
         in general, and particularly in Mnuka honey-based products combined
with bee venom."
         Please revise to provide your basis for this belief.
6.       We note your statements that "Manuka honey . . . is one of the most
unique and beneficial
         forms of honey in the world. Mnuka honey is commonly sold as an
alternative medicine.
         There are many Mnuka honey uses, ranging from healing sore throats and
digestive
         illnesses, to curing staph infections and gingivitis." Products that
are intended for use in
         the cure, mitigation, treatment, or prevention of disease and/or
intended to affect the
         structure or any function of the body are considered drugs under the
Federal Food, Drug
         and Cosmetic Act and subject to FDA approval. Please revise to avoid
unsubstantiated
         therapeutic claims.

Distribution, page S-33

7.       Please explain what you mean by "end-to-end supply chain" and "B2B
representative."
 Shimon Citron
FirstName LastNameShimon
Artemis Therapeutics, Inc. Citron
Comapany
October 18,NameArtemis
            2022         Therapeutics, Inc.
October
Page 3 18, 2022 Page 3
FirstName LastName



Government Regulation, page S-34

8.       We note that your three lines of business are beauty and skincare, the
sale of pure Manuka
         honey, and gummy vitamins and supplements. For each of these business
lines, please
         expand your government regulation disclosure to more thoroughly
discuss the regulatory
         requirements to market and sell your products in Israel and the
jurisdictions you intend to
         target. For example, we note that you filed requests with the U.S.
Food and Drug
         Administration to "(i) confirm the label instructions and information
for each of
         [your] products, and (ii) to list [your] cosmetic products, to grant
an approval of a
         cosmetic manufacturer . . ." In your descriptions, please include any
necessary steps and
         approvals to market and sell your products, what steps you have
completed, what steps
         remain, and any material risks and uncertainties associated the
regulatory process for each
         business line.
9.       We also note that your approval from the MoH to import Honey expires
February 28,
         2023. Please describe what requirements you must fulfill to maintain
your import license.
         Please also provide an appropriate risk factor to disclose the risk
and uncertainties that
         you will not be able to maintain this license, including the impact on
your business.
Material Agreements, page S-34

10.      We note that you have entered into a Formula Agreement with Chic and a
Manufacture
         and Sale Agreement with Waitemata. For both agreements, please
describe any payment
         provisions, including (i) up-front or execution payments received or
paid; (ii) aggregate
         amounts paid or received to date under agreement; (iii) aggregate
future potential
         milestone payments to be paid or received; (iv) and royalty rates or a
royalty range.
Description of Property, page S-36

11.      We note your disclosure on page S - 33 that Manuka operates a
distribution center. Please
         clarify whether you own or lease the distribution center and disclose
where in Israel it is
         located.
Management, page S-36

12.      We note your disclosure that Manuka retains Haim Tabak as the Chief
Operation Officer.
         Please include a biography that provides all the information required
by Item 401 of
         Regulation S-K.
13.      Please revise Dr. Citron's biography to include all the information
required by Item 401(e)
         of Regulation S-K.
 Shimon Citron
FirstName LastNameShimon
Artemis Therapeutics, Inc. Citron
Comapany
October 18,NameArtemis
            2022         Therapeutics, Inc.
October
Page 4 18, 2022 Page 4
FirstName LastName
Corporate Governance, page S-37

14.      Please revise your Summary Compensation Table to include disclosure
for the fiscal year
         ended December 31, 2020. Please also revise to report the aggregate
amounts of salary all
         other compensation received by your named executive officers as of
June 30, 2022 instead
         of the compensation per month.
15.      We note your disclosure that Mr. D. Dana's compensation will be "NAS
10,000 including
         VAT." Please revise to provide this figure in dollar amounts. Please
also explain what you
         mean by "including VAT."
Exhibits

16.       Please file your by-laws to be effective upon completion of this
offering as an exhibit to
         your registration statement. Note that we may have further comment
after review of this
         document. Please also file your employment agreement with Dr. Citron
and Mr. Dana. See
         Item 601(b)(10)(iii) of Regulation S-K.
General

17.      We note that your common stock is quoted on the OTC Pink Market and
that the selling
         stockholders may offer, sell or distribute all or a portion of the
shares of common stock at
         prevailing market prices or at negotiated prices. Please note that the
OTC Pink Market is
         not an established public trading market into which a selling
stockholder may offer and
         sell shares at other than a fixed price. Accordingly, please revise
your cover page
         disclosure, and make corresponding changes elsewhere in the
prospectus, to disclose
         a fixed price at which the selling stockholders will offer and sell
shares until your shares
         are listed on a national securities exchange or quoted on the OTCQX or
OTCQB, at which
         time they may be sold at prevailing market prices. Refer to Item
501(b)(3) of Regulation
         S-K.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 Shimon Citron
Artemis Therapeutics, Inc.
October 18, 2022
Page 5

       You may contact Nudrat Salik at 202-551-3692 or Jeanne Baker at
202-551-3691 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jordan Nimitz at 202-551-5831 or Celeste Murphy at 202-551-3257 with
any other
questions.



                                                        Sincerely,

FirstName LastNameShimon Citron                         Division of Corporation
Finance
                                                        Office of Industrial
Applications and
Comapany NameArtemis Therapeutics, Inc.
                                                        Services
October 18, 2022 Page 5
cc:       Ron Ben-Bassat, Esq.
FirstName LastName