Todos Med Ltd (TOMDF)

[JoeForkeyBolo]

8-K Filing

https://investor.todosmedical.com/sec-filings/all-sec-filings/content/0001493152-21-015368/0001493152-21-015368.pdf

From the filing:

We intend to present the following matters to the Annual General Meeting:

1. To seek the approval of the Company’s shareholders to amend Todos’ Articles of Association: (a) to authorize the creation of 50,000 (fifty thousand) redeemable Preferred A Shares of the Company, that the Company may in the future be entitled to issue in exchange for two outstanding Convertible Notes pursuant to the terms of the Securities Purchase Agreements (the “Yozma Purchase Agreements”), dated as of January 22, 2021 and April 14, 2021, respectively, between the Company and Yozma Global Genomic Fund 1 (“Yozma”), pursuant to which Yozma: has purchased from the Company two convertible notes in the original in the original principal amounts of $4,857,142.86 and $4,714,285.71, respectively (with net proceeds to the Company of $3,400,000 and $3,300,000, respectively) which class of Preferred A Shares shall be allocated entirely for such purpose; (b) to authorize the creation of five thousand (five thousand) redeemable Preferred B Shares of the Company, pursuant to the Company’s exercise of its exclusive option to acquire Provista Diagnostics, Inc.; (c) to increase the Company’s authorized share capital to permit the issuance of a total of up to 5,000,000,000 (five billion) ordinary shares of the Company; and (d) to allow the Company to fulfill relevant provisions of U.S. law in lieu of Israeli law requirements regarding External Directors, if and to the extent allowed to do so under Israeli corporate law and regulations.

2. To seek approval of the Company’s shareholders for the compensation packages recommended by the Compensation Committee and approved by the Board, including compensation for each of the Company’s currently serving Directors and C-level officers, as well as for the External Directors to be elected at the Meeting.

3. To elect Lauren Chung as an External Director of the Company for a term ending on July 26, 2024 and to elect Moshe Schlisser as an External Director of the Company for a term ending July 26, 2024.

4. To re-elect Gerald Commissiong, Dr. Herman Weiss, Daniel Hirsch and Moshe Abramovitz as directors of the Company for a term ending at the Company’s next annual meeting, or their earlier resignation or removal.

5. To extend for an additional year the authority granted to the Company’s Board of Directors to effect a reverse split of the Company’s ordinary shares (as per resolution of the Company’s Shareholders’ Meeting of May 11, 2020), such that the authority so granted shall extend until July 26, 2022, and to expand such authority to include a reverse split of the Company’s entire share capital share at a ratio within the range from 1-for-2 up to 1-for 500, provided that the Company shall not effect reverse share splits that, in the aggregate, exceed 1-for-500.

6. To adopt the Company’s 2021 Equity Incentive Plan.

7. To review the Company’s 2020 Annual Financial Statements.

8. To ratify the appointment of Yarel and Company as the Company’s Auditors for the 2021 financial year.

9. To transact any other business as may properly come before the meeting, or any adjournment or postponement of the meeting.