UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of  February 2019

 

Commission File Number 333-209744

 

TODOS MEDICAL LTD.

(Translation of registrant’s name into English)

 

1 Hamada Street
Rehovot, Israel 2244427
Tel: (011) (972) 8-633-3964

(Address of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:  

 

 Form 20-F             Form 40-F

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

   

 

 

 

 

  

Entry into a Material Definitive Agreement.

 

Convertible Bridge Loan Transaction

 

On February 27, 2019, we entered into a convertible bridge loan agreement (“Loan Agreement”), and issued notes and warrants relating thereto, to obtain an aggregate loan of $1,350,500 (the “Loan Amount”) from several private lenders, including DPH Investments Ltd., a holder of approximately 11.5% of the Registrant (“Lenders”). The Loan Amount is expected to be used for our working capital needs and to finance our activities through the consummation of a proposed public offering and our planned uplisting to the NASDAQ Capital Market.

 

The Loan Amount, which had an original issue discount of ten percent (10%), bears interest at a flat rate of ten percent (10%), and matures on August 27, 2019. The loan is convertible after the maturity date into ordinary shares of the Company at a conversion price equal to 70% of the average closing bid price of our ordinary shares in the five days prior to the conversion. In the event we default under the Loan Agreement, the conversion price will be reduced to 60% of the average closing bid price of our ordinary shares in the 15 days prior to the conversion.

 

As part of the Loan Agreement, we are issuing to each Lender a convertible promissory note (the “Note”) and an ordinary share purchase warrant for the purchase of ordinary shares (the “Warrant”).

 

The Warrant provides each Lender with 25% warrant coverage, with the warrant exercise price to be equal to the offering price in our proposed public offering, or, in the event the Loan Amount is converted into ordinary shares, the warrant exercise price will be equal to the applicable closing bid price of our shares at the time of the conversion of the Loan Amount. The term of the Warrant is three years from the date of the determination of the exercise price. The Warrant may be exercised by cash payment or through cashless exercise by the surrender of warrant shares having a value equal to the exercise price of the portion of the warrants being exercised.

 

The Loan Agreement and the Note contain events of default, including, among other things, failure to repay the Loan Amount by the maturity date, and bankruptcy and insolvency events, that could result in the acceleration of the Lenders’ right to convert the Loan Amount into ordinary shares.

 

A copy of the Loan Agreement, the form of the Note, and the form of the Warrant are attached hereto as Exhibit 4.1, Exhibit 4.2, and Exhibit 4.3, respectively, and are incorporated herein by reference. The foregoing descriptions of the terms and conditions of the Loan Agreement, the Note, and the Warrant are qualified in their entirety by reference to the full text of the Loan Agreement, the Note, and the Warrant.

 

We issued the Notes and the Warrants under the exemptions from registration provided by Section 4(2) of the Securities Act of 1933. We expect that any issuance of our ordinary shares pursuant to the terms of the Notes or the Warrants will be exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and regulations promulgated thereunder. None of these transactions involved any underwriters, underwriting discounts or commissions, or any public offering, and the Lenders had adequate access, through their relationships with us, to information about us.

 

Our ordinary shares to be issued in the event of conversion of the Loan Amount and upon exercise of the Warrant will not be registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

  

JV Agreement with Amarantus

 

On November 24, 2018, we entered into a binding agreement with Amarantus Bioscience Holdings, Inc. (“Amarantus”), a biotechnology holding company, for the establishment of a joint venture to develop LymPro Test®, an immune-based neurodiagnostic blood test originally developed at the University of Leipzig, as a diagnostic blood test for detection of Alzheimer’s disease (the “Joint Venture Transaction”). The closing of the Joint Venture Transaction remained subject to our raising $1,000,000 in equity or debt financing.

 

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On February 27, 2019, following execution of the Loan Agreement described above, we signed a definitive joint venture agreement and closed the Joint Venture Transaction. Pursuant to the joint venture agreement, we issued to Amarantus 19.99% of our outstanding ordinary shares, in exchange for 19.99% of Breakthrough Diagnostics, Inc., a wholly-owned subsidiary of Amarantus, and Amarantus assigned to Breakthrough Diagnostics all of Amarantus’s rights to the LymPro Test and certain other diagnostic assets. In addition, Amarantus granted us an exclusive option to acquire the remaining 80.01% of Breakthrough Diagnostics in exchange for an additional 30.01% of our outstanding shares.

 

A copy of the joint venture agreement entered into with Amarantus is attached hereto as Exhibit 4.4 and is incorporated herein by reference. The foregoing description of the terms and conditions of the Joint Venture agreement is qualified in its entirety by reference to the full text of the joint venture agreement.

  

Financial Statements and Exhibits.

 

The following Exhibits are filed as part of this Report.

 

Exhibit

Number

  Description
     
4.1   Convertible Bridge Loan Agreement, dated February 27, 2019
4.2   Form of Convertible Promissory Note
4.3   Form of Ordinary Share Purchase Warrant
4.4   Share Purchase and Assignment of License Agreement among Todos Medical Ltd., Amarantus Bioscience Holdings, Inc., and Breakthrough Diagnostics, Inc., dated February 27, 2019
99.1   Press Release, dated February 28, 2019

   

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Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

TODOS MEDICAL LTD.

   
  By: /s/ Dr. Herman Weiss
    Name: Dr. Herman Weiss
    Title:   Chief Executive Officer

 

Date: February 28, 2019

 

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Exhibit 4.1

 

CONVERTIBLE BRIDGE LOAN AGREEMENT

 

THIS CONVERTIBLE BRIDGE LOAN AGREEMENT (this “ Agreement ”) is entered into as of the 27 th day of February 2019 (“Effective Date”), by and between Todos Medical Ltd. , an Israeli company (the “ Company ”), and the entities set forth on Schedule 1 attached hereto (the “ Investors ”).

 

WHEREAS , the Company requires an infusion of funds in order to finance the operations of the Company until the consummation of the Company’s proposed public financing and uplisting to the NASDAQ Market System; and

 

WHEREAS , the Investors are willing to make available a convertible bridge loan to the Company in the aggregate amount of around $1,500,000 (the “ Aggregate Loan Principal Amount ”) and therefore are willing to purchase and the Company is willing to sell a convertible promissory note and warrant on the terms and conditions set forth in this Agreement;

 

WHEREAS , the Company and the Investors are executing and delivering this Agreement in reliance upon an exemption from securities registration pursuant to Section 4(2) and/or Rule 506 of Regulation D (“ Regulation D ”) as promulgated by the U.S. Securities and Exchange Commission (the “ SEC ”) under the Securities Act of 1933, as amended (the “ Securities Act ”);

 

NOW, THEREFORE , the parties hereto hereby agree as follows:

 

Certain Definitions .

 

(a) “ Anti-Bribery Laws ” shall mean of any provision of any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “ FCPA ”), the U.K. Bribery Act 2010, or any other similar law of any other jurisdiction in which the Company operates its business, including, in each case, the rules and regulations thereunder.

 

(b) “ Applicable Laws ” shall mean applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines, ordinance or regulation of any governmental entity and codes having the force of law, whether local, national, or international, as amended from time to time, including without limitation (i) all applicable laws that relate to money laundering, terrorist financing, financial record keeping and reporting, (ii) all applicable laws that relate to anti-bribery, anti-corruption, books and records and internal controls, including the Anti-Bribery Laws, (iii) OFAC and any Sanctions Laws or Sanctions Programs, and (iv) CAATSA and any CAATSA Sanctions Programs, Anti-Money Laundering Laws.

 

(c) “ BHCA ” shall mean the Bank Holding Company Act of 1956, as amended.

 

(d) “ CAATSA ” shall mean Public Law No. 115-44 The Countering America’s Adversaries Through Sanctions Act.

 

(e) “ CAATSA Sanctions Programs ” shall mean a country or territory that is, or whose government is, the subject of sanctions imposed by CAATSA.

 

 

 

 

(f) “ Anti-Money Laundering Laws ” shall mean applicable financial recordkeeping and reporting requirements and all other applicable U.S. and non-U.S. anti-money laundering laws, rules and regulations, including, but not limited to, those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the United States Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001, and the United States Money Laundering Control Act of 1986 (18 U.S.C. §§1956 and 1957), as amended, as well as the implementing rules and regulations promulgated thereunder, and the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency or self-regulatory.

 

(g) “ OFAC ” shall mean the U.S. Department of Treasury’s Office of Foreign Asset Control.

 

(h) “ Sanctioned Country ” shall mean a country or territory that is the subject or target of a comprehensive embargo or Sanctions Laws prohibiting trade with the country or territory, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria.

 

(i) “ Sanctions Laws ” shall mean any sanctions administered or enforced by OFAC or the U.S. Departments of State or Commerce and including, without limitation, the designation as a “Specially Designated National” or on the “Sectoral Sanctions Identifications List”, collectively “Blocked Persons”), the United Nations Security Council (“ UNSC ”), the European Union, Her Majesty's Treasury (“ HMT ”) or any other relevant sanctions authority.

 

(j) “ Sanctions Programs ” shall mean any OFAC, HMT or UNSC economic sanction program including, without limitation, programs related to a Sanctioned Country.

 

(k) “ Sarbanes-Oxley Act ” means the Sarbanes-Oxley Act of 2002, as amended.

 

1. Convertible Bridge Loan .

 

1.1 Loan Principal . Each Investor agrees to lend to the Company the amount set forth opposite its name in Schedule 1 hereto (the “ Loan Principal ”), subject to the terms and conditions of this Agreement.

 

1.2 Interest . The Loan Principal will bear interest at a flat rate of ten percent (10%) of the Loan Principal (the “ Interest ”).

 

1.3 OID . The original issue discount for the bridge loan transaction shall be ten percent (10%) (the “OID”).

 

1.4 Closing . The closing of the bridge loan transaction (the “ Closing ”) will take place three (3) days following the Effective Date (the “ Closing Date ”). At the Closing, each Investor will transfer its Loan Principal minus the OID, ( i.e ., 90% of the Loan Principal), to the Company, in accordance with the wire transfer instructions provided in writing by the Company to the Investors. At the Closing, concurrently with the transfer of the Aggregate Loan Principal Amount minus the OID to the Company, the Company will deliver to each Investor a Convertible Promissory Note substantially in from attached hereto as Exhibit A (the “ Convertible Promissory Note ”).

 

1.5 Maturity Date . The Loan Principal plus the Interest shall be due six (6) months following the Closing Date (the “ Maturity Date ”).

 

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2. Conversion

 

2.1 Optional Conversion . Without derogating from the provisions of Section 3 below, each Investor shall have at any time after the Maturity Date (including immediately prior to an Event of Default, as defined below) the option to convert his Loan Principal plus the Interest into Ordinary Shares of the Company, at a conversion price equal to 70% of the lowest closing bid price of the Company’s Ordinary Shares in the five (5) days prior to the conversion as quoted by Bloomberg, LP.

 

2.2 Default Conversion . If an Event of Default (as defined in Section 3.2 below) shall have occurred, each Investor shall have the right to convert his Loan Principal plus the Interest into Ordinary Shares of the Company at a default conversion price equal to 60% of the lowest closing bid price of the Company’s Ordinary Shares in the fifteen (15) days prior to the conversion as quoted by Bloomberg, LP.

