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leslunier, I have looked through my past posts and don't see any where I asked you that question. I think you’re confusing me with someone else.
There is a 30% discount up front as you stated but that will be recovered upon Nasdaq uplisting as I will explain later on. There is no conversion with a 20% discount to market. If Yozma converted and immediately sold, they would have no immediate profit as you claim. You need to go back and read the filings again if you believe this is the case.
I’ll give an example based on the declining share price that has occurred since the funding was announced. In my opinion this is merely likely due to increased shorting of the stock (link previously posted) and not because Yozma is dumping shares. They would lose money doing that in this environment.
Let's assume Yozma decided to start converting $1M of the principle loan amount every week, starting at the initial conversion price of $0.0599 per share. That is the price they convert. There is no 20% discount from that price at the time they declare their intent to do the initial conversion.
$1,000,000 / $0.0599 = 16,694,491 shares
For the sake of this discussion with the share price declining as it has, I'm going to assume a reasonable lower volume-weighted average share price (VWAP) instead of actually calculating the 10-day VWAP (too much work).
Since the share price has moved lower, if Yozma dumped these 16.7M shares on the market they wouldn't even get their $1,000,000 cost basis back, and because they converted those shares, that's another $40K in lost interest from Todos over the term of the loan.
After the second week, because the share price has continued to trade lower, Yozma declares intent to convert another $1,000,000 of the principle loan amount, utilizing the lower conversion price calculated for the 10-day VWAP, which by its very definition in a declining price scenario MUST be higher than the CURRENT share price. If the current share price is now $0.05, the 10-day VWAP is probably around $0.055.
$1,000,000 / $0.055 = 18,181,819 shares
If Yozma decides to dump these new conversion shares into the market, they will do so at the current price of $0.05, and they would take a loss of about $91K on the transaction, plus the $40K in lost interest on the converted amount.
After another week passes with the share price continuing lower, Yozma does another $1,000,000 conversion. The stock is now trading at $0.047 and 10-day VWAP is now $0.050.
$1,000,000 / $0.050 = 20,000,000 shares
If Yozma dumps these shares in the market at the current price of $0.047, they take a $60K loss on the transaction plus the $40K in lost interest on the converted amount.
So, there is no instant profit for Yozma when converting if they were to sell the converted shares. In each conversion, the conversion price is ALWAYS higher than the current share price if the share price is declining. There would be no incentive to convert and then sell the converted shares unless they enjoy losing money. The current share price is very close to the $0.04792 minimum conversion price dictated by the terms of the agreement that provides a maximum of 20% discount to the initial conversion price of $0.0599.
The only scenario where Yozma would have a profit potential immediately after conversion is if the share price was rising and the 10-day VWAP was below the current share price. As I've stated before the VWAP will always trail the current price, no matter which direction the share price is moving. In the terms of this agreement the share price would need to move significantly higher than $0.0599 in order for Yozma to have any incentive to unload their shares after conversion.
In my DD, Yozma doesn’t appear to have the reputation of a toxic financier. Their best strategic move in this scenario with a declining share price is to convert as the conversion price adjusts lower and hold the shares, and then work with the company to promote and advance the business. If they waited 6 months or a year to convert, they may have to convert at the $0.0599 price instead of the lower adjusted price they have now. They have to weigh the risk of converting now and losing the 4% interest payment on the converted amounts. If they are converting now, since no profit can be made at current prices on the conversion, they must believe the share price is going higher.
The 30% original issue discount will be returned to the company in a share transaction automatically when the uplist is executed, per the terms of the agreement, which I posted earlier. The effect of this transaction will be no different than if the company had received the entire $4,857,142.86 up front and Yozma converted this entire amount to shares at the conversion price.
Sorry for the long post. I hope this helps some better understand the mechanics of this funding and conversion agreement.
GC didn't claim on Twitter there would not be a reverse split. Here's what he did state.
We are looking at the best options to minimize or eliminate the need for a reverse split.
