Registration No. 333-230981
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
If any securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box: ☒
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933.
If an emerging growth company that prepares its financial statements
in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Indemnification of Directors, Officers, Employees and Agents
Under the Companies Law, a company may not exculpate
an office holder from liability for a breach of the duty of loyalty. A company may exculpate an office holder in advance from liability
to the company, in whole or in part, for damages caused to the company as a result of a breach of the duty of care but only if
a provision authorizing such exculpation is included in its articles of association. Our amended and restated articles of association
include such a provision. An Israeli company may not exculpate a director from liability arising out of a breach of the duty of
care with respect to a dividend or distribution to shareholders.
Under the Companies Law and the Securities Law,
5738—1968, or the Securities Law, a company may indemnify an office holder in respect of the following liabilities, payments
and expenses incurred for acts performed as an office holder, either pursuant to an undertaking made in advance of an event or
following an event, provided a provision authorizing such indemnification is contained in its articles of association:
|
●
|
a monetary liability incurred by or imposed on him or her in favor of another person pursuant to a judgment, including a settlement or arbitrator’s award approved by a court. However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such undertaking must be limited to certain events which, in the opinion of the board of directors, can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the foreseen events and described above amount or criteria;
|
|
●
|
reasonable litigation expenses, including reasonable attorneys’ fees, incurred by the office holder as (1) a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (i) no indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent; or (2) in connection with a monetary sanction; a monetary liability imposed on him or her in favor of an injured party at an Administrative Procedure (as defined below) pursuant to Section 52(54)(a)(1)(a) of the Securities Law;
|
|
●
|
expenses incurred by an office holder in connection with an Administrative Procedure under the Securities Law, including reasonable litigation expenses and reasonable attorneys’ fees; and
|
|
●
|
reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf or by a third party or in connection with criminal proceedings in which the office holder was acquitted or as a result of a conviction for an offense that does not require proof of criminal intent.
|
“Administrative Procedure” is defined
as a procedure pursuant to chapters H3 (Monetary Sanction by the Israeli Securities Authority), H4 (Administrative Enforcement
Procedures of the Administrative Enforcement Committee) or I1 (Arrangement to prevent Procedures or Interruption of procedures
subject to conditions) to the Securities Law.
Under the Companies Law and the Securities Law,
a company may insure an office holder against the following liabilities incurred for acts performed by him or her as an office
holder if and to the extent provided in the company’s articles of association:
|
●
|
a breach of duty of care to the company or to a third party, to the extent such a breach arises out of the negligent conduct of the office holder;
|
|
●
|
a breach of duty of loyalty to the company, provided that the office holder acted in good faith and had a reasonable basis to believe that the act would not harm the company;
|
|
●
|
a monetary liability imposed on the office holder in favor of a third party;
|
|
●
|
a monetary liability imposed on the office holder in favor of an injured party at an Administrative Procedure pursuant to Section 52(54)(a)(1)(a) of the Securities Law; and
|
|
●
|
expenses incurred by an office holder in connection with an Administrative Procedure, including reasonable litigation expenses and reasonable attorneys’ fees.
|
Under the Companies Law, a company may not indemnify,
exculpate or insure an office holder against any of the following:
|
●
|
a breach of duty of loyalty, except for indemnification and insurance for a breach of the duty of loyalty to the company to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not harm the company;
|
|
●
|
a breach of the duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder;
|
|
●
|
an act or omission committed with intent to derive illegal personal benefit; or
|
|
●
|
a fine or forfeit levied against the office holder.
|
Under the Companies Law, exculpation, indemnification
and insurance of office holders must be approved by the compensation committee and the board of directors and, with respect to
certain office holders or under certain circumstances, also by the shareholders.
Our amended and restated articles of association
permit us to, exculpate, indemnify and insure our office holders as permitted under the Companies Law. Our office holders are currently
covered by a directors and officers’ liability insurance policy. As of the date of this registration statement, no claims
for directors’ and officers’ liability insurance have been filed under this policy, we are not aware of any pending
or threatened litigation or proceeding involving any of our directors or officers in which indemnification is sought, nor are we
aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.
In the opinion of the SEC, however, indemnification
of directors and office holders for liabilities arising under the Securities Act is against public policy and therefore unenforceable.
Recent Sales of Unregistered Securities
Set forth below are the sales of all securities
of the registrant sold by the registrant within the past three years which were not registered under the Securities Act:
On June 20, 2016, the Company entered into a
Consulting Service Agreement with PCG Advisory Group (“PCG”), pursuant to which PCG undertook to provide the Company
with markets advisory, investor relations and media strategies for a period of 7 months commencing the date of the agreement. As
partial consideration for the above services, the Company agreed to issue to PCG 50,000 ordinary shares for each calendar month
of the term. The Company issued 350,000 ordinary shares to PCG.