 

2.3 Share Certificates . The Company shall, promptly upon any conversion of an Investor’s Loan Principal plus the Interest, issue and deliver to the Investor a certificate representing the number of Ordinary Shares of the Company to which the Investor shall be entitled upon conversion of the Loan Principal and the Interest (bearing such legends as are required under applicable law, in the opinion of counsel of the Company).

 

2.4 Irrevocable Transfer Agent Instructions . At the Closing, the Company shall execute and deliver to the Company’s transfer agent an irrevocable transfer agent instruction in the form attached hereto at Exhibit C .

 

2.5 Conversion Limitation . Each Investor may not convert the Loan Principal and the Interest if the sum of (i) the number of Ordinary Shares beneficially owned by the Investor and its affiliates on conversion, (ii) any Ordinary Shares issuable in connection with the unconverted portion of the Loan Principal and the Interest, and (iii) the number of Ordinary Shares issuable upon the conversion of the Loan Principal and the Interest Note with respect to which the determination of this provision is being made, would result in beneficial ownership by the Investor and its affiliates of more than 4.99% of the outstanding Ordinary Shares of the Company. For the purposes of this provision, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. The Investor shall have the authority and obligation to determine whether the restriction contained in this Section 2.5 will limit any conversion hereunder. The Investor may waive the conversion limitation described in this Section 2.5, in whole or in part, upon and effective after 61 days prior written notice to the Company to increase its percentage ownership interest to up to 9.99%.

  

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3. Event of Default .

 

3.1 The Loan Principal and the Interest will become, in the Investor’s sole discretion, either immediately repayable or convertible pursuant to the terms set forth in Section 2.2 above, upon the occurrence of an Event of Default (as defined in Section 3.2 below) that occurs prior to the repayment of the Loan Principal and the Interest under Section 1 above.

 

3.2 For the purposes of this Agreement, an “ Event of Default ” shall be deemed to exist upon the occurrence of any of the following:

 

(a) Breach of Agreement . The Company breaches any material covenant or other term or condition of this Agreement, the Convertible Promissory Note or the Warrant and such breach, if subject to cure, continues for a period of twenty (20) business days after written notice to the Company from the Investor.

 

(b) Breach of Representations and Warranties . Any material representation or warranty of the Company made herein shall be false or misleading in any material respect as of the date made and the Closing Date.

 

(c) Breach of Covenants . Any breach of any covenant to which the Company is obligated hereunder.

 

(d) Failure to Repay . The Company fails to repay the Loan Principal plus the Interest on the Maturity Date and such failure continues for a period of ten (10) business days after the Maturity Date.

 

(e) Bankruptcy . Bankruptcy, insolvency, reorganization, or liquidation proceedings or other proceedings or relief under any bankruptcy law or any law, or the issuance of any notice in relation to such event, for the relief of debtors shall be instituted by or against the Company and if instituted are not dismissed within forty-five (45) days of initiation.

 

(f) Receiver or Trustee . The Company makes an assignment for the benefit of creditors, or consents to the appointment of a receiver or trustee for them or for a substantial part of their property or business; or such a receiver or trustee shall otherwise be appointed.

 

(g) Judgments . Any money judgment, writ or similar final process shall be entered or filed against the Company or any of its property or other assets for more than $200,000, and shall remain unvacated, unbonded, uncontested, unsatisfied, or unstayed for a period of forty-five (45) days.

 

(h) Stop Trade . A Securities and Exchange Commission or judicial stop trade order with respect to the Company’s Ordinary Shares is issued that lasts for five (5) or more consecutive trading days.

 

(i) Financial Statement Restatement . The restatement of any financial statements filed by the Company for any date or period from two years prior to the Effective Date until the Loan Principal is no longer outstanding, if the result of such restatement would, by comparison to the original financial statements, materially and adversely affect the Company's financial condition.

 

(j) The Company fails to (i) file a Registration Statement on Form F-1 in connection with a public offering of its securities, or (ii) apply for uplisting to the NASDAQ Market System, on or before the Maturity Date.

 

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4. Warrant Coverage

 

4.1 At the Closing, the Company shall deliver to each Investor an Ordinary Share Purchase Warrant (the “ Warrant ”), substantially in the form attached hereto as Exhibit B , providing each Investor with a right to purchase such number of fully-paid and non-assessable restricted Ordinary Shares of the Company (the “ Warrant Shares ”) in accordance with the following calculation:

 

(a) In the event of the consummation of the Company’s proposed public offering and uplisting to the NASDAQ Market System (the “Uplisting”), the number of Warrant Shares shall be equal in value to twenty-five percent (25%) of such Investor’s Loan Principal, at an exercise price that is equal to the price of the Company’s shares in the public offering; or

 

(b) In the event that the Investor converts the Loan Principal into ordinary shares of the Company pursuant to Section 2.1 or Section 2.2 above, then the number of Warrant Shares shall be equal in value to twenty-five percent (25%) of such Investor’s Loan Principal, at an exercise price that is equal to the closing bid price of the Company’s Ordinary Shares utilized per Section 2.1 or Section 2.2, as applicable, for the conversion of the Loan Principal.

 

4.2 The Warrant shall be issued with the number of Warrant Shares and the exercise price “to be determined”, pending consummation of the Uplisting or the conversion of the Loan Principal, as applicable. The Investor may exercise the Warrant at any time starting six (6) months following the Uplisting or the conversion of the Loan Principal, as applicable, and up to three (3) years thereafter.

 

5. Information on the Company

 

Each Investor has been furnished with or has had access at the EDGAR Website of the SEC to the Company's Form 20-F filed on May 15, 2018 for the fiscal year ended December 31, 2017 and the financial statements included therein for the year ended December 31, 2017, together with all subsequent filings made with the SEC available at the EDGAR website ("Reports"). In addition, each Investor may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Investor has requested in writing, identified thereon as "Other Written Information" and considered all factors such Investor deems material in deciding on the advisability of entering into this Agreement.

  

6. Representations, Warranties and Covenants of the Company

 

The Company hereby represents, warrants and covenants as follows:

 

6.1 Organization and Qualification . The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Israel, and has the requisite corporate power to own its properties and to carry on its business as it is now being conducted.

 

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6.2 Authorization, Enforceability . (i) The Company has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder in accordance with the terms hereof, (ii) the execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by the Company’s Board of Directors and further consent or authorization of the Company by its Board of Directors is not required; and (iii) upon the execution and delivery of this Agreement by the Company, this Agreement will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of creditors’ rights and remedies or by other equitable principles of general application.

 

6.3 Authorized Share Capital . The authorized share capital of the Company consists of 1,000,000,000 ordinary shares, par value NIS 0.01 per ordinary share, of which 72,399,932 ordinary shares are issued and outstanding.

 

6.4 Issuance of Shares . The Ordinary Shares of the Company that may be issued on conversion of the Loan Principal and on exercise of the Warrant, when so issued, sold and delivered, will be duly and validly issued, fully paid and nonassessable and will be issued in reliance upon applicable exemptions from the registration and qualification provisions of all applicable securities laws of the United States and each state whose securities laws may be applicable thereto. When issued, such Ordinary Shares will be issued free of any preemptive or similar right and free and clear of any claim, lien, security interest or other encumbrance.

 

6.5 Rule 144 Opinion Letter . The Company, at its cost, shall be responsible for supplying an opinion letter specific to the fact that the Ordinary Shares of the Company issued pursuant to conversion of the Principal Loan are exempt from registration requirements pursuant to Rule 144 (so long as the requirements of Rule 144 are satisfied), provided that the Investors will accept a “blanket” opinion letter that applies to the entirety of the Ordinary Shares that are issued upon conversion of the Aggregate Principal Loan Amount, so long as such letter is acceptable to Company’s Transfer Agent.

 

6.6 Reports Filed . The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “ Exchange Act ”) during the 2 years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (all of the foregoing filed within the 2 years preceding the date hereof as amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “ SEC Documents ”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Document prior to the expiration of any such extension (including pursuant to SEC from 12b-25). The Company has delivered to the Investors or its representatives, or made available through the SEC’s website at http://www.sec.gov, true and complete copies of the SEC Documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company and its subsidiaries included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

 

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6.7 10(b)-5 . The SEC Documents do not include any untrue statements of material fact, nor do they omit to state any material fact required to be stated therein necessary to make the statements made, in light of the circumstances under which they were made, not misleading.

 

6.8 Absence of Litigation . There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending against or affecting the Company, the Company’s ordinary shares, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect.

 

6.9 CAATSA . To the Company’s knowledge, neither the Company nor any director, officer, agent, employee or affiliate of the Company, is a Person that is, or is owned or controlled by a Person that has a place of business in, or is operating, organized, resident or doing business in a country or territory that is, or whose government is, the subject of the CAATSA Sanctions Programs.

 

6.10 Sarbanes-Oxley Act . The Company is in compliance with any and all applicable requirements of the Sarbanes-Oxley Act, that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the SEC thereunder that are applicable to the Company and effective as of the date hereof.

 

6.11 BHCA . The Company is not subject to BHCA and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve). The Company does not own or control, directly or indirectly, 5% or more of the outstanding shares of any class of voting securities or 25% or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. The Company does not exercise a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

 

6.12 Compliance with Applicable Laws . The operations of the Company are and have been conducted at all times in compliance Applicable Laws and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to Applicable Laws is pending or, to the knowledge of the Company, threatened.

 

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6.13 No Conflicts with Sanctions Laws . Neither the Company nor any director, officer, employee, agent, affiliate or other person associated with or acting on behalf of the Company is directly or indirectly owned or controlled by, a Person that is currently the subject or the target of any Sanctions Laws or is a Blocked Person; neither the Company, nor any director, officer, employee, agent, affiliate or other person associated with or acting on behalf of the Company, is located, organized or resident in a country or territory that is the subject or target of a comprehensive embargo, Sanctions Laws or Sanctions Programs prohibiting trade with a Sanctioned Country; the Company maintains in effect and enforces policies and procedures designed to ensure compliance by the Company with applicable Sanctions Laws and Sanctions Programs; neither the Company, nor any director, officer, employee, agent, affiliate or other person associated with or acting on behalf of the Company, acting in any capacity in connection with the operations of the Company, conducts any business with or for the benefit of any Blocked Person or engages in making or receiving any contribution of funds, goods or services to, from or for the benefit of any Blocked Person, or deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked or subject to blocking pursuant to any applicable Sanctions Laws or Sanctions Programs; no action of the Company in connection with (i) the execution, delivery and performance of this Agreement the Convertible Promissory Note and the Warrant (collectively referred to as the “ Transaction Documents ”), (ii) the issuance and sale of the Convertible Promissory Note and the Ordinary Shares issuable thereunder and upon exercise of the Warrant, or (iii) the direct or indirect use of proceeds from issuance of the Convertible Promissory Note or the consummation of any other transaction contemplated hereby or by the other Transaction Documents or the fulfillment of the terms hereof or thereof, will result in the proceeds of the transactions contemplated hereby and by the other Transaction Documents being used, or loaned, contributed or otherwise made available, directly or indirectly, to any subsidiary, joint venture partner or other person or entity, for the purpose of (i) unlawfully funding or facilitating any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions Laws or Sanctions Programs, (ii) unlawfully funding or facilitating any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions Laws or Sanctions Programs. For the past 5 years, the Company has not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions Laws, Sanctions Programs or with any Sanctioned Country.