R/S is off the table until Company profitable. Once profitable, we will look options to best get up to nasdaq, including stock buybacks if necessary to achieve lowest ratio R/S possible to get to nasdaq. Also looking at alternatives to R/S. R/S is a concern, but this Twitter discussion is bordering on fear mongering. Todos went from no revs ever in history to $2M in first quarter of sales with line of sight to $60M in revs over next 3 quarters. That’s great progress and good starting point to build Dx company
CEO interview with Proactive in New York. Worth watching. Explains some details of the Yozma funding, which was brought to Todos by BOD member Lauren Chung.
I made an error in my earlier statement. The 30% OID and 4% interest rate were not disclosed in the press release, but only in the filing. I never made any claim about the 10-day weighted average discount up to 20% being described in the press release.
The 30% OID and 4% interest rate are spelled out in the press release and the filing. I didn't put all of it together at first until I had a chance to dig deeper into the filing, but I'm not hiding anything from anyone. Isn't that the reason for having a discussion board?
Schedule SC 13G filing: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
https://investor.todosmedical.com/sec-filings/all-sec-filings/content/0001213900-21-006848/0001213900-21-006848.pdf
Healthcare 365 Tech LLC has acquired 24,000,000 ordinary shares. That's a $1M+ investment and 5.76% ownership in Todos Medical. I guess they don't share the negative sentiments of some posting here.
I guess you haven't been around investing much. OID is common in many fundings, especially with smaller companies that have a harder time raising capital than larger established companies. It is more commonly used in bond issues than in capital raises with shares.
The 20% discount to market is the maximum limit for adjustment of the initial conversion price. They do not automatically get a 20% discount to market per the funding agreement. The conversion price can be adjusted lower based on the 10-day average share price at conversion if the price moves below the 0.0599 initial conversion price. It cannot go lower than 0.04792, which is actually a bit higher than the current share price.
Again, asking others how to do something instead of going to the SEC.gov site and figuring it out for yourself. That would take me about 1 minute to figure out. But then I am smarter than the average Joe.
When you do figure it out, also let them know you believe the CEO is posting as moderator on a public message board. You can provide JPetro as a reference for this ridiculous theory Also let them know the CEO is refusing to reply to some shareholder questions on Twitter. That's certainly something the SEC should be looking into.
I am a shareholder who moderates a discussion board. I am under no obligation to answer anyone's questions, especially when they want everyone else to do the work of reading the filings and explaining everything for them, and clearly own no shares in the company but just want to post here to try to trash the company and CEO based on their past losses in AMBS.
Who is JC? You keep using those initials in your posts, but I don't know who you are referring to.
What was there to disclose? The 30% OID and 4% interest rate are spelled out in the press release and the filing. I didn't put all of it together at first until I had a chance to dig deeper into the filing, but I'm not hiding anything from anyone. Isn't that the reason for having a discussion board?
Good to hear that you're done warning everyone. Most of us are adults and capable of doing our own research and making our own decisions, and will not try to put all the blame on the CEO if this investment doesn't pan out. Enjoy your year away from this board.
I never posted they would be exercising at 0.0599. That was the initial conversion price and I provided the minimum number of shares calculated for the conversion if that price was used.
The conversion price moves lower using a 10-day weighted average price if the share price drops below 0.0599, which it has. Yozma would be converting at a lower price between 0.0599 and 0.04792 as I already indicated. Since the price moves lower using a 10-day average calculation, the exercise price adjustment will always trail the current share price.
They would execute at the existing conversion price because it requires no additional commitment of capital on their part. They would exercise using the capital committed to the funding. That doesn't preclude them from purchasing additional shares in the secondary market.
What about this do you fail to grasp?
I believe Yozma may be converting already, but I don't believe they are selling. The short volume referenced in the link I previously posted could account for the negative pressure on the stock. Yozma is not invested here to turn a 0.005 per share profit, but intends to help the company succeed. However, they are taking advantage of the price drop to convert at prices lower than the initial conversion price of $0.0599. Wouldn't you if you were in their position? The recent increase in shares issued seems to indicate they are converting. Todos doesn't need to issue more shares to raise operating capital at this point of revenue growth. All my opinion, of course.