On October 18, 2016, the Company entered into
a Consulting Agreement with a consultant (the “Consultant”), pursuant to which the Consultant undertook to provide
strategic cooperation and technology consulting for a period of two years from the date of the agreement. Unless terminated, the
agreement will be automatically renewed for consecutive one-year periods. Based on the agreement, the Company issued to the Consultant
620,521 warrants to purchase ordinary shares of the Company at an exercise price of NIS 0.01 (approximately $0.0026) per share.
The Consultant has exercised all of the warrants.
In October 2017, the Company signed a share
purchase agreement with certain investors for an investment of $625,000 in exchange for the issuance of 1,061,125 ordinary shares.
On November 18, 2018, the Company signed a share
purchase agreement with an investor for an investment of $100,000 in exchange for the issuance of 800,000 ordinary shares and 600,000
warrants with a three year exercise period at an exercise price of the lower of $0.125 or the lowest price during the 5 trading
days before the exercise notice.
On February 27, 2019, the Company entered into
a joint venture agreement with Amarantus, pursuant to which the Company issued 17,986,999 Ordinary Shares, representing 19.99%
of the Company, to Amarantus, in exchange for Amarantus transferring to the Company 19.99% of the outstanding equity securities
of Breakthrough, a wholly owned subsidiary of Amarantus, and for Amarantus assigning the University of Leipzig License Agreement
to Breakthrough.
The Company recently raised $1,215,450 from
the sale of convertible notes, which have an outstanding principal balance of $1,350,500. On February 27, 2019, we entered into
a convertible bridge loan agreement, and have issued notes and warrants relating thereto, to obtain loans from several private
lenders, including DPH Investment Ltd., a holder of 11.5% of our shares (as of such date), to finance the Company’s activities
through the consummation of a proposed public offering and our planned uplisting to the NASDAQ Capital Market. As of April 15,
2019, we have obtained $1,010,500 in bridge loan financing, and have commitments for an additional $340,000 subject to certain
milestones. The loans, which have an original issue discount of ten percent (10%), bear interest at a flat rate of ten percent
(10%) and have a maturity date six months after receipt of the loan funds. The loans are convertible into ordinary shares of the
Company after the maturity date at a conversion price equal to 70% of the average closing bid price of the Company’s Ordinary
Shares in the five days prior to the conversion. In the event the Company defaults under the loan agreement, the conversion price
will be reduced to 60% of the average closing bid price of the Company’s Ordinary Shares in the 15 days prior to the conversion.
In addition, each lender received a warrant to purchase an amount of ordinary shares equal to 25% of the amount loaned by such
lender, with the warrant exercise price to be equal to the offering price in the proposed public offering, or, in the event its
loan is converted into shares, the warrant exercise price will be equal to the applicable closing bid price of the Company’s
shares at the time of the conversion of the loan. The warrants may be exercised only during the period beginning on the date that
is six months after the date that the warrant exercise price and the number of warrant shares are determined and ending on the
date that is three years thereafter.
On March 10, 2019, we entered into an amendment
to the bridge loan agreement. The amendment provides for a 10% penalty if we repay the loan prior to the maturity date. In addition,
we agreed to grant each lender a warrant to purchase an additional amount of ordinary shares equal to 25% of the amount loaned
by such lender, 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.
We claimed exemption from registration under
the Securities Act for these issuances described above under Section 4(a)(2) or Regulation S promulgated under the Securities Act,
as well as, with respect to grants of share options, under Rule 701 of the Securities Act as transactions pursuant to written compensatory
plans or pursuant to a written contract relating to compensation. No form of general solicitation or general advertising was conducted
in connection with any of these sales, and no underwriters were employed.
Exhibits and Financial Statement Schedules
(a) Exhibits: The following exhibits are included herein or incorporated
herein by reference
Exhibit
|
|
Description
|
|
|
|
1.1
|
|
Form of Underwriting Agreement (filed as Exhibit 1.1 to the Company’s Amendment No. 1 to Form F-1 (File No. 333-230981) filed on July 3, 2019 and incorporated herein by reference).
|
|
|
|
3.1
|
|
Amended and Restated Articles of Association of Todos Medical Ltd. (filed as Exhibit 99.1 to the Company’s current report on Form 6-K (File No. 333-209744) filed on March 30, 2017 and incorporated herein by reference).
|
|
|
|
4.1
|
|
Form of Underwriter’s Warrant (filed as Exhibit 4.1 to the Company’s Amendment No. 1 to Form F-1 (File No. 333-230981) filed on July 3, 2019 and incorporated herein by reference).
|
|
|
|
4.2
|
|
Form of Public Warrant (filed as Exhibit 4.2 to the Company’s Amendment No. 2 to Form F-1 (File No. 333-230981) filed on August 9, 2019 and incorporated herein by reference).
|
|
|
|
5.1
|
|
Opinion of SRK Kronengold Law Offices regarding
the legality of the securities being registered.*
|
|
|
|
10.1
|
|
Research and License Agreement with B.G. Negev Technologies and Applications Ltd. and Mor Research Applications Ltd., dated April 26, 2010, as amended June 25, 2012 (filed as Exhibit 10.1 to the Company’s registration statement on Form F-1 (File No. 333-209744) filed on February 26, 2016, and incorporated herein by reference).