 

6.13 No Conflicts with Anti-Bribery Laws . The Company has not made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law. Neither the Company, nor any director, officer, agent, employee or other person associated with or acting on behalf of the Company, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which the Company does or seeks to do business (a “ Private Sector Counterparty ”) or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any Anti-Bribery Laws, (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; the Company, will not directly or indirectly use the proceeds from the Convertible Promissory Note or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other person or entity for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; to the knowledge of the Company, there are, and have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company, or any of its respective current or former directors, officers, employees, stockholders, representatives or agents, or other persons acting or purporting to act on their behalf.

 

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6.14 No Disqualification Events . With respect to the Convertible Promissory Note to be offered and sold hereunder in reliance on Rule 506(b) under the 1933 Act (“ Regulation D Securities ”), none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company's outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the 1933 Act) connected with the Company in any capacity at the time of sale (each, an “ Issuer Covered Person ” and, together, “ Issuer Covered Persons ”) is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “ Disqualification Event ”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Investor a copy of any disclosures provided thereunder.

 

6.15 Listing and Maintenance Requirements . The Company’s ordinary shares are registered pursuant to Section 12(b) or 12(g) or (15(d) of the Exchange Act, and the Company has taken no action designed to terminate, or which to its knowledge is likely to have the effect of, terminating the registration of the ordinary shares under the Exchange Act nor has the Company received any notification that the SEC is contemplating terminating such registration. The Company has not, in the 12 months preceding the date hereof, received notice from the market on which its ordinary shares are listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such market. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.

 

6.16 Reporting Status . With a view to making available to the Investors the benefits of Rule 144 or any similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration, and as a material inducement to the Investors’ purchase of Convertible Promissory Note, the issuance of ordinary shares thereunder and upon exercise of the Warrant, the Company represents and warrants to the following: (i) the Company is, and has been for a period of at least 90 days immediately preceding the date hereof, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act (ii) the Company has filed all required reports under section 13 or 15(d) of the Exchange, as applicable, during the 12 months preceding the date hereof (or for such shorter period that the Company was required to file such reports), (iii) the Company is not an issuer defined as a “Shell Company,” and (iv) the Company is not an issuer that has been at any time previously an issuer defined as a “Shell Company.” For the purposes hereof, the term “Shell Company” shall mean an issuer that meets the description defined in paragraph (i)(1)(i) of Rule 144.

 

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7. Representations, Warranties, and Covenants of the Investors

 

Each Investor hereby represents, warrants, acknowledges, understands and agrees (as the case may be) to the following, and acknowledges that the Company's reliance on exemption from registration pursuant to a registration statement under the Securities Act of 1933, as amended (the “ Securities Act ”) is predicated upon the representations of the Investor set forth herein:

 

7.1 Authorization . The Investor has full power and authority to enter into this Agreement, and the Agreement has been duly executed by the Investor, and such authorization constitutes a valid and legally binding obligation of the Investor, enforceable in accordance with its terms.

 

7.2 No Registration . The Investor hereby acknowledges that the securities issued pursuant to this Agreement will not be issued by the Company pursuant to a registration statement under the Securities Act, and therefore the Investor may be required to hold the securities for an indeterminate period. The securities issued pursuant to this Agreement are issued in reliance upon a specific exemption from the registration requirement of the Securities Act which depends, in part, upon the accuracy of the representations, warranties, and agreements of the Investor set forth in this Agreement.

 

7.3 Investor Status . The Investor is: either (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act, or (ii) a non-U.S. Person for which the Company may rely on an exemption from the registration requirements of United States federal and the state securities laws under Regulation S promulgated under the Securities Act, or (iii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.

 

7.4 Investment Intent . The Investor is acquiring the securities for the Investor’s own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, which resale, distribution or fractionalization would violate the Securities Act. The Investor agrees that a legend to the foregoing effect may be placed upon any and all certificates issued representing the securities. Further, the Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the securities, for which the Investor is purchasing. The Investor acknowledges that he has been afforded the opportunity to ask questions of, and to obtain any information from, the Company and the Board of Directors as he or she deems necessary to determine the suitability and advisability of, and the merits and risk of, investing in the Company pursuant hereto.

 

7.5 Risk . The Investor is aware that: (i) investment in the Company involves a high degree of risk, may result in a lack liquidity, and places substantial restrictions on transferability of interest; and (ii) no Federal or state agency has made any finding or determination as to the fairness for investment by the public, nor has made any recommendation or endorsement, of the securities.

 

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7.6 Financial Ability . The Investor has sufficient financial resources available to support the loss of all or a portion of the Investor’s investment in the Company, has no need for liquidity in the investment in the Company, and is able to bear the economic risk of the investment. The Investor is sophisticated and experienced in investment matters, and, as a result, is in a position to evaluate an investment in the Company.

 

7.7 No Short Sales . Commencing from the Effective Date and continuing until the later of the Maturity Date or the conversion of the Loan Principal and the Interest, the Investor shall not enter into or effect, or attempt to induce any third party to enter into or effect, any short sales of the ordinary shares of the Company, or any hedging transaction which establishes a net short position with respect to the Ordinary Shares of the Company.

 

8. Covenants of the Company .

 

8.1 Compliance with Applicable Laws . While any Investor owns the Convertible Promissory Note, the Company shall comply with all Applicable Laws and will not willfully take any action which will cause the Investors to be in violation of any such Applicable Laws.

 

8.2 Conduct of Business . While the Investor owns the Convertible Promissory Note, the business of the Company shall not be conducted in violation of Applicable Laws.

 

8.3 While any Investor owns the Convertible Promissory Note, neither the Company, nor any of its, directors, officers, employees, representatives or agents, shall:

 

(i) conduct any business or engage in any transaction or dealing with or for the benefit of any Blocked Person, including the making or receiving of any contribution of funds, goods or services to, from or for the benefit of any Blocked Person;

 

(ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked or subject to blocking pursuant to the applicable Sanctions Laws, Sanctions Programs, located in a Sanctioned Country, or CAATSA or CAATSA Sanctions Programs;

 

(iii) use any of the proceeds of the transactions contemplated by this Agreement to finance, promote or otherwise support in any manner any illegal activity, including, without limitation, in contravention of any Anti-Money Laundering Laws, Sanctions Laws, Sanctioned Program, Anti-Bribery Laws or in any Sanctioned Country.

 

(iv) violate, attempt to violate, or engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, any of the Anti-Money Laundering Laws, Sanctions Laws, Sanctions Program, Anti-Bribery Laws, CAATSA or CAATSA Sanctions Programs.

 

8.4 While any Investor owns the Convertible Promissory Note, the Company shall maintain in effect and enforce policies and procedures designed to ensure compliance by the Company and its directors, officers, employees, agents, representatives and affiliates with Applicable Laws.

 

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8.5 While any Investor owns the Convertible Promissory Note, the Company will promptly notify such Investor in writing if any of the Company, or any of its directors, officers, employees, representatives or agents, shall become a Blocked Person, or become directly or indirectly owned or controlled by a Blocked Person.

 

8.6 The Company shall provide such information and documentation it may have as the Investor or any of their affiliates may reasonably request to satisfy compliance with Applicable Laws.

 

8.7 The covenants set forth above shall be ongoing while any Investor owns the Convertible Promissory. The Company shall promptly notify such Investor in writing should it become aware during such period (a) of any changes to these covenants, or (b) if it cannot comply with the covenants set forth herein. The Company shall also promptly notify such Investor in writing during such period should it become aware of an investigation, litigation or regulatory action relating to an alleged or potential violation of Applicable Laws.

 

8.8 Reporting Status . With a view to making available to the Investors the benefits of Rule 144 or any similar rule or regulation promulgated by the United States Securities and Exchange Commission (the “ SEC ”) that may at any time permit the Investor to sell securities of the Company to the public without registration, and as a material inducement to the Investors’ purchase of the Convertible Promissory Note and Warrant hereunder, the Company represents, warrants, and covenants to the following:

 

(i) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports;

 

(ii) From the date hereof until all the ordinary shares of the Company issued upon conversion of the Convertible Promissory Note or upon exercise of the Warrant either have been sold by all of the Investors, or may permanently be sold by the Investors without any restrictions pursuant to Rule 144, (the “ Registration Period ”) the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder;

 

(iii) The Company shall furnish to the Investors so long as any Investor owns a Convertible Promissory Note or a Warrant, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investor to sell such ordinary shares to be issued upon conversion of the Convertible Promissory Note or exercise of the Warrant pursuant to Rule 144 without registration; and

 

(iv) During the Registration Period the Company shall not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination.

 

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8.9 Use of Proceeds . The Company shall not use the proceeds from the issuance of the Convertible Promissory Note hereunder to fund, either directly or indirectly, any activities or business of or with any Blocked Person, in any Sanctioned Country, (iv) or in any manner or in a country or territory, that, at the time of such funding, is, or whose government is, the subject of CAATSA Sanctions Programs or (iv) in any other manner that will result in a violation of Anti-Money Laundering Laws, Sanctions Laws, Sanctioned Program, Anti-Bribery Laws or CAATSA Sanctions Programs.

 

9. Piggyback Registration Rights .

 

Until such time as the ordinary shares of the Company to be issued to the Investor either upon conversion of the Loan Principal or upon exercise of the Warrant (the “Shares”) are freely transferable pursuant to Rule 144 of the Securities Act, the Company shall grant the Investor piggyback registration rights with respect to the Shares; excluding, however, the Form F-1 being filed in connection with the Uplisting and any S-8 Registration Statement of the Company.

 

10. Conditions to Closing .

 

The obligations of the Investors hereunder to purchase the Convertible Promissory Note and the Warrant at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investors’ sole benefit and may be waived by the Investor at any time in its sole discretion:

 

10.1 The Company shall have executed the transaction documents and delivered the same to the Investors;

 

10.2 The Ordinary Shares of the Company shall be authorized for quotation or trading on the market on which they are listed and trading in the ordinary shares shall not have been suspended for any reason;

 

10.3 The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality hereunder, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date; and

 

10.4. The Investors shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Investors.

 

11. Limitation of Liability .

 

Neither party shall be liable hereunder for any indirect, special, or consequential losses or damages of any kind or nature whatsoever, including but not limited to lost profits, regardless of whether arising from breach of contract, warranty, tort, strict liability or otherwise, even if advised of the possibility of such loss or damage, or if such loss or damage could have been reasonably foreseen.

 

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12. Miscellaneous .

 

12.1 Each of the parties hereto shall perform such further acts and execute such further documents as may reasonably be necessary to carry out and give full effect to the provisions of this Agreement and the intentions of the parties as reflected thereby.

 

12.2 This Agreement shall be governed by and construed according to the laws of the State of New York, without regard to the conflict of laws provisions thereof and any dispute, claim or controversy involving this letter agreement, or the circumstances surrounding the purchase and sale of the Convertible Promissory Note and Warrant described herein shall be settled through binding arbitration in accordance with the Commercial Rules of the American Arbitration Association, in Manhattan, New York.