Why would they exercise the warrant at .107415 when they can buy on the open market for .05
The convertible note and the warrants are separate parts of this agreement. I never posted anything regarding the warrants being converted. The warrants have a one-year holding period before they can be exercised, but the convertible shares do not. The warrants have a fixed price. The conversion shares have a conversion price that may be up to 20% lower than the initial stated price.
I have only included the necessary parts of the filing related to note conversion shares. I can also explain the $1,457,142.86 which seems to be eluding everyone. Perhaps GC hasn't responded to the tweets because it is already explained in the filing for those who read and have their brains engaged. My comments are in RED.
From the 8-K filing - Exhibit 10.2: Promissary Convertible Note
https://www.sec.gov/Archives/edgar/data/1645260/000149315221001831/ex10-2.htm
Todos Medical Ltd.
PROMISSORY CONVERTIBLE NOTE
Issuance Date: January __, 2021
Principal Amount: U.S. $4,857,142.86
FOR VALUE RECEIVED, Todos Medical Ltd., a corporation organized under the laws of Israel (the “Company”), pursuant to this Promissory Convertible Note (the “Note”) hereby promises to pay to Yozma Group Korea Co., Ltd., its designee or registered assigns (the “Holder”) in cash the principal amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”), after giving effect to a 30% original issue discount) and to pay interest at a rate of four percent (4%) per annum (“Interest”) on any outstanding Principal at the applicable Interest Rate from the date hereof) until the same becomes due and payable, whether upon the Maturity Date which is January , 2022, acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). Certain capitalized terms used herein are defined in Section 26. This Note is issued pursuant to that certain Securities Purchase Agreement dated January 22, 2021, by and among the Company and the Purchaser (the “Purchase Agreement”), and capitalized terms not defined herein will have the meanings set forth in the Purchase Agreement.
$4,857,142.86 (principal amount) – $3,400,000 (company funded) = $1,457,142.86 (difference)
30% OID (original issue discount) of $4,857,142.86 principal = $1,457,142.86 (the discount)
The discount amount is part of the loan agreement, and will be used as described later in the Automatic Convesion section.
(3) CONVERSION OF NOTE. Following the Issuance Date, as set out above, this Note shall be convertible into shares of Common Stock on the terms and conditions set forth in this Section 3.
(a) Optional Conversion Right. Subject to the provisions of Section 3(d)(i) and Section 3(d)(ii), at any time or times on or after the Issuance Date of this Note, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount into fully paid and non-assessable shares of Common Stock in accordance with Section 3(c), at the Conversion Rate (as defined below) (the “Conversion Date”). The Company shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share. The Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Stock upon conversion of any Conversion Amount. The Holder shall have the right to deliver an effective conversion notice at any time until 11:59 pm on the chosen date and it shall be immediately effective.
The paragraph above clearly defines NO HOLDING PERIOD for the convertible note. Conversion can begin immediately if Yozma wishes to convert.
(b) Conversion Rate. The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to Section 3(a) shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price (the “Conversion Rate”).
(i) “Conversion Amount” means the sum of (A) the portion of the Principal to be converted, redeemed or otherwise with respect to which this determination is being made and (B) accrued and unpaid Interest with respect to such Principal.
(ii) “Conversion Price” means $0.0599. Subsequent to the effective date of the registration statement registering for resale the Conversions Shares and the Warrant Shares pursuant to the Purchase Agreement, if the closing sale price of the Common Stock averages less than the then Conversion Price over a period of ten (10) consecutive trading days, the Conversion Price shall reset to such average price. If the 10 day volume weighted average price of the Common Stock continues to be less than the Conversion Price then the Conversion Price should reset to such 10-day average price with a maximum of a 20% discount from the initial Conversion Price.
The maximum price for conversion of the note is $0.0599 per share. The minimum conversion price (applying the maximum 20% discount) is $0.04792 per share. These prices establish the minimum and maximum number of shares that can be issued in a full conversion of the note. This does not include the warrant shares that may be converted after a one-year holding period.
