Todos Med Ltd (TOMDF)

[JoeForkeyBolo]

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.