 

12.3 Except as otherwise expressly limited herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto.

 

12.4 This Agreement and the Exhibits hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof and supersede any prior agreement, understanding, or contract, written or oral, with respect to the subject matter hereof and thereof, including any convertible bridge loan agreements signed by the Investors in the three months prior to the Effective Date.

 

12.5 No delay or omission to exercise any right, power, or remedy accruing to any party upon any breach or default under this Agreement, shall be deemed a waiver of any other breach or default theretofore or thereafter occurring. All remedies, either under this Agreement or by law or otherwise afforded to any of the parties, shall be cumulative and not alternative.

 

12.6 If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision shall be excluded from this Agreement and the remainder of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms; provided, however, that in such event this Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction.

 

12.7 This Agreement may be executed in counterparts.

 

List of Exhibits :

 

Schedule 1 Investor Details – Loan
Exhibit A : Convertible Promissory Note
Exhibit B : Ordinary Shares Purchase Warrant
Exhibit C : Irrevocable Transfer Agent Instruction

 

[ Remainder of Page Left Blank ]

 

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IN WITNESS WHEREOF the parties have signed this Convertible Loan Agreement in one or more counterparts as of the date first hereinabove set forth.

 

The Company

 

Todos Medical Ltd .

 

/s/ Herman Weiss  
Name: Herman Weiss  
Title: CEO  
Date: February 27, 2019  

  

The Investors      
         
YA II PN, LTD.   DPH Investments Ltd.
     
By: Yorkville Advisors Global, LP      
Its: Investment Manager      
      /s/
By: Yorkville Advisors Global II, LLC   Name:  
Its: General Partner   Title:
      Date:
By: /s/ David Gonzalez      
Name: David Gonzalez      
Title:        
         
Zvi David Schnur   Gamliel Kagan
         
/s/ Zvi David Schnur   /s/ Gamliel Kagan
Name: Zvi David Schnur   Name: Gamliel Kagan
Date: February 26, 2019   Date: February 25, 2019
         
Joseph Schulman   Elliot Berkovits
         
/s/ Joseph Schulman   /s/ Elliot Berkovits
Name: Joseph Shulman   Name: Elliot Berkovits
Date: February 25, 2019   Date: February 25, 2019
         
Boneh Chavurot LLC   BSD Investments Inc.
         
/s/ Geoff Rochwarger   /s/
Name: Geoff Rochwarger   Name:  
Title: CEO   Title:  
Date: February 27, 2019   Date: February 25, 2019

 

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SCHEDULE 1

 

INVESTOR DETAILS – LOAN

 

Investor Name   Investor Address   Loan Principal  
YAII PN, Ltd.   1012 Springfield Ave.
Mountainside, NJ 07092
  $ 500,000  
Zvi David Schnur   Hativat HaNegev 39, Ashdod, Israel   $ 30,000  
DPH Investments Ltd.   Ashdod, Israel   $ 28,000  
Gamliel Kagan   11 Rechov HaIris, Bet Shemesh, Israel   $ 25,000  
Joseph Schulman   99 South End Drive,   $ 27,500  
Elliot Berkovits   Staten Island, NY 10314   $ 50,000  
Boneh Chavurot LLC   Bet Shemesh, Israel   $ 300,000  
BSD Investments Inc.   Jerusalem, Israel   $ 390,000  
    Aggregate Loan Principal Amount:   $ 1,350,500  

  

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EXHIBIT A

 

CONVERTIBLE PROMISSORY NOTE

 

17

 

 

EXHIBIT B

 

FORM OF ORDINARY SHARES PURCHASE WARRANT

 

 

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Exhibit 4.2

 

EXHIBIT A

 

FORM OF CONVERTIBLE PROMISSORY NOTE

 

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

 

Loan Principal : $_______ Issue Date : February __, 2019

 

CONVERTIBLE PROMISSORY NOTE

 

FOR VALUE RECEIVED, TODOS MEDICAL LTD., An Israeli company (hereinafter the “Company”), hereby promises to pay __________ (the “Holder”) or its registered assigns or successors in interest, without demand, a sum equal to ___________ Dollars ($______) (the “Loan Principal”), plus the Interest (as defined in Section 1 below), on August ___, 2019 (the “Maturity Date”), if not sooner paid.

 

This Convertible Promissory Note (the “Note”) has been entered into pursuant to the terms of a Convertible Bridge Loan Agreement between the Company and the Holder, dated of even date herewith (the “Convertible Loan Agreement”), and shall be governed by the terms of such Convertible Loan Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Convertible Loan Agreement.

 

The following terms shall apply to the Note:

 

1. Interest . The Loan Principal will bear interest at a flat rate of ten percent (10%) of the Loan Principal (the “Interest”).

 

2. Conversion

 

2.1 Optional Conversion . Without derogating from the provisions of Section 3 below, the Holder shall have at any time after the Maturity Date (including immediately prior to an Event of Default, as defined below) the option to convert the Loan Principal plus the Interest into Ordinary Shares of the Company, at a conversion price equal to 70% of the lowest closing bid price of the Company’s Ordinary Shares in the five (5) days prior to the conversion.

 

2.2 Default Conversion . If an Event of Default (as defined in Section 3 below) shall have occurred, the Holder shall have the right to convert the Loan Principal plus the Interest into Ordinary Shares of the Company at a default conversion price equal to 60% of the lowest closing bid price of the Company’s Ordinary Shares in the fifteen (15) days prior to the conversion.

 

 

 

 

2.3 Notice of Conversion . In the event that the Holder elects to convert any amounts outstanding under this Note into Ordinary Shares, the Holder shall give notice of such election by delivering an executed and completed notice of conversion (a “Notice of Conversion”) to the Company via electronic mail, which Notice of Conversion shall detail the amount being converted. The original Note is not required to be surrendered to the Company until all sums due under the Note have been paid. The date on which a Notice of Conversion is delivered or telecopied to the Company in accordance with the provisions hereof shall be deemed a “Conversion Date.” A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A

 

2.4 Delivery of Certificates. Within 3 Trading days of the receipt of a Conversion Notice hereunder, the Company at its expense will issue and deliver to the Holder of this Note a certificate or certificates for the number of shares of the Company issuable upon such conversion, bearing such legends as are required by applicable state and federal securities laws in the opinion of counsel to the Company.

 

If within 3 Trading Days after the Company’s receipt by electronic mail of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder for the number of ordinary shares to which the Holder is entitled upon such conversion of any Conversion Amount (a “ Conversion Failure ”), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) ordinary shares to deliver in satisfaction of a sale by the Holder of ordinary shares issuable upon such conversion that the Holder anticipated receiving from the Company (a “ Buy-In ”), then the Company shall, within 3 Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the ordinary shares so purchased (the Buy-In Price ), at which point the Company’s obligation to deliver such certificate (and to issue such ordinary shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such ordinary shares and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of ordinary shares , times (B) the Closing Price on the Conversion Date.

 

2.5 Mechanics and Effect of Conversion. No fractional shares shall be issued upon conversion of this Note. In lieu of issuing any fractional shares upon the conversion of this Note, the Company shall round up any fractional share to the next whole share. Upon conversion of this Note, the Company shall be forever released from all its obligations and liabilities with respect to the Loan Principal and accrued interest so converted, which shall be deemed to have been paid in full.

 

2.6 Adjustments to Conversion Price . The conversion price and number and kind of shares or other securities to be issued upon conversion shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

 

(a) Merger, Sale of Assets, etc . If (A) the Company effects any merger or consolidation of the Company with or into another entity, (B) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (C) any tender offer or exchange offer (whether by the Company or another entity) is completed pursuant to which holders of Ordinary Shares are permitted to tender or exchange their shares for other securities, cash or property, (D) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more persons or entities whereby such other persons or entities acquire more than the 50% of the outstanding shares of Ordinary Shares (not including any shares of Ordinary Shares held by such other persons or entities making or party to, or associated or affiliated with the other persons or entities making or party to, such stock purchase agreement or other business combination), (E) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate Ordinary Shares of the Company, or (F) the Company effects any reclassification of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares is effectively converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”), this Note, as to the unpaid principal portion thereof and accrued interest thereon, shall thereafter be deemed to evidence the right to convert into such number and kind of shares or other securities and property as would have been issuable or distributable on account of such Fundamental Transaction, upon or with respect to the securities subject to the conversion right immediately prior to such Fundamental Transaction. The foregoing provision shall similarly apply to successive Fundamental Transactions of a similar nature by any such successor or purchaser.

 

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(b) Reclassification, etc . If the Company at any time shall, by reclassification or otherwise, change the Ordinary Shares into the same or a different number of securities of any class or classes, this Note, as to the unpaid principal portion hereof and accrued interest hereon, shall thereafter be deemed to evidence the right to convert into an adjusted number of such securities and kind of securities as would have been issuable as the result of such change with respect to the Ordinary Shares immediately prior to such reclassification or other change.

 

(c) Stock Splits, Combinations and Dividends . If the Ordinary Shares are subdivided or combined into a greater or smaller number of Ordinary Shares, or if a dividend is paid on the Ordinary Shares in shares of Ordinary Shares, the Conversion Price shall be proportionately reduced in case of subdivision of shares or stock dividend or proportionately increased in the case of combination of shares, in each such case by the ratio which the total number of Ordinary Shares outstanding immediately after such event bears to the total number of Ordinary Shares outstanding immediately prior to such event.

 

2.7. Reservation . During the period the conversion right exists, Company will reserve from its authorized and unissued Ordinary Shares not less than one hundred percent (100%) of the number of shares to provide for the issuance of Ordinary Shares upon the full conversion of this Note. Company represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. Company agrees that its issuance of this Note shall constitute full authority to its officers, agents, and transfer agents who are charged with the duty of executing and issuing stock certificates to execute and issue the necessary certificates for Ordinary Shares upon the conversion of this Note.

 

2 .8 Issuance of Replacement Note . Upon any partial conversion of this Note, a replacement Note containing the same date and provisions of this Note shall, at the written request of the Holder, be issued by the Company to the Holder for the outstanding Loan Principal of this Note and the Interest which shall not have been converted or paid, provided Holder has surrendered an original Note to the Company. In the event that the Holder elects not to surrender a Note for reissuance upon partial payment or conversion, the Holder hereby indemnifies the Company against any and all loss or damage attributable to a third-party claim in an amount in excess of the actual amount then due under the Note, and the Company is hereby expressly authorized to offset any such amounts mutually agreed upon by Company and Holder or pursuant to a judgment in Company’s favor against amounts then due under the Note.

 

3. Event of Default

 

The occurrence of any of the following events of default (“Event of Default”) shall, at the option of the Holder hereof, make all sums of principal and interest then remaining unpaid hereon either (i) convertible in Ordinary Shares pursuant to the terms set forth in Section 2.2 above, or (ii) immediately due and payable, upon demand, without presentment, or grace period, all of which hereby are expressly waived, except as set forth below:

 

(a) Breach of Agreement . The Company breaches any material representation or warranty or covenant or other term or condition of the Convertible Loan Agreement and such breach, if subject to cure, continues for a period of twenty (20) business days after written notice to the Company from the Holder.