Minimum: $4,857,142.86 / $0.0599 = 81,087,527 shares
Maximum: $4,857,142.86 / $0.04792 = 101,357,409 shares
(c) Mechanics of Optional Conversion and Adjustment:
(iii) Optional Repayment. At the Company’s option and upon thirty (30) days’ notice to the Holder, 33% of the outstanding Principal and accrued and unpaid Interest of the Note (the “Repayment Amount”) may be redeemed at any time at an amount equal to one hundred and fifteen percent (115%) of the Repayment Amount. The foregoing notwithstanding, Holder may convert any or all of this Note into shares of Common Stock at any time.
Again, there is no mention of a one-year waiting period for the convertible shares. However, the company does have the right to notify Yozma of their intent to repay up to one-third of the remaining unpaid note amount and this would prevent that portion of the debt from being converted to shares This give the company the ability to use revenue to repay portions of the debt early to minimize conversion shares issued.
(d) Limitations on Conversions.
(f) Automatic Conversion. In the event the Company completes a Fundamental Transaction, or completes a listing of its Common Stock onto a national stock exchange, Holder agrees to convert the OID into Common Stock of the Company at the Conversion Price. The remaining Principal Amount and Interest will remain outstanding, unless the Holder elects to convert such Principal Amount and Interest into Common Stock of the Company.
This would provide the company additional funding of $1,457,142.86 (the OID amount). If the company fails to uplist, Yozma keeps the OID amount.
Minimum shares issued for OID conversion: $1,457,142.86 / $0.0599 = 24,326,259
Maximum shares issued for OID conversion: $1,457,142.86 / $0.04792 = 30,407,823
There is no one year holding period on the Yozma convertible note. Per the filing, they can begin to exercise at any time after the note is issued. I suspect that is why the company has issued more shares in the last two weeks, even though they are funding operations with revenues after achieving positive cash flow. The number of shares issued far exceeds the numbers issued previously to fund operations.
Regarding the reverse split, it's all in the filing and seems pretty clear. The RS is supposed to occur within 120 days of the initial closing, unless Yozma decides to waive that requirement, which I believe they would do if the share price hasn't reached a level high enough to warrant a minimal RS ratio.
(b) The obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met, unless waived in the sole and absolute discretion of the Purchaser:
(i) the accuracy in all respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) when made and on such Closing Date of the representations and warranties of the Company contained herein;
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to such Closing Date shall have been performed;
(iii) the delivery by the Company of the items set forth in Section 2.2(a) and (c), as the case may be, of this Agreement;
(iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and
(v) the Company will consummate a reverse stock split (the ratio of which shall be 1:10 or such other ratio as agreed upon by the Company and the Purchaser) of its ordinary shares within 120 of the Initial Closing.
Picked up more Todos shares this morning.
TOMDF Short Positions
https://marketwirenews.com/stock/tomdf/short/
I have no idea why the CEO hasn't answered. Perhaps because the questions were only posed to his Twitter feed yesterday, according to posts here, and he hasn't had time to respond. Perhaps he's spending time with his family over the weekend and will respond next week.
It was brought up here several days ago but I wouldn't assume the CEO reads these boards.
Maybe you should email or call him directly and ask. How many who complain constantly about transparency have done that? Very few, I suspect.
I believe the perceived discrepancy in amounts lies in the details of the Securities Purchase Agreement.
The Definitions section defines the following terms:
“Closing Date” shall have the meaning ascribed to such term in Section 2.1.
“Initial Closing Date” shall have the meaning ascribed to such term in Section 2.1.
“Initial Subscription Amount” shall have the meaning ascribed to such term in Section 2.1.
“Remaining Subscription Amount” shall have the meaning ascribed to such term in Section 2.1.
2.1 Closing.
The purchase and sale of the Note and the Warrants by the Company to the Purchaser shall occur at multiple closings of the Offering (a “Closing”). The Closing on $3,400,000 (the “Initial Subscription Amount”) shall occur on January 29, 2021 (the “Initial Closing Date”). Purchaser signing a counterpart signature page to this Agreement as of the Initial Closing Date shall become parties to this Agreement only as of such Initial Closing Date. On the Initial Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchaser agrees to purchase, the Note in a principal amount equal to the Initial Subscription Amount and Warrants as determined pursuant to Section 2.2(a). The Purchaser shall deliver to the Company, via wire transfer within three (3) business days of the Initial Closing Date, immediately available funds equal to its Initial Subscription Amount, and the Company shall deliver to the Purchaser, the Note and Warrants, as determined pursuant to Section 2.2(a), and the Company and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the conditions set forth in Sections 2.2 and 2.3, the Initial Closing shall occur at the offices of Sheppard Mullin Richter & Hampton LLP, New York, New York or such other location as the parties shall mutually agree.