|
|
|
|
10.2
|
|
Addendum No. 2 to Research and License Agreement Dated March 19, 2017, as amended on June 25, 2012 with B.G. Negev Technologies and Applications Ltd. and Mor Research Applications Ltd. (filed as Exhibit 4.2 to Form 20-F (File No. 333-209744) filed on May 1, 2017 and incorporated herein by reference).
|
|
|
|
10.3
|
|
Summary English Translation of Lease Agreement for Corporate Offices in Rehovot, Israel (filed as Exhibit 10.4 to the Company’s registration statement on Form F-1 (File No. 333-209744) filed on February 26, 2016 and incorporated herein by reference).
|
|
|
|
10.4
|
|
Todos Medical Ltd. 2015 Israeli Share Option Plan (filed as Exhibit 10.7 to the Company’s registration statement on Form F-1 (File No. 333-209744) filed on February 26, 2016 and incorporated herein by reference).
|
|
|
|
10.5
|
|
Employment Agreement, dated March 16, 2017, between Todos Medical Singapore Pte Ltd. and Dr. Wee Yue Chew and warrant agreement, dated March 16, 2017, between Todos Medical Ltd. and Dr. Wee Yue Chew (filed as Exhibit 4.12 to Form 20-F (File No. 333-209744) filed on May 1, 2017, and incorporated herein by reference).
|
|
|
|
10.6
|
|
Convertible Bridge Loan Agreement, dated February 27, 2019, (filed as Exhibit 4.1 to the Company’s Form 6-K filed on February 28, 2019, and incorporated herein by reference).
|
10.7
|
|
Amendment to Convertible Bridge Loan Agreement, dated February 27, 2019, (filed as Exhibit 4.1 to the Company’s Form 6-K filed on March 12, 2019, and incorporated herein by reference).
|
|
|
|
10.8
|
|
Share Purchase and Assignment of License Agreement among Todos Medical Ltd., Amarantus Bioscience Holdings, Inc., and Breakthrough Diagnostics, Inc., dated February 27, 2019, (filed as Exhibit 4.4 to the Company’s Form 6-K filed on February 28, 2019, and incorporated herein by reference).
|
|
|
|
10.9
|
|
Assignment and Loan Conversion Agreement among the Company, Adeline Holdings Ltd., Yitzhak Ostrovitsky, and Sorry Doll Ltd. and S.B. Nihul Merkakein Ltd., dated November 28, 2018, (filed as Exhibit 4.9 to the Company’s Form 20-F filed on March 28, 2019, and incorporated herein by reference).
|
|
|
|
10.10
|
|
Marketing and Reseller Agreement, between the Company and Care G.B. Plus Ltd., dated December 20, 2018, (filed as Exhibit 4.10 to the Company’s Form 20-F filed on March 28, 2019, and incorporated herein by reference).
|
|
|
|
10.11
|
|
Employment Agreement between the Company and Dr. Herman Weiss, dated March 25, 2019 (filed as Exhibit 10.11 to the Company’s Amendment No. 1 to Form F-1 (File No. 333-230981) filed on July 3, 2019, and incorporated herein by reference).
|
|
|
|
23.1
|
|
Consent of Fahn Kanne, Grant Thornton (filed as Exhibit 23.1 to the Company’s Amendment No. 4 to Form F-1 (File No. 333-230981) filed on September 4, 2019, and incorporated herein by reference).
|
|
|
|
23.2
|
|
Consent of Legal Counsel (incorporated in Exhibit 5.1).
|
|
|
|
24.1
|
|
Power of Attorney (contained on the signature page of the registration statement).
|
* Filed with this Amendment
No. 6
Undertakings
The undersigned Registrant hereby undertakes
to:
(a) file, during any period in which offers
or sales are being made, a post-effective amendment to this registration statement to:
(i) include any prospectus required by
section 10(a)(3) of the Securities Act;
(ii) reflect in the prospectus any facts
or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and
(iii) include any material information
with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such
information in the registration statement.
(b) that, for the purpose of determining
any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) to file a post-effective amendment
to remove from registration any of the securities that remain unsold at the end of the offering.
(d) that insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant,
the Registrant has been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment
by the Registration of expenses incurred or paid by a director, officer or controlling person to the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of such issue.
(e) that, for the purpose of determining
liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on
Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part
of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify
any statement that was made in the registration statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such date of first use.
(f) that, for the purpose of determining
liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, regardless
of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser
by means of any of the following communications, the Registrant will be a seller to the purchaser and will be considered to offer
or sell such securities to such purchaser:
(i) any preliminary prospectus or prospectus
of the Registrant relating to the offering filed pursuant to Rule 424;
(ii) any free writing prospectus relating
to the offering prepared by or on behalf of the Registrant or used or referred to by the Registrant;
(iii) the portion of any other free writing
prospectus relating to the offering containing material information about the Registrant or its securities provided by or on behalf
of the Registrant; and
(iv) any other communication that is an
offer in the offering made by the Registrant to the purchaser.