 

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(b) Breach of Representations and Warranties . Any material representation or warranty of the Company made in the Convertible Loan Agreement shall be false or misleading in any material respect as of the date made and the Closing Date.

 

(c) Failure to Repay . The Company fails to repay the Loan Principal plus the Interest on the Maturity Date and such failure continues for a period of ten (10) business days after the Maturity Date.

 

(d) Failure to Issue Ordinary Shares . The Company fails to issue ordinary shares to the Holder upon conversion of all or a portion of this Note pursuant to the terms hereunder.

 

(e) Bankruptcy . Bankruptcy, insolvency, reorganization, or liquidation proceedings or other proceedings or relief under any bankruptcy law or any law, or the issuance of any notice in relation to such event, for the relief of debtors shall be instituted by or against the Company and if instituted are not dismissed within forty-five (45) days of initiation.

 

(f) Receiver or Trustee . The Company makes an assignment for the benefit of creditors, or consents to the appointment of a receiver or trustee for them or for a substantial part of their property or business; or such a receiver or trustee shall otherwise be appointed.

 

(g) Judgments . Any money judgment, writ or similar final process shall be entered or filed against the Company or any of its property or other assets for more than $200,000, and shall remain unvacated, unbonded, uncontested, unsatisfied, or unstayed for a period of forty-five (45) days.

 

(h) Stop Trade . A Securities and Exchange Commission or judicial stop trade order with respect to the Company’s Ordinary Shares is issued that lasts for five (5) or more consecutive trading days.

 

(i) Financial Statement Restatement .   The restatement of any financial statements filed by the Company for any date or period from two years prior to the Effective Date until the Loan Principal is no longer outstanding, if the result of such restatement would, by comparison to the original financial statements, materially and adversely affect the Company’s financial condition.

 

(j) The Company fails to (i) file a Registration Statement on Form S-1 in connection with a public offering of its securities, or (ii) apply for uplisting to the NASDAQ Market System, on or before the Maturity Date.

 

4. Miscellaneous

 

4.1 Failure or Indulgence Not Waiver . No failure or delay on the part of the Holder hereof in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

 

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4.2 Notices . All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, facsimile, electronic mail , addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) (b) receipt, when sent by electronic mail (provided that the electronic mail transmission is not returned in error or the sender is not otherwise notified of any error in transmission or (c) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be: (i) if to the Company to: Todos Medical Ltd., 1 Hamada, Rehovot, Israel, Attn: Chief Financial Officer, with a copy by telecopier only to: SRK Law Offices, Oppenheimer 7, Rehovot, Israel, Attn: Steve Kronengold, telecopier: +972-8-936-6000, and (ii) if to the Holder, to the name, address and telecopy number set forth on the front page of this Note.

 

4.3 Amendment Provision . The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.

 

4.4 Assignability . This Note shall be binding upon the Company and its successors and assigns, and shall inure to the benefit of the Holder and its successors and assigns.

 

4.5 Cost of Collection . If default is made in the payment of this Note, Company shall pay the Holder hereof reasonable costs of collection, including reasonable attorneys’ fees.

 

4.6 Governing Law . This Note shall be governed by and construed in accordance with the laws of the State of New York, including, but not limited to, New York statutes of limitations. Any dispute, claim or controversy involving this Note shall be settled through binding arbitration in accordance with the Commercial Rules of the American Arbitration Association, in Manhattan, New York. Both parties and the individual signing this Agreement on behalf of the Company agree to submit to the jurisdiction of such courts. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or unenforceability of any other provision of this Note. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other decision in favor of the Holder. This Note shall be deemed an unconditional obligation of Company for the payment of money and, without limitation to any other remedies of Holder, may be enforced against Company by summary proceeding pursuant to New York Law or any similar rule or statute in the jurisdiction where enforcement is sought. For purposes of such rule or statute, any other document or agreement to which Holder and Company are parties or which Company delivered to Holder, which may be convenient or necessary to determine Holder’s rights hereunder or Company’s obligations to Holder are deemed a part of this Note, whether or not such other document or agreement was delivered together herewith or was executed apart from this Note.

 

4.7 Maximum Payments . Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company.

 

4.8. Construction . Each party acknowledges that its legal counsel participated in the preparation of this Note and, therefore, stipulates that the rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Note to favor any party against the other.

 

4.9 Shareholder Status . The Holder shall not have rights as a shareholder of the Company with respect to unconverted portions of this Note. However, the Holder will have the rights of a shareholder of the Company with respect to the Ordinary Shares to be received after delivery by the Holder of a Conversion Notice to the Company.

 

4.10 Non-Business Days . Whenever any payment or any action to be made shall be due on a Saturday, Sunday or a public holiday under the laws of the State of New York, such payment may be due or action shall be required on the next succeeding business day and, for such payment, such next succeeding day shall be included in the calculation of the amount of accrued interest payable on such date.  

 

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IN WITNESS WHEREOF , Company has caused this Note to be signed in its name by an authorized officer as of the ___ day of February, 2019.

  

  TODOS MEDICAL LTD.
   
  By:                
  Name:
  Title:  

 

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EXHIBIT A

 

NOTICE OF CONVERSION

 

(To be executed by the Registered Holder in order to convert the Note)

  

The undersigned hereby elects to convert $_________ of the principal and $_________ of the interest due on the Note issued by Todos Medical Ltd. (the “Company”) on _________________ into Ordinary Shares of the Company according to the conditions set forth in such Note, as of the date written below.

 

Date of Conversion:  
   
   
Conversion Price:  
   
   
Shares To Be Delivered:  
   
   
Signature:  
   
   
Print Name:  
   
   
Address:  
   
   

 

 

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Exhibit 4.3

 

EXHIBIT B

 

FORM OF ORDINARY SHARES PURCHASE WARRANT

 

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

 

  Right to Purchase such Number of Ordinary Shares of Todos Medical Ltd. as to be Determined (subject to adjustment as provided herein)

 

ORDINARY SHARES PURCHASE WARRANT

 

No. 2019-00__ Issue Date: February ___, 2019

 

TODOS MEDICAL LTD., a corporation organized under the laws of the State of Israel (the “Company”), hereby certifies that, for value received, ___________, or its assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company at any time commencing six (6) months after the Determination Date until 5:00 p.m. E.S.T. on the third (3 rd ) anniversary of the Determination Date (the “Expiration Date”), up to such number of Ordinary Shares of the Company as to be determined pursuant to Section 4 of Convertible Loan Agreement (the “Convertible Loan Agreement”), dated as of February 27, 2019, entered into by the Company and the Holder, fully paid and nonassessable Ordinary Shares of the Company at a per share purchase price as to be determined pursuant to Section 4 of Convertible Loan Agreement. The purchase price per share, as adjusted from time to time as herein provided, is referred to herein as the “Purchase Price.” The number and character of such Ordinary Shares and the Purchase Price are subject to adjustment as provided herein. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Convertible Loan Agreement.

 

As used herein the following terms, unless the context otherwise requires, have the following respective meanings:

 

(a) The term “Company” shall include Todos Medical Ltd. and any corporation which shall succeed or assume the obligations of Todos Medical Ltd. hereunder.

 

(b) The term “Determination Date” means the date on which the number of Warrant Shares and the Purchase Price are determined pursuant to Section 4 of the Convertible Loan Agreement.

 

(c) The term “Ordinary Shares” includes (a) the Company’s Ordinary Shares, NIS 0.01 par value per share, as authorized on the date of the Convertible Note Agreement, and (b) any other securities into which or for which any of the securities described in (a) may be converted or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.

 

 

 

 

(d) The term “Other Securities” refers to any stock (other than Ordinary Shares) and other securities of the Company or any other person (corporate or otherwise) which the holder of the Warrant at any time shall be entitled to receive, or shall have received, on the exercise of the Warrant, in lieu of or in addition to Ordinary Shares, or which at any time shall be issuable or shall have been issued in exchange for or in replacement of Ordinary Shares or Other Securities pursuant to Section 3 or otherwise.

 

(e) The term “Warrant Shares” shall mean the Ordinary Shares issuable upon exercise of this Warrant.

 

1. Exercise of Warrant .

 

1.1. Number of Shares Issuable upon Exercise . From and after the Determination Date through and including the Expiration Date, the Holder hereof shall be entitled to receive, upon exercise of this Warrant in whole in accordance with the terms of subsection 1.2 or upon exercise of this Warrant in part in accordance with subsection 1.3, Ordinary Shares of the Company, subject to adjustment pursuant to Section 3.

 

1.2. Full Exercise . This Warrant may be exercised in full by the Holder hereof by delivery of an original, pdf copy via electronic mail or facsimile copy of the form of subscription attached as Exhibit A hereto (the “Subscription Form”) duly executed by such Holder, and on a cash-basis by delivery within two days thereafter of payment, either in cash, by wire transfer, or by certified or official bank check payable to the order of the Company, in the amount obtained by multiplying the number of Ordinary Shares for which this Warrant is then exercisable by the Purchase Price then in effect (as may be adjusted to reflect any adjustment in the total number of Ordinary Shares issuable to the Holder per the terms of this Warrant), or on a cashless basis as provided for in Section 2 below. The original Warrant is not required to be surrendered to the Company until it has been fully exercised.

 

1.3. Partial Exercise . This Warrant may be exercised in part (but not for a fractional share) by delivery of a Subscription Form in the manner and at the place provided in subsection 1.2, either on a cashless basis or on a cash-basis, except that the amount payable by the Holder on such partial exercise shall be the amount obtained by multiplying (a) the number of whole Ordinary Shares designated by the Holder in the Subscription Form by (b) the Purchase Price then in effect. On any such partial exercise the Holder may surrender the original Warrant, and the Company, at its expense, will forthwith issue and deliver to or upon the order of the Holder hereof a new Warrant of like tenor, in the name of the Holder hereof or as such Holder (upon payment by such Holder of any applicable transfer taxes) may request, the whole number of Ordinary Shares for which such Warrant may still be exercised for the balance of.

 

1.4. Fair Market Value . Fair Market Value of an Ordinary Share as of a particular date (the “FMV Date”) shall mean:

 

(a) If the Company’s Ordinary Shares are traded on an exchange or is quoted on the NASDAQ Global Market, Nasdaq Global Select Market, the NASDAQ Capital Market, the New York Stock Exchange or the American Stock Exchange, LLC, then the average of the closing or last prices, respectively, reported for the ten trading days immediately preceding the FMV Date, as quoted by Bloomberg, LP;

 

(b) If the Company’s Ordinary Shares are not traded on an exchange or on the NASDAQ Global Market, Nasdaq Global Select Market, the NASDAQ Capital Market, the New York Stock Exchange or the American Stock Exchange, LLC, but is traded in the over-the-counter market, then the average of the closing bid price reported for the ten trading days immediately preceding the FMV Date, as quoted by Bloomberg, LP;

 

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(c) Except as provided in clause (d) below and Section 2.1, if the Company’s Ordinary Shares are not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or

 

(d) If the FMV Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company’s Articles of Association, then all amounts to be payable per share to holders of the Ordinary Shares pursuant to the Articles of Association in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Ordinary Shares in liquidation under the Articles of Association, assuming for the purposes of this clause (d) that all of the Ordinary Shares then issuable upon exercise of all of the Warrants are outstanding at the FMV Date.