2.2 Deliveries.
(a) On the Initial Closing Date, the Company shall deliver or cause to be delivered to the Purchaser the following:
(i) this Agreement duly executed by the Company;
(ii) the Note with a principal amount of up to $4,857,142.86, registered in the name of the Purchaser;
(iii) a Warrant registered in the name of the Purchaser to purchase up to 16,956,929 shares of Common Stock, with an exercise price equal to $0.107415, subject to adjustment therein.
(b) On the Initial Closing Date, the Purchaser shall deliver or cause to be delivered to the Company the following:
(i) a counterpart of this Agreement duly executed by the Purchaser; and
(ii) the Purchaser’s Initial Subscription Amount by wire transfer to the account as specified in writing by the Company (see Annex A).
2.3 Closing Conditions.
(a) The obligations of the Company hereunder in connection with each Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on such Closing Date of the representations and warranties of the Purchaser contained herein;
(ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to such Closing Date shall have been performed;
(iii) the delivery by the Purchaser of the items set forth in Section 2.2(b) and (d)of this Agreement, as the case may be; and
(b) The obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met, unless waived in the sole and absolute discretion of the Purchaser:
(i) the accuracy in all respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) when made and on such Closing Date of the representations and warranties of the Company contained herein;
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to such Closing Date shall have been performed;
(iii) the delivery by the Company of the items set forth in Section 2.2(a) and (c), as the case may be, of this Agreement;
(iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and
(v) the Company will consummate a reverse stock split (the ratio of which shall be 1:10 or such other ratio as agreed upon by the Company and the Purchaser) of its ordinary shares within 120 days of the Initial Closing.
4.24. Uplisting. Prior to the Initial Closing Date, the Purchaser shall have the option of investing any portion of the Remaining Subscription Amount into an uplisting transaction for the Company.
That is your opinion, sad but true. The investors at Yozma have a different opinion, and their investment proves it does matter to those who actually own shares in Todos. Yozma has a much better reputation than Lincoln Park Capital, and the company will be in a stronger position when the earlier convertible debt is retired.
I don't have a Twitter account and cannot follow GC in real time. I can only see what he tweets and his replies to others. Nor do I follow his tweets 24/7. but I do try to check several times a day if I have the time.
You haven't answered that question nor Gerry.
The investors at Yozma clearly have insights and knowledge into Todos and are prepared to help move them forward. One would think a fan of GC would be happy he is replacing the previous funding with a reputable source such as Yozma, where there will be genuine interest in moving the company to higher levels, not in fleecing shareholders by dumping their shares at the earliest opportunity. But then, one would have to own shares in Todos and be able to move past their prior losses in AMBS in order to feel anything positive for this company and their growing business and revenues.
An excerpt from the Securities Purchase Agreement that is worth noting, since the CEO and CFO have both stated they do not plan to initiate a reverse split from the current price level. The specific mention of 1:10 ratio (or as appropriate) does not include the 1:100 upper bound the company included in earlier discussions. With the promotional capabilities of Yozma Group, it might suggest they intend to help the company get the attention needed to bring a substantial number of new investors to the stock in the next few months to support the 1:10 ratio mentioned.
2.3 Closing Conditions.
(a) The obligations of the Company hereunder in connection with each Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on such Closing Date of the representations and warranties of the Purchaser contained herein;
(ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to such Closing Date shall have been performed;
(iii) the delivery by the Purchaser of the items set forth in Section 2.2(b) and (d)of this Agreement, as the case may be; and
(b) The obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met, unless waived in the sole and absolute discretion of the Purchaser:
(i) the accuracy in all respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) when made and on such Closing Date of the representations and warranties of the Company contained herein;
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to such Closing Date shall have been performed;
(iii) the delivery by the Company of the items set forth in Section 2.2(a) and (c), as the case may be, of this Agreement;
(iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and
(v) the Company will consummate a reverse stock split (the ratio of which shall be 1:10 or such other ratio as agreed upon by the Company and the Purchaser) of its ordinary shares within 120 of the Initial Closing.
