UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 6-K
REPORT OF FOREIGN
PRIVATE ISSUER
PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE SECURITIES
EXCHANGE ACT OF 1934
For the month of
February
2019
Commission File
Number 333-209744
TODOS
MEDICAL LTD.
(Translation of
registrant’s name into English)
1 Hamada Street
Rehovot, Israel 2244427
Tel: (011) (972) 8-633-3964
(Address
of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
☒
Form
20-F
☐
Form
40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Entry into a Material Definitive
Agreement.
Convertible Bridge Loan Transaction
On February 27, 2019, we entered into a
convertible bridge loan agreement (“Loan Agreement”), and issued notes and warrants relating thereto, to obtain an
aggregate loan of $1,350,500 (the “Loan Amount”) from several private lenders, including DPH Investments Ltd., a holder
of approximately 11.5% of the Registrant (“Lenders”). The Loan Amount is expected to be used for our working capital
needs and to finance our activities through the consummation of a proposed public offering and our planned uplisting to the NASDAQ
Capital Market.
The Loan Amount, which had an original issue
discount of ten percent (10%), bears interest at a flat rate of ten percent (10%), and matures on August 27, 2019. The loan is
convertible after the maturity date into ordinary shares of the Company at a conversion price equal to 70% of the average closing
bid price of our ordinary shares in the five days prior to the conversion. In the event we default under the Loan Agreement, the
conversion price will be reduced to 60% of the average closing bid price of our ordinary shares in the 15 days prior to the conversion.
As part of the Loan Agreement, we are issuing
to each Lender a convertible promissory note (the “Note”) and an ordinary share purchase warrant for the purchase of
ordinary shares (the “Warrant”).
The Warrant provides each Lender with 25%
warrant coverage, with the warrant exercise price to be equal to the offering price in our proposed public offering, or, in the
event the Loan Amount is converted into ordinary shares, the warrant exercise price will be equal to the applicable closing bid
price of our shares at the time of the conversion of the Loan Amount. The term of the Warrant is three years from the date of the
determination of the exercise price. The Warrant may be exercised by cash payment or through cashless exercise by the surrender
of warrant shares having a value equal to the exercise price of the portion of the warrants being exercised.
The Loan Agreement and the Note contain
events of default, including, among other things, failure to repay the Loan Amount by the maturity date, and bankruptcy and insolvency
events, that could result in the acceleration of the Lenders’ right to convert the Loan Amount into ordinary shares.
A copy of the Loan Agreement, the form of
the Note, and the form of the Warrant are attached hereto as Exhibit 4.1, Exhibit 4.2, and Exhibit 4.3, respectively, and are incorporated
herein by reference. The foregoing descriptions of the terms and conditions of the Loan Agreement, the Note, and the Warrant are
qualified in their entirety by reference to the full text of the Loan Agreement, the Note, and the Warrant.
We issued the Notes and the Warrants under
the exemptions from registration provided by Section 4(2) of the Securities Act of 1933. We expect that any issuance of our ordinary
shares pursuant to the terms of the Notes or the Warrants will be exempt from registration under Section 4(2) of the
Securities Act of 1933, as amended (the “Securities Act”), and regulations promulgated thereunder. None of these transactions
involved any underwriters, underwriting discounts or commissions, or any public offering, and the Lenders had adequate access,
through their relationships with us, to information about us.
Our ordinary shares to be issued in the
event of conversion of the Loan Amount and upon exercise of the Warrant will not be registered under the Securities Act, or any
state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from
the registration requirements of the Securities Act.
JV Agreement with Amarantus
On November 24, 2018, we entered into a
binding agreement with Amarantus Bioscience Holdings, Inc. (“Amarantus”), a biotechnology holding company, for the establishment
of a joint venture to develop LymPro Test®, an immune-based neurodiagnostic blood test originally developed at the University
of Leipzig, as a diagnostic blood test for detection of Alzheimer’s disease (the “Joint Venture Transaction”).
The closing of the Joint Venture Transaction remained subject to our raising $1,000,000 in equity or debt financing.
On February 27, 2019,
following execution of the Loan Agreement described above, we signed a definitive joint venture agreement and closed the Joint
Venture Transaction. Pursuant to the joint venture agreement, we issued to Amarantus 19.99% of our outstanding ordinary shares,
in exchange for 19.99% of Breakthrough Diagnostics, Inc., a wholly-owned subsidiary of Amarantus, and Amarantus assigned to Breakthrough
Diagnostics all of Amarantus’s rights to the LymPro Test and certain other diagnostic assets. In addition, Amarantus granted
us an exclusive option to acquire the remaining 80.01% of Breakthrough Diagnostics in exchange for an additional 30.01% of our
outstanding shares.
A copy of the joint venture
agreement entered into with Amarantus is attached hereto as Exhibit 4.4 and is incorporated herein by reference. The foregoing
description of the terms and conditions of the Joint Venture agreement is qualified in its entirety by reference to the full text
of the joint venture agreement.
Financial Statements and Exhibits.
The following Exhibits are filed as part of this Report.
Exhibit
Number
|
|
Description
|
|
|
|
4.1
|
|
Convertible Bridge Loan Agreement, dated February 27, 2019
|
4.2
|
|
Form of Convertible Promissory Note
|
4.3
|
|
Form of Ordinary Share Purchase Warrant
|
4.4
|
|
Share Purchase and Assignment of License Agreement among Todos Medical Ltd., Amarantus Bioscience Holdings, Inc., and Breakthrough Diagnostics, Inc., dated February 27, 2019
|
99.1
|
|
Press Release, dated February 28, 2019
|
Signatures
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
TODOS MEDICAL LTD.
|
|
|
|
By:
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/s/ Dr. Herman Weiss
|
|
|
Name: Dr. Herman Weiss
|
|
|
Title: Chief Executive Officer
|
Date:
February 28, 2019
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