 

1.5. Company Acknowledgment . The Company will, at the time of the exercise of the Warrant, upon the request of the Holder hereof acknowledge in writing its continuing obligation to afford to such Holder any rights to which such Holder shall continue to be entitled after such exercise in accordance with the provisions of this Warrant. If the Holder shall fail to make any such request, such failure shall not affect the continuing obligation of the Company to afford to such Holder any such rights.

 

1.6. Trustee for Warrant Holders . In the event that a bank or trust company shall have been appointed as trustee for the Holder of the Warrants pursuant to Subsection 3.2, such bank or trust company shall have all the powers and duties of a warrant agent (as hereinafter described) and shall accept, in its own name for the account of the Company or such successor person as may be entitled thereto, all amounts otherwise payable to the Company or such successor, as the case may be, on exercise of this Warrant pursuant to this Section 1.

 

1.7 Delivery of Stock Certificates, etc. on Exercise . The Company agrees that the Ordinary Shares purchased upon exercise of this Warrant shall be deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which delivery of a Subscription Form shall have occurred and payment made for such shares as aforesaid. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within three (3) business days thereafter (“Warrant Share Delivery Date”), the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the Holder hereof, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, a certificate or certificates for the number of duly and validly issued, fully paid and non-assessable Ordinary Shares (or Other Securities) to which such Holder shall be entitled on such exercise, plus, in lieu of any fractional share to which such Holder would otherwise be entitled, cash equal to such fraction multiplied by the then Fair Market Value of one full Ordinary Share, together with any other stock or other securities and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 or otherwise.

 

2. Cashless Exercise .

 

(a) Commencing six months after the Determination Date, provided such ordinary shares of the Company issuable here under are not subject to an effective registration statement, upon delivering a Subscription Form, in lieu of making payment of the aggregate Purchase Price in cash or by wire transfer, the Holder may elect instead to receive upon such exercise the “Net Number” of ordinary shares determined according to the following formula (the “ Cashless Exercise ”):

 

Net Number = (A x B) – (A x C)

B

 

Where for purposes of the foregoing formula:

 

A = the total number of Warrant Shares with respect to which this Warrant is then being exercised.

 

B = the average of the last price (if traded on an exchange) or closing bid price (if not traded on an exchange) of the Ordinary Shares for the five (5) Trading Days immediately prior to (but not including) the Exercise Date as quoted by Bloomberg, LP, or Fair Market Value, whichever is less on the date of exercise of the Warrant.

 

C = the Purchase Price then in effect for the applicable Warrant Shares at the time of such exercise.

 

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For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Convertible Loan Agreement.

 

3. Adjustment for Reorganization, Consolidation, Merger, etc.

 

3.1. Fundamental Transaction .  If, at any time while this Warrant is outstanding, (A) the Company  effects any merger or  consolidation  of the Company with or into another entity, (B) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions,  (C) any tender offer or exchange offer (whether by the Company or another entity) is completed pursuant to which holders of Ordinary Shares are permitted to tender or exchange their shares for other securities, cash or property, (D) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more persons or entities whereby such other persons or entities acquire more than the 50% of the outstanding Ordinary Shares (not including any Ordinary Shares held by such other persons or entities making or party to, or associated or affiliated with the other persons or entities making or party to, such stock purchase agreement or other business combination), (E) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate Ordinary Shares of the Company, or (F) the Company effects any reclassification of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares is effectively converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental  Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder, (a) upon exercise of this Warrant, the number of Ordinary Shares of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder of the number of Ordinary Shares for which this Warrant is exercisable immediately prior to such event or (b) if the Company is acquired in (1) a transaction where the consideration paid to the holders of the Ordinary Shares consists solely of cash, (2) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the 1934 Act, or (3) a transaction involving a person or entity not traded on a national securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market, cash equal to the Black-Scholes Value.  For purposes of any such exercise, the determination of the Purchase Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one Ordinary Shares in such Fundamental Transaction, and the Company shall apportion the Purchase Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Ordinary Shares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.  To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.  The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 2.1 and insuring that this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. “Black-Scholes Value” shall be determined in accordance with the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (i) a price per Ordinary Shares equal to the VWAP of the Ordinary Shares for the Trading Day immediately preceding the date of consummation of the applicable Fundamental Transaction, (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of the date of such request and (iii) an expected volatility equal to the 100 day volatility obtained from the HVT function on Bloomberg L.P. determined as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction.

 

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3.2. Dissolution . In the event of any dissolution of the Company following the transfer of all or substantially all of its properties or assets, the Company, prior to such dissolution, shall at its expense deliver or cause to be delivered the stock and other securities and property (including cash, where applicable) receivable by the Holder of the Warrants after the effective date of such dissolution pursuant to this Section 3 to a bank or trust company (a “Trustee”) having its principal office in New York, NY, as trustee for the Holder of the Warrants. Such property shall be delivered only upon payment of the Warrant exercise price.

 

3.3. Continuation of Terms . Upon any reorganization, consolidation, merger or transfer (and any dissolution following any transfer) referred to in this Section 3, this Warrant shall continue in full force and effect and the terms hereof shall be applicable to the Other Securities and property receivable on the exercise of this Warrant after the consummation of such reorganization, consolidation or merger or the effective date of dissolution following any such transfer, as the case may be, and shall be binding upon the issuer of any Other Securities, including, in the case of any such transfer, the person acquiring all or substantially all of the properties or assets of the Company, whether or not such person shall have expressly assumed the terms of this Warrant as provided in Section 4. In the event this Warrant does not continue in full force and effect after the consummation of the transaction described in this Section 3, then only in such event will the Company’s securities and property (including cash, where applicable) receivable by the Holder of the Warrants be delivered to the Trustee as contemplated by Section 3.2.

 

4. Extraordinary Events Regarding Ordinary Shares . In the event that the Company shall (a) issue additional Ordinary Shares as a dividend or other distribution on outstanding Ordinary Shares, (b) subdivide its outstanding Ordinary Shares, or (c) combine its outstanding Ordinary Shares into a smaller number of Ordinary Shares, then, in each such event, the Purchase Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Purchase Price by a fraction, the numerator of which shall be the number of Ordinary Shares outstanding immediately prior to such event and the denominator of which shall be the number of Ordinary Shares outstanding immediately after such event, and the product so obtained shall thereafter be the Purchase Price then in effect. The Purchase Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 4. The number of Ordinary Shares that the Holder of this Warrant shall thereafter, on the exercise hereof, be entitled to receive shall be adjusted to a number determined by multiplying the number of Ordinary Shares that would otherwise be issuable on such exercise by a fraction of which (a) the numerator is the Purchase Price that would otherwise be in effect, and (b) the denominator is the Purchase Price in effect on the date of such exercise.

 

5. Certificate as to Adjustments . In each case of any adjustment or readjustment in the Ordinary Shares (or Other Securities) issuable on the exercise of the Warrants, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional Ordinary Shares (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of Ordinary Shares (or Other Securities) outstanding or deemed to be outstanding, and (c) the Purchase Price and the number of Ordinary Shares to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the Holder of the Warrant and any Warrant Agent of the Company (appointed pursuant to Section 10 hereof).

 

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6. Reservation of Stock, etc. Issuable on Exercise of Warrant; Financial Statements . The Company will at all times reserve and keep available, solely for issuance and delivery on the exercise of the Warrants, all Ordinary Shares (or Other Securities) from time to time issuable on the exercise of the Warrant. This Warrant entitles the Holder hereof to receive copies of all financial and other information distributed or required to be distributed to the holders of the Company’s Ordinary Shares.

 

7. Assignment; Exchange of Warrant . Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a “Transferor”). On the surrender for exchange of this Warrant, with the Transferor’s endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement Form”) and together with an opinion of counsel reasonably satisfactory to the Company that the transfer of this Warrant will be in compliance with applicable securities laws, the Company will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a “Transferee”), calling in the aggregate on the face or faces thereof for the number of Ordinary Shares called for on the face or faces of the Warrant so surrendered by the Transferor.

 

8. Replacement of Warrant . On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement or security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation of this Warrant, the Company at its expense, twice only, will execute and deliver, in lieu thereof, a new Warrant of like tenor.

 

9. Maximum Exercise . The Holder shall not be entitled to exercise this Warrant on an exercise date in connection with that number of Ordinary Shares which would be in excess of the sum of (i) the number of Ordinary Shares beneficially owned by the Holder and its affiliates on an exercise date, and (ii) the number of Ordinary Shares issuable upon the exercise of this Warrant with respect to which the determination of this limitation is being made on an exercise date, which would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding Ordinary Shares on such date; provided that the restrictions on exercise set forth in this Section 9 shall not apply in event of completion of a Fundamental Transaction. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities 1934 Act, and Rule 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to aggregate exercises which would result in the issuance of more than 4.99%. The restriction described in this paragraph may be waived, in whole or in part, upon sixty-one (61) days prior notice from the Holder to the Company to increase such percentage to up to 9.99%, but not in excess of 9.99%. The Holder may decide whether to exercise this Warrant to achieve an actual 4.99% or up to 9.99% ownership position as described above, but not in excess of 9.99%.

 

10. Warrant Agent . The Company may, by written notice to the Holder of the Warrant, appoint an agent (a “Warrant Agent”) for the purpose of issuing Ordinary Shares (or Other Securities) on the exercise of this Warrant pursuant to Section 1, exchanging this Warrant pursuant to Section 7, and replacing this Warrant pursuant to Section 8, or any of the foregoing, and thereafter any such issuance, exchange or replacement, as the case may be, shall be made at such office by such Warrant Agent.

 

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11. Transfer on the Company’s Books . Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

 

12. Notices . All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received), (b) receipt, when sent by electronic mail (provided that the electronic mail transmission is not returned in error or the sender is not otherwise notified of any error in transmission or (c) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be: if to the Company, to: Todos Medical Ltd., 1 Hamada, Rehovot, Israel, Attn: Chief Financial Officer, with a copy by telecopier only to: Steve Kronengold, SRK Law Offices, Oppenheimer 7, Rehovot, Israel, Fax: +972-8-936-6000, and (ii) if to the Holder, to the address and telecopier number listed in the records of the Company, or such other address as such party may designate by notice hereunder.

 

13. Law Governing This Warrant . This Warrant shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any dispute, claim or controversy involving this Warrant shall be settled through binding arbitration in accordance with the Commercial Rules of the American Arbitration Association, in Manhattan, New York. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens . The Company and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

 

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IN WITNESS WHEREOF, the Company has executed this Warrant as of the date first written above.

 

  TODOS MEDICAL LTD.
     
  By:  
    Name:

 

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Exhibit A

 

FORM OF SUBSCRIPTION

(to be signed only on exercise of Warrant)

 

TO: TODOS MEDICAL LTD.

 

The undersigned, pursuant to the provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box):

 

☐ ________ Ordinary Shares covered by such Warrant.

 

☐ ________ the maximum number of Ordinary Shares covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2.