8-K Filing
Item 1.01 Entry into a Material Definitive Agreement.
On January 22, 2021, Todos Medical Ltd. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with Yozma Global Genomic Fund (the “Purchaser”) pursuant to which the Company has agreed to issue a promissory convertible note (the “Note”) to the Purchaser in the principal amount of $4,857,142.86 for proceeds of $3,400,000 (the “Transaction”). The closing is scheduled for January 29, 2021. The Note has a maturity date of one year from the date of issuance and pays interest at a rate of 4% per annum. The Note is convertible into shares of Common Stock (the “Conversion Shares”) at a conversion price of $0.0599 (the “Conversion Price). In addition, the Purchaser received a warrant (the “Warrant”) to purchase up to 16,956,929 shares of Common Stock (the “Warrant Shares”) of the Company with an exercise price equal to $0.107415 per share. The Warrant is exercisable for 5 years from the date of issuance.
The Company has agreed to file a registration statement with the Securities and Exchange Commission registering for resale the Conversion Shares and the Warrant Shares. Subsequent to the effective date of such registration statement, if the closing sale price of the Common Stock averages less than the then Conversion Price over a period of ten (10) consecutive trading days, the Conversion Price shall reset to such average price. If the 10 day volume weighted average price of the Common Stock continues to be less than the Conversion Price then the Conversion Price should reset to such 10-day average price with a maximum of a 20% discount from the initial Conversion Price.
The foregoing descriptions of the SPA, the Note and the Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of the SPA, Note and Warrant, forms of which are attached as Exhibit 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The information included in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 3.02.
The issuance of the securities described in item 1.01 was deemed to be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(a)(2) and Rule 506 promulgated thereunder.
Item 8.01 Other Events.
On January 25, 2021, the Company issued a press release announcing the Transaction.
A copy of the press release is filed as Exhibit 99.1 to, and incorporated by reference in, this Current Report on Form 8-K. The information in this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
10.1 Form of Securities Purchase Agreement.
10.2 Form of Promissory Convertible Note.
10.3 Form of Warrant.
99.1 Press release of Todos Medical Ltd. dated January 25, 2021.
https://investor.todosmedical.com/sec-filings/all-sec-filings##document-268-0001493152-21-001831-1
Stuville, you could reasonably apply the 50% gain to the next month expected revenue, or you could take the average month-to-month revenue increase over the last 4 months of 103% and use that. However, given the rapidly changing nature of the dynamics feeding revenues, it's hard to predict with any accuracy, although I do believe we will continue to see an upward trend based on what we know to date and the new streams that are coming online in January.
Regarding the graphs, I chose a liner regression trend line just to show the general direction. I could also produce different trends selecting polynomial trend lines. They make for nice plots but as to which is more accurate, only time will tell. I do predict the share price will move significantly higher at some point if the revenue growth continues. That's all I can predict.
For a 2nd order polynomial fit:
For a 3rd order polynomial fit:
Not necessarily more dilution. The company can pay back the note anytime within the terms of the agreement without issuing shares. With the expected ramp-up in revenue from existing contracts and the add-ins from the mobile labs and any new contracts that are inked, I wouldn't expect this to be an issue.
I will look for an update in the near term about how many potential shares from existing convertible debt that has been taken off the table with this new funding.
NEWS: Todos Medical Announces Strategic Investment by Yozma Group Korea
https://investor.todosmedical.com/news-events/press-releases/detail/103/todos-medical-announces-strategic-investment-by-yozma-group
NEW YORK, NY, REHOVAT, ISRAEL, SOUTH KOREA, Jan. 25, 2021 (GLOBE NEWSWIRE) -- via NewMediaWire --Todos Medical (OTCQB: TOMDF), an in vitro diagnostics company focused on distributing comprehensive solutions for COVID-19 screening and diagnosis and developing blood tests for early detection of cancer and Alzheimer’s disease, today announced a $3.4 million strategic investment (the “Investment”) from tech-focused venture capital firm Yozma Group Korea (“Yozma”).
