On July 28, 2020, Todos Medical Ltd. (the “Company”) entered into Amendment No. 1 to the Binding Joint Venture Agreement with Amarantus Bioscience Holdings, Inc. (“Amarantus”) pursuant to which the parties agreed that the Company would issue 49.9% of its ordinary shares as of December 31, 2019 to Amarantus in exchange for the 80.1% equity interest it does not own of Breakthrough Diagnostics, Inc. In addition, Amarantus will receive a 10% royalty on LymPro intellectual property.
On July 28, 2020, the Company held a final closing of a financing round of $2,015,000 in convertible notes in the aggregate. The Company entered into multiple securities purchase agreements with institutional and high net worth investors (the “Todos Investors”) pursuant to which the Company agreed to issue to the Todos Investors secured promissory convertible notes in an aggregate principal amount of $2,149,166 (the “Convertible Note”). The Convertible Notes bear interest at 2% per annum. The Convertible Notes are convertible into common stock of the Company (“Conversion Shares”) for 40 days following the date of closing at 150% of the closing bid price of the Company’s common stock on such closing date. After the 40 days, the conversion price equals the lower of (i) 60% of the lowest VWAP trading price of the common stock during the eleven trading days immediately prior to the date of conversion, (ii) 150% of the closing bid price of the Company’s common stock on such closing date and (iii) 150% of the closing bid price on the date of effectiveness of the Company’s registration statement covering the converted shares. $2,000,000 was disbursed to the Company. In addition, the Company issued to certain of the Todos Investors a total of, 4,000,000 shares as a commitment fee (the “Commitment Shares”) and an additional 2,000,000 shares as a diligence fee (the “Diligence Shares”). The Company also issued warrants to the Todos Investors to purchase up to an aggregate 23,500,000 shares (the “ Warrant Shares”) at an exercise price of $0.10 per share exercisable at any time until expiration dates ranging from July 9, 2025 to July 28, 2025. Pursuant to a Registration Rights Agreement, the Company agreed to file within 17 days after the closing date, a registration statement on Form F-1 registering for resale the Conversion Shares, Commitment Shares, Diligence Shares and the Warrant Shares. The Company agreed to use its reasonable best efforts to cause the registration statement to be effective within 90 days after the closing date.
On July 23, 2020, the Company entered into a Distribution Agreement with PCL Inc. (“PCL”) pursuant to which the Company will distribute in the United Stated on a non-exclusive basis, PCL’s COVID-19 Antigen Rapid Fluorescent Immunoassay including analyzer and potentially certain other tests for the purpose of assisting in the screening and diagnosis of COVID-19.
This report on Form 6-K (including the exhibits hereto) shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