 

The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of (check applicable box or boxes)

 

☐ $__________ in lawful money of the United States and/or

 

☐ the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ Ordinary Shares (using a Fair Market Value of $_______ per share for purposes of this calculation); and/ or

 

☐ the cancellation of such number of Ordinary Shares as is necessary, in accordance with the formula set forth in Section 2, to exercise this Warrant with respect to the maximum number of Ordinary Shares purchasable pursuant to the cashless exercise procedure set forth in Section 2.

 

The undersigned requests that the certificates for such shares be issued in the name of, and delivered to ____________________________________________ whose address is ______________________________________________.

 

The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Ordinary Shares under the Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an exemption from registration under the Securities Act.

 

Dated:___________________  

 

(Signature must conform to name of holder as specified on the face of the Warrant)

 

 

 

(Address)

 

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Exhibit B

 

FORM OF TRANSFER OR ENDORSEMENT

(To be signed only on transfer of Warrant)

 

For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the within Warrant to purchase the percentage and number of Ordinary Shares of TODOS MEDICAL LTD. to which the within Warrant relates specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of TODOS MEDICAL LTD. with full power of substitution in the premises.

  

Transferees   Percentage Transferred   Number Transferred
         
         
         

 

Dated:  ______________, ___________    
    (Signature must conform to name of holder as specified on the face of the warrant)
     
Signed in the presence of:    
     
(Name)    
    (address)
     
ACCEPTED AND AGREED:    
[TRANSFEREE]    
    (address)
     
(Name)    

 

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Exhibit 4.4

 

SHARE PURCHASE AND ASSIGNMENT OF LICENSE AGREEMENT

 

THIS SHARE PURCHASE AND ASSIGNMENT OF LICENSE AGREEMENT (the “ Agreement ”) is made and entered into as of this 27 day of February, 2019 (the “ Effective Date ”), by and among (1) Todos Medical Ltd ., an Israeli company, with an address at Rechov HaMada 1, Rehovot 7670301, Israel, (“ Todos ”); (2) Amarantus Bioscience Holdings, Inc ., a Nevada corporation, with an address at 45 Wall St., Suite 920, New York, NY 10005 (“ Amarantus ”); and (3) Breakthrough Diagnostics, Inc ., a Nevada corporation, with an address at 45 Wall St., Suite 920, New York, NY 10005 (the “ Subsidiary ”). Todos, Amarantus, and Breakthrough shall be referred to collectively herein as the “ Parties, ” and each separately as a “ Party ”.

 

WHEREAS , Amarantus has entered into an amended and restated exclusive license agreement with the University of Leipzig (the “ License Agreement ”), attached hereto as Exhibit A , pursuant to which Amarantus has obtained an exclusive license to develop and commercialize the LymPro Test®, an immune-based neurodiagnostic blood test for the detection of Alzheimer’s disease (the “ License ”); and

 

WHEREAS , the Subsidiary is a wholly-owned subsidiary of Amarantus; and

 

WHEREAS , Todos is interested in issuing such number of Ordinary Shares of Todos, par value NIS 0.01 each, representing 19.99% of its issued and outstanding shares, to Amarantus, in exchange for Amarantus transferring to Todos 19.99% of the Subsidiary and assigning the License Agreement to the Subsidiary;

 

NOW THEREFORE , in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, and intending to be legally bound hereby, the Parties agree as follows:

 

1. The Transaction .

 

1.1 Subject to the terms and conditions set forth herein, (a) Todos shall issue to Amarantus fourteen million four hundred seventy-two thousand, seven hundred forty-six (14,472,736) Ordinary Shares of Todos, par value NIS 0.01 each, (the “ Todos Shares ”), representing post-issuance 19.99% of the issued and outstanding shares of Todos, and (b) Amarantus shall transfer to Todos nineteen thousand nine hundred ninety (19,990) shares of common stock of the Subsidiary, par value $0.001 each, (the “ Subsidiary Shares ”), representing 19.99% of the issued and outstanding shares of the Subsidiary (the “ Share Transaction ”). The Share Transaction shall be consummated at the closing as set forth in Section 2 below.

 

1.2 Subject to the terms and conditions set forth herein, Amarantus shall assign, transfer, and contribute to the Subsidiary all of Amarantus’s LymPro technology assets, including the License Agreement and the License, (the “ Lympro Technology ”), all as more fully detailed in Exhibit B attached hereto, (the “ Assignment Transaction ”, and together with the Share Transaction, the “ Transaction ”). The Assignment Transaction shall be consummated at the closing as set forth in Section 2 below.

 

 

  

2. Closing

 

2.1 The closing of the Transaction (the “Closing”) shall take place within three (3) business days of the Effective Date, or on such other date as agreed upon by the Parties (the “Closing Date”).

 

2.2 At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:

 

(a) Todos shall issue and deliver the Todos Shares to Amarantus;

 

(b) Amarantus shall transfer the Subsidiary Shares to Todos and deliver to Todos a Share Transfer Deed, substantially in the form attached hereto as Exhibit C , duly executed by Amarantus, evidencing the transfer of the Subsidiary Shares to Todos;

 

(c) Amarantus shall assign, transfer, and contribute the LymPro Technology to the Subsidiary, and deliver to Todos a copy of an Assignment and Assumption Agreement, substantially in the form attached hereto as Exhibit D , duly executed by Amarantus and the Subsidiary, evidencing the assignment of the LymPro Technology to the Subsidiary.

 

2.3 To the extent that the consent of any person is required for the assignment of the LymPro Technology to the Subsidiary, Amarantus shall (at its own expense) have obtained from the applicable persons the required consents on or prior to the Closing Date.

 

3. Information on Todos

 

Amarantus has been furnished with or has had access at the EDGAR Website of the SEC to the Todos Form 20-F filed on May 15, 2018 for the fiscal year ended December 31, 2017 and the financial statements included therein for the year ended December 31, 2017, together with all subsequent filings made with the SEC available at the EDGAR website (“Reports”). In addition, Amarantus may have received in writing from Todos such other information concerning its operations, financial condition and other matters as Amarantus has requested in writing, identified thereon as “Other Written Information” and considered all factors such Investor deems material in deciding on the advisability of entering into this Agreement.

 

4. Representations and Warranties of Todos .

 

Todos hereby represents and warrants to Amarantus as follows:

 

4.1 Organization and Qualification . Todos is a corporation duly organized, validly existing and in good standing under the laws of the State of Israel and has the requisite corporate power to own its properties and to carry on its business as it is now being conducted.

 

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4.2 Authorization, Enforceability . (i) Todos has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder in accordance with the terms hereof, (ii) the execution and delivery of this Agreement by Todos and the consummation by it of the transactions contemplated hereby have been duly authorized by Todos’s Board of Directors and further consent or authorization of Todos by its Board of Directors is not required; and (iii) upon the execution and delivery of this Agreement by Todos, this Agreement will constitute valid and binding obligations of Todos enforceable against Todos in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of creditors’ rights and remedies or by other equitable principles of general application.

 

4.3 Share Capital . The authorized share capital of Todos consists of 1,000,000,000 ordinary shares, par value NIS 0.01 per ordinary share, of which 72,399,932 ordinary shares are issued and outstanding.

 

4.4 Issuance of the Todos Shares . The Todos Shares to be issued, sold and delivered by Todos hereunder, when so issued, sold and delivered, will be duly and validly issued, fully paid and nonassessable and will be issued in reliance upon applicable exemptions from the registration and qualification provisions of all applicable securities laws of the United States and each state whose securities laws may be applicable thereto. All Todos Shares will be issued free of any preemptive or similar right and free and clear of any claim, lien, security interest or other encumbrance. Assuming the accuracy of Amarantus’s representations and warranties hereunder, the issuance to Amarantus of the Todos Shares will be exempt from the registration requirements of the Securities Act and will be made in reliance upon applicable exemptions from the registration and qualification provisions of all applicable state securities laws.

 

4.5 No Litigation . There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending against or affecting Todos, its ordinary shares, wherein an unfavorable decision, ruling or finding would have a material adverse effect on Todos.

 

4.6 Compliance with Applicable Laws . The operations of Todos are and have been conducted at all times in compliance applicable laws and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving Todos with respect to applicable laws is pending or, to the knowledge of Todos, threatened.

 

4.7 Listing and Maintenance Requirements . Todos’s ordinary shares are registered pursuant to Section 12(b) or 12(g) or (15(d) of the Exchange Act, and Todos has taken no action designed to terminate, or which to its knowledge is likely to have the effect of, terminating the registration of the ordinary shares under the Exchange Act nor has Todos received any notification that the SEC is contemplating terminating such registration. Todos has not, in the 12 months preceding the date hereof, received notice from the market on which its ordinary shares are listed or quoted to the effect that Todos is not in compliance with the listing or maintenance requirements of such market. Todos is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.

 

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5. Representations and Warranties of Amarantus .

 

Amarantus hereby represents, warrants, acknowledges, understands and agrees (as the case may be) to the following, and acknowledges that Todos’s reliance on exemption from registration pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) is predicated upon the representations of Amarantus set forth herein:

 

5.1 Organization and Qualification . Amarantus is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has the requisite corporate power to own its properties and to carry on its business as it is now being conducted.

 

5.2 Authorization, Enforceability . (i) Amarantus has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder in accordance with the terms hereof, (ii) the execution and delivery of this Agreement by Amarantus and the consummation by it of the transactions contemplated hereby have been duly authorized by Amarantus’s Board of Directors and further consent or authorization of Amarantus by its Board of Directors is not required; and (iii) upon the execution and delivery of this Agreement by Amarantus, this Agreement will constitute valid and binding obligations of Amarantus enforceable against Amarantus in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of creditors’ rights and remedies or by other equitable principles of general application.

 

5.3 The LymPro Technology Amarantus owns or possesses valid and enforceable licenses, free and clear of any lien, pledge, claim, charge, or encumbrance to the LymPro Technology, without any conflict with, or infringement of, the rights of others. Amarantus has the right and power to assign and transfer the LymPro Technology to the Subsidiary.

 

5.4 No Litigation . There is no civil, criminal or administrative suit, action, proceeding, arbitration, investigation, review or inquiry pending or, to Amarantus’s knowledge, threatened against or affecting Amarantus with respect to the LymPro technology, nor is there any judgment, decree, injunction, rule or order of any governmental authority or arbitrator outstanding against or affecting Amarantus with respect to the Lympro Technology. No event has occurred or circumstance exists which could reasonably be expected to give rise to or serve as a valid basis for the commencement of any litigation or claim by or against Amarantus with respect to the LymPro Technology.

 

5.5 The Todos Shares Are Not Registered . Amarantus hereby acknowledges that the Todos Shares will not be issued by Todos pursuant to a registration statement under the Securities Act, and therefore Amarantus may be required to hold the Todos Shares for an indeterminate period. The Todos Shares are issued pursuant hereto in reliance upon a specific exemption from the registration requirement of the Securities Act which depends, in part, upon the accuracy of the representations, warranties, and agreements of Amarantus set forth in this Agreement. The Todos Shares constitute “restricted securities” as defined in Rule 144 under the Securities Act and may be resold without registration under the Securities Act only in certain limited circumstances.