“Yozma Group Korea is pleased to make this Investment into Todos Medical,” said Investment team of Yozma Group Korea. “The rapid growth Todos has been able to generate by bringing together and deploying comprehensive solutions for COVID-19 testing speaks volumes about the management team’s ability to execute a commercial strategy in a difficult environment. We see a significant opportunity to fuel Todos’ growth with this capital infusion as complementary products are added to their expanding sales pipeline. Moreover, we see tremendous opportunity to help drive cross-border collaboration for Todos in South Korea.”
Under the terms of the agreement, Yozma has been issued a one-year $3.4M convertible promissory note that is convertible into common shares at a fixed price of $0.0599 per share. Todos intends to use the proceeds from the Investment primarily to retire outstanding convertible notes, complete the acquisition of Provista Diagnostics for its Videssa breast cancer test and its COVID-19 PCR testing capabilities, and general working capital.
“Yozma is one of the leading cross-border investment firms in South Korea, and their investment is a significant milestone for Todos,” said Gerald Commissiong, President & CEO of Todos Medical. “This capital infusion is extremely well timed, insofar as Todos will be able to aggressively pursue sales growth expansion and begin to move the rest of the Company’s portfolio forward. We believe the COVID-19 pandemic has reignited tremendous interest in the diagnostic testing space as we realize that monitoring for health is paramount for early diagnosis which leads to early intervention, as well as improved treatment outcomes.”
For information related to Todos Medical’s COVID-19 testing capabilities, please visit www.todoscovid19.com
For testing and PPE inquiries, please email sales@todosmedical.com.
About Todos Medical Ltd.
Headquartered in Rehovot, Israel, Todos Medical Ltd. (OTCQB: TOMDF) engineers life-saving diagnostic solutions for the early detection of a variety of cancers. The Company's state-of-the-art and patented Todos Biochemical Infrared Analyses (TBIA) is a proprietary cancer-screening technology using peripheral blood analysis that deploys deep examination into cancer's influence on the immune system, looking for biochemical changes in blood mononuclear cells and plasma. Todos' two internally-developed cancer-screening tests, TMB-1 and TMB-2, have received a CE mark in Europe. Todos recently entered into an exclusive option agreement to acquire U.S.-based medical diagnostics company Provista Diagnostics, Inc. to gain rights to its Alpharetta, Georgia-based CLIA/CAP certified lab and Provista's proprietary commercial-stage Videssa® breast cancer blood test. The transaction is expected to close in the third quarter of 2020.
Todos is also developing blood tests for the early detection of neurodegenerative disorders, such as Alzheimer's disease. The Lymphocyte Proliferation Test (LymPro Test™) is a diagnostic blood test that determines the ability of peripheral blood lymphocytes (PBLs) and monocytes to withstand an exogenous mitogenic stimulation that induces them to enter the cell cycle. It is believed that certain diseases, most notably Alzheimer's disease, are the result of compromised cellular machinery that leads to aberrant cell cycle re-entry by neurons, which then leads to apoptosis. LymPro is unique in the use of peripheral blood lymphocytes as a surrogate for neuronal cell function, suggesting a common relationship between PBLs and neurons in the brain.
Additionally, Todos has entered into distribution agreements with companies to distribute certain novel coronavirus (COVID-19) test kits. The agreements cover multiple international suppliers of PCR testing kits and related materials and supplies, as well as antibody testing kits from multiple manufacturers after completing validation of said testing kits and supplies in its partner CLIA/CAP certified laboratory in the United States. Todos has formed strategic partnerships with Integrated Health LLC, MOTOPARA Foundation to deploy mobile COVID-19 testing in the United States.
For more information, please visit https://www.todosmedical.com/.
