Report of Foreign Issuer (6-k)
March 12 2019 - 6:05AM
Edgar (US Regulatory)
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
March
2019
Commission File
Number 333-209744
TODOS MEDICAL LTD.
(Translation of registrant's
name into English)
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1 Hamada Street
Rehovot, Israel 2244427
Tel: (011) (972) 8-633-3964
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(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:
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x
Form
20-F
o
Form
40-F
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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): ____
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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): ____
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Entry into a Material Definitive Agreement.
Amendment to Convertible Bridge Loan Transaction
Background
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.
Amendment
On March 10, 2019, we entered
into an amendment to the convertible bridge loan agreement (“Amendment”). The Amendment provides for a 10% penalty
if we repay the loan prior to the maturity date. In addition, we agreed to grant the Lenders an additional 25% warrant coverage,
under the same terms as the original warrant, but with a warrant exercise price equal to 150% of the closing bid price of our shares
on the day prior to the closing of the bridge loan transaction.
A copy of the Amendment is
attached hereto as Exhibit 4.1 and is 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 new 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 new 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 new warrants 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.
Financial Statements and Exhibits.
The following Exhibits are filed as part of this Report.
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.
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TODOS MEDICAL LTD.
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By:
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/s/ Dr. Herman Weiss
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Name: Dr. Herman Weiss
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Title: Chief Executive Officer
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Date: March 12, 2019
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