Report of Foreign Issuer (6-k)
May 03 2019 - 7:55AM
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
May 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:
x
Form
20-F
o
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): ____
Submission
of Matters to a Vote of Security Holders
On
April 29, 2019, the Company held its Annual General Meeting of Shareholders, at which the shareholders of the Company approved
the following proposals:
(1) The
approval of a reverse share split of the Company’s ordinary shares within a range of 10:1 to 150:1, to be effective at the ratio
and on a date to be determined by the Board of Directors of the Company, and to amend the Articles of Association of the Company
accordingly;
(2) The
approval of a change of control transaction with Amarantus Bioscience Holdings, Inc. (“Amarantus”), currently a 19.99%
shareholder of the Company, whereby the Company will issue to Amarantus an additional thirty percent (30%) of the Company in exchange
for obtaining Amarantus’s 80.01% ownership stake in our jointly-owned subsidiary Breakthrough Diagnostics, Inc. (“Breakthrough”),
such that upon consummation of the transaction the Company will own 100% of Breakthrough and Amarantus will own 49.99% of the
Company;
(3) The
approval of a related-party, loan conversion transaction with Sorry Doll Ltd., a company owned by Assaf Gold, and S.B Nihul Mekarkein
Ltd. (together, the “Assignees”), pursuant to which the Company will convert the Assignees’ existing loan to
the Company in the amount of approximately US$350,000 into 3,500,000 Ordinary Shares of the Company, par value NIS 0.01, at a
conversion price of ten cents (US$0.10) per share, and grant to each of the Assignees an option to purchase 3,500,000 Ordinary
Shares of the Company, par value NIS 0.01, at an exercise price of twenty cents (US$0.20) per share;
(4) The
approval of the entry by the Company into a related-party, distribution agreement with Care G. B. Plus Ltd. (“Care”),
a company fifty-percent owned by Assaf Gold, pursuant to which the Company will appoint Care as its exclusive distributor in Israel
for the Company’s breast cancer screening products;
(5) The
ratification of the entry by the Company into a related-party, convertible bridge loan transaction with DPH Investments Ltd. (“DPH”),
pursuant to which DPH provided the Company with a convertible bridge loan in the principal amount of $28,000;
(6) The
approval of the compensation package of Dr. Herman Weiss, the Company’s Chief Executive Officer;
(7) The
approval of the adoption by the Company of an executive compensation policy, in accordance with the requirements of Israeli law;
(8) The
re-election of the following six directors, each to hold office until the Company’s 2020 Annual General Meeting of Shareholders:
Herman Weiss, Rami Zigdon, Alon Ostrovitzky, Moshe Schlisser, Moshe Abramovitz, and Colin Bier; and
(9) The
re-appointment of Fahn Kanne & Co. Grant Thornton Israel as the Company’s independent auditor for the year ending December 31,
2019.
The
voting results were as follows:
|
Proposal 1
|
|
Votes For
|
|
|
Votes
Against
|
|
|
Abstentions
|
|
|
Broker
Non-Votes
|
|
|
Approval of a reverse share split of the Company’s ordinary shares
|
|
|
59,100,940
|
|
|
|
1,166
|
|
|
|
0
|
|
|
|
0
|
|
|
Proposal 2
|
|
Votes For
|
|
|
Votes
Against
|
|
|
Abstentions
|
|
|
Broker
Non-Votes
|
|
|
The approval of a change of control transaction with Amarantus Bioscience Holdings, Inc
|
|
|
41,115,107
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
Proposal 3
|
|
Votes For
|
|
|
Votes
Against
|
|
|
Abstentions
|
|
|
Broker
Non-Votes
|
|
|
The approval of a related-party, loan conversion transaction with Sorry Doll Ltd. (“Sorry Doll”), a company owned by Assaf Gold and S.B Nihul Mekarkein Ltd.
|
|
|
53,850,940
|
|
|
|
0
|
|
|
|
1,166
|
|
|
|
0
|
|
|
Proposal 4
|
|
Votes For
|
|
|
Votes
Against
|
|
|
Abstentions
|
|
|
Broker
Non-Votes
|
|
|
The approval of the entry by the Company into a related-party, distribution agreement with Care G. B. Plus Ltd.
|
|
|
55,102,106
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
Proposal 5
|
|
Votes For
|
|
|
Votes
Against
|
|
|
Abstentions
|
|
|
Broker
Non-Votes
|
|
|
The ratification of the entry by the Company into a related-party, convertible bridge loan transaction with DPH Investments Ltd.
|
|
|
47,997,897
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
Proposal 6
|
|
Votes For
|
|
|
Votes
Against
|
|
|
Abstentions
|
|
|
Broker
Non-Votes
|
|
|
The approval of the compensation package of Dr. Herman Weiss, the Company’s Chief Executive Officer
|
|
|
59,100,940
|
|
|
|
1,166
|
|
|
|
0
|
|
|
|
0
|
|
|
Proposal 7
|
|
Votes For
|
|
|
Votes
Against
|
|
|
Abstentions
|
|
|
Broker
Non-Votes
|
|
|
The approval of the adoption by the Company of an executive compensation policy
|
|
|
59,100,940
|
|
|
|
1,166
|
|
|
|
0
|
|
|
|
0
|
|
|
Proposal 8
|
|
Votes For
|
|
|
Votes
Against
|
|
|
Abstentions
|
|
|
Broker
Non-Votes
|
|
|
Election of Director: Moshe Abramovitz
|
|
|
59,100,940
|
|
|
|
1,166
|
|
|
|
0
|
|
|
|
0
|
|
|
Election of Director: Colin Bier
|
|
|
59,102,106
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
Election of Director: Alon Ostrovitzky
|
|
|
59,102,106
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
Election of Director: Moshe Schlisser
|
|
|
59,102,106
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
Election of Director: Herman Weiss
|
|
|
59,102,106
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
Election of Director: Rami Zigdon
|
|
|
59,102,106
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
Proposal 9
|
|
Votes For
|
|
|
Votes
Against
|
|
|
Abstentions
|
|
|
Broker
Non-Votes
|
|
|
The re-appointment of Fahn Kanne & Co. Grant Thornton Israel as the Company’s independent auditor for the year ending December 31, 2019
|
|
|
59,102,106
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
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.
|
|
TODOS MEDICAL LTD.
|
|
|
|
|
|
Date: May 3, 2019
|
By:
|
/s/ Dr. Herman Weiss
|
|
|
|
Name:
|
Dr. Herman Weiss
|
|
|
|
Title:
|
Chief Executive Officer
|
4
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