CEO Tweets - 1/14/21
Article link: https://www.nature.com/articles/d41586-021-00001-6?utm_source=twt_nnc&utm_medium=social&utm_campaign=naturenews&sf241954305=1
NEWS: Todos Medical Announces $4.8 Million in Sales for December 2020, a 50% Month Over Month Increase in Sales from November 2020
NEW YORK, NY, REHOVAT, ISRAEL, SINGAPORE, Jan. 11, 2021 (GLOBE NEWSWIRE) -- via NewMediaWire -- Todos Medical (OTCQB: TOMDF), an in vitro diagnostics company focused on distributing comprehensive solutions for COVID-19 screening and diagnosis, and developing blood tests for early detection of cancer and Alzheimer’s disease, today announced $4.8 million in sales for the month of December 2020, which represents a 50% month over month increase from November 2020. The majority of the increase in sales was driven by an increase in reagent and supply sales from its pre-existing clients. Additionally, the Company added several new clients who have requested automation packages that the Company expects to install in January 2021 and February 2021.
Todos expects significant month over month revenue growth for January 2021, as daily testing volumes for the majority of its COVID-19 testing clients increases on a monthly basis, and as two potentially large COVID-19 testing clients located in Brooklyn, NY complete the installation of liquid handling automation technology that will allow them to achieve testing capacities of up to 20,000 PCR tests per day. Additionally, several new client labs are beginning to order the Company’s various offerings with manual pipetting processes until such time they ramp their testing volumes to above 1,000 tests per day that would justify liquid handling solutions.
“We are now in full growth mode, with commercial proof of concept achieved with our rapidly-growing Wisconsin client who is now graciously helping the Company with demonstrations of our capabilities for prospective clients operating in different markets outside of Wisconsin,” said Gerald E. Commissiong, President & CEO of Todos Medical. “With our main COVID-19 PCR reagents and supply business for labs very much moving in the right direction, we are working to define our launch strategy for the complementary Aditxt Score™ COVID-19 antibody and cellular immunity profiling test through our existing channels as a ‘must-have’ monitoring solution as COVID-19 vaccination programs gain steam nationwide. Additionally, emerging opportunities to support government-backed testing programs being planned as the Biden administration implements its mandate to increase testing in schools and other constituencies nationwide will provide tailwinds for our point of care and reflex PCR testing programs.”
Mr. Commissiong continued, “Perhaps most importantly, our proprietary development-stage 3CL protease testing program is rapidly maturing and becoming increasingly important in the face of new SARS-CoV-2 strains that are beginning to evade currently-available testing methods. Because our 3CL protease assay measures an enzyme required for coronavirus replication, we are focused on bringing this product to market worldwide and are evaluating the best options available to do this. This novel assay will likely be critical for the foreseeable future as the market for COVID-19 testing matures and new strains force authorities to think beyond genetic testing-only strategies that are at high-risk of failure for the fast-mutating SARS-CoV-2 virus.”
For information related to Todos Medical’s COVID-19 testing capabilities, please visit www.todoscovid19.com
For testing and PPE inquiries, please email sales@todosmedical.com.
https://investor.todosmedical.com/news-events/press-releases/detail/102/todos-medical-announces-4-8-million-in-sales-for-december
Software system launched to evaluate immune systems both before, after vaccinations
By WBAY news staff
Published: Jan. 9, 2021 at 6:36 PM CST
GREEN BAY, Wis. (WBAY) - In line with the rollout of the COVID-19 vaccine across the country, a company is launching a software system for doctors to evaluate a patient’s immune system before being vaccinated, and after.
Todos Medical says the goal is to track when a person builds immunity for COVID-19, and how long the immunity will last.
Currently, health experts don’t know how long you’ll be immune from COVID after receiving the vaccines currently available for distribution, or how long you’ll be immune after contracting the virus.
“This is really on getting people to understand.. have they developed antibodies... is that antibody development also associated with cellular immunity and then tracking over time to see whether or not you can develop long-term immunity,” said Gerald Commissiong, CEO and President of Todos Medical.
The company currently distributes COVID-19 testing equipment to small labs around the state of Wisconsin.
https://www.wsaw.com/2021/01/10/software-system-launched-to-evaluate-immune-systems-both-before-after-vaccinations/