Todos Med Ltd (TOMDF)

[JoeForkeyBolo]

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.

Section 2.1 of the agreement references multiple closings of the offering:

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.

Section 2.2 describes the delivery terms of both Company and Purchaser (Yozma). Note the use of the term "up to" prior to the amount. This terms seems variable and determined by the purchaser as will be described later.

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).

Section 2.3 describes the closing conditions, which seems to define the closing date as up to 120 days from the initial closing date.

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.

Then, in Article IV, Other Agreements of the Parties, section 4.24 describes an option of the purchaser regarding uplisting:

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.

In my interpretation, the $1,457,142 in question could be regarded as the Remaining Subscription Amount based on what has been described above, and while not part of the initial funding to be used for the purposes GC described in the press release, will be used in a transaction related to the uplisting.