 

5.6 Investment Intent . Amarantus is acquiring the Todos Shares for Amarantus’s own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, which resale, distribution or fractionalization would violate the Securities Act. Amarantus agrees that a legend to the foregoing effect may be placed upon any and all certificates issued representing the Todos Shares. Further, Amarantus does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Todos Shares, for which Amarantus is purchasing. Amarantus acknowledges that he has been afforded the opportunity to ask questions of, and to obtain any information from, Todos and the Board of Directors as its deems necessary to determine the suitability and advisability of, and the merits and risk of, investing in Todos pursuant hereto.

 

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5.7 Risk . Amarantus has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the purchase of the Todos Shares. Amarantus is aware that: (i) investment in Todos involves a high degree of risk, may result in a lack liquidity, and places substantial restrictions on transferability of interest; and (ii) no Federal or state agency has made any finding or determination as to the fairness for investment by the public, nor has made any recommendation or endorsement, of the Todos Shares.

 

5.8 Financial Ability . Amarantus has sufficient financial resources available to support the loss of all or a portion of Investor’s investment in Todos, has no need for liquidity in the investment in Todos, is able to hold the Todos Shares for an indefinite period of time, and is able to bear the economic risk of the investment. Amarantus is sophisticated and experienced in investment matters, and, as a result, is in a position to evaluate an investment in Todos.

 

6. Representations and Warranties Relating to the Subsidiary

 

Amarantus and the Subsidiary hereby represent and warrant to Todos as follows:

 

6.1 Organization and Qualification . The Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has the requisite corporate power to own its properties and to carry on its business as it is now being conducted.

 

6.2 Authorization, Enforceability . (i) The Subsidiary has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder in accordance with the terms hereof, (ii) the execution and delivery of this Agreement by the Subsidiary and the consummation by it of the transactions contemplated hereby have been duly authorized by the Subsidiary’s Board of Directors and further consent or authorization of the Subsidiary by its Board of Directors is not required; and (iii) upon the execution and delivery of this Agreement by the Subsidiary, this Agreement will constitute valid and binding obligations of the Subsidiary enforceable against the Subsidiary in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of creditors’ rights and remedies or by other equitable principles of general application.

 

6.3 Subsidiary Share Capital . The authorized share capital of the Subsidiary consists of one million (1,000,000) shares of common stock, par value $0.001 per share, of which one hundred thousand (100,000) shares of common stock are issued and outstanding (the “ Subsidiary Issued Shares ”). All of the Subsidiary Issued Shares are lawfully owned by Amarantus. All voting rights in the Subsidiary are vested exclusively in the Subsidiary Issue Shares, and all of the Subsidiary Issued Shares are validly issued in compliance with applicable laws, fully paid and non-assessable. The Subsidiary does not have outstanding any bonds, debentures, notes or other obligations or securities the holders of which have the right to vote (or that are convertible into or exercisable for securities having the right to vote) with the shareholders of the Subsidiary

 

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6.4 No Rights to Acquire Shares . No subscription, warrant, option, convertible security or other right (contingent or otherwise) to purchase or acquire from the Subsidiary any equity interest of the Subsidiary is authorized or outstanding. The Subsidiary has no obligation (contingent or otherwise) to issue any subscription, warrant, option, convertible security or other such right, or to issue or distribute to holders of any equity interest any evidences of indebtedness or assets of the Subsidiary. The Subsidiary has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity interests or any interest therein or to pay any dividend or to make any other distribution in respect thereof. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Subsidiary.

 

6.5 The Subsidiary Shares . The Subsidiary Shares to be transferred by Amarantus to Todos hereunder, when so transferred and delivered, will be duly and validly issued, fully paid and nonassessable and will be issued free of any preemptive or similar right and free and clear of any claim, lien, security interest or other encumbrance. Except for Todos’s rights under this Agreement, no person has any written or oral agreement, option, understanding or commitment or any right or privilege (whether by law, contractual or otherwise) for the purchase or acquisition from Amarantus of any equity interests of the Subsidiary.

 

6.6 No Obligations or Liabilities . Prior to the Closing, the Subsidiary owns no assets, has no liabilities, has no employees, has no consultants, has no properties, and has conducted no business. Prior to the Closing, the Subsidiary has no outstanding indebtedness or liabilities.

 

6.7 No Litigation . There is no civil, criminal or administrative suit, action, proceeding, arbitration, investigation, review or inquiry pending or, to Amarantus’s knowledge, threatened against or affecting the Subsidiary, nor is there any judgment, decree, injunction, rule or order of any governmental authority or arbitrator outstanding against or affecting the Subsidiary. No event has occurred or circumstance exists which could reasonably be expected to give rise to or serve as a valid basis for the commencement of any litigation or claim by or against the Subsidiary.

 

7. Management of the Subsidiary

 

7.1 Following the Closing, the Board of Directors of the Subsidiary will consist of three (3) members, one of whom will be appointed by Amarantus and one of whom by Todos, and the third member will be appointed by the two directors.

 

7.2 Amarantus and Todos are hereby forming a Management Committee to advise the Subsidiary on its activities. The Management Committee will consist of six (6) members, with four (4) members to be appointed by Amarantus (initially, Gerald Commissiong, Dr. Elise Brownell, Dr. Michael Ropacki and Dr. Paula Trzepacz) and two (2) members to be appointed by Todos (Dr. Herman Weiss, and up to one other member. The Management Committee will meet regularly.

 

7.3 Upon the Closing, Gerald Commissiong shall be the only officer in the Subsidiary, subject to the acquisition director’s & officer’s insurance, which will obtained promptly, and will conduct operations subject to direction by the Management Committee. Responsibility for the appointments of other specified officers will be made by the Subsidiary’s management.

 

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8. Veto Rights

 

Following the Closing, the Subsidiary may not take any of the following actions without the express written consent of Todos or the Director appointed by Todos to the Board of the Subsidiary:

 

(a) amending the corporate/governing documents of the Subsidiary;

 

(b) the authorization or issuance of any shares or other rights or securities convertible into or exchangeable for shares;

 

(c) the merger, consolidation, acquisition or other reorganization of the Subsidiary, or the sale of all or substantially all of the Subsidiary’s assets or shares;

 

(d) the increase in the number of the Subsidiary’s Directors above five;

 

(e) the declaration or payment of any dividend;

 

(f) any transaction with any shareholder, director or officer of the Subsidiary or with an affiliated company or a direct relative of any shareholder, director or officer of the Subsidiary;

 

(g) the liquidation, dissolution or winding up of the Subsidiary or cessation of the Subsidiary’s activities;

 

(h) material changes to the Subsidiary’s annual business plan; and

 

(i) expenditures outside of the Subsidiary’s annual operating budget.

 

9. Non-Compete

 

Each of Todos and Amarantus agrees that it will not directly or indirectly (a) compete with the Subsidiary, (b) invest in, finance, or provide services to a competing business, (c) solicit customers or employees away from the Subsidiary, (d) disparage the Subsidiary or its reputation, or (e) use trade names similar to the Subsidiary’s name. This Section 9 will survive any termination of this Agreement.

 

10. Board of Directors of Todos

 

Following the Closing and until the next shareholders meeting of Todos, Amarantus shall be entitled to appoint one member to the Board of Directors of Todos.

 

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11. Option to Acquire the Subsidiary

 

11.1 For a period of sixty (60) days following the Closing, Todos shall have the option to acquire the remaining 80.01% of the Subsidiary held by Amarantus in exchange for the issuance to Amarantus of Ordinary Shares of Todos representing an additional thirty percent (30%) of Todos (the “ Option ”), such that upon consummation of the Option transaction Todos shall own 100% of the Subsidiary and Amarantus shall own 49.99% of Todos.

 

11.2 Todos shall notify Amarantus in writing of its intention to exercise the Option, and the closing of the Option transaction shall take place within fourteen (14) days of Amarantus’ receipt of such notice.

 

12. Miscellaneous .

 

12.1 Further Assurances . From and after the date of this Agreement, each Party shall execute and deliver such instruments, documents and other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

 

12.2 Governing Law; Jurisdiction . This Agreement shall be governed by and construed in accordance with the laws of Israel, without regard to the conflict of laws provisions thereof . The parties hereto irrevocably submit to the jurisdiction of the appropriate courts of Israel with respect to any suit, action or proceeding pertaining to this Agreement.

 

12.3 Successors and Assigns; Assignment . Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the Parties hereto. None of the rights, privileges, or obligations set forth in, arising under, or created by this Agreement may be assigned or transferred without the prior consent in writing of each Party to this Agreement.

 

12.4 Entire Agreement; Amendment and Waiver . This Agreement constitutes the full and entire understanding and agreement between the Parties with regard to the subject matters hereof and thereof. Only upon the written consent of Todos and Amarantus may any term of this Agreement be amended or performance of any term hereof be waived (either prospectively or retroactively and either generally or in a particular instance).

 

12.5 Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original and enforceable against the Party actually executing such counterpart, and all of which together shall constitute one and the same instrument.

 

12.6 Confidentiality . The Parties hereto agree that any information obtained from, or on behalf of the Parties in furtherance of or pursuant to this Agreement will be considered “confidential,” will be used solely for the purpose set out in this Agreement, and will not be used for any other purpose or disclosed to any person without the prior written consent of the Party providing such confidential information.

 

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IN WITNESS WHEREOF , the Parties have executed this Agreement on the date set forth above.

 

Todos Medical Ltd.   Amarantus Bioscience Holdings, Inc.
       
/s/ Herman Weiss   /s/ Gerald Commissiong
Name: Herman Weiss, MD   Name: Gerald Commissiong
Title: CEO   Title: President and CEO
Date:   Date:  
         
      Breakthrough Diagnostics, Inc.
         
      /s/ Gerald Commissiong
      Name: Gerald Commissiong
      Title: Interim CEO
      Date:  

 

List of Exhibits :

 

Exhibit A : License Agreement with the University of Leipzig
Exhibit B: LymPro Technology
Exhibit C : Form of Share Transfer Deed
Exhibit D : Form of Assignment and Assumption Agreement

 

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EXHIBIT A

 

AMENDED AND RESTATED LICENSE AGREEMENT WITH THE UNIVERSITY OF LEIPZIG

 

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EXHIBIT B

 

LYMPRO TECHNOLOGY

 

1. Amended and Restated Exclusive License Agreement with the University of Leipzig dated November 7, 2018 (the “License Agreement”)

 

2. The exclusive license to the Patent Rights and Related Materials pursuant to the License Agreement (the “License”)

 

3. Sponsored Research Agreement with the University of Leipzig dated November 7, 2018.

 

4. The LymPro Test, including the registered trademark.

 

5. MSPrecise, including
o US Patent Application 15/546,171
o Chinese Patent Application No. 201480075681.6

 

6. NeuroPro, including

o US Patent 9,547,012

 

7. All (a) copyrights (including software, databases, and related documentation), trademarks, service marks, logos, trade or business names, and all registrations of any of the foregoing, and all applications for registration thereof, and all goodwill associated therewith; (b) patents and patent applications, including without limitation continuations, continuations-in-part, divisionals, provisionals, reexaminations, reissue applications, and renewals, and (c) trade secrets, formulations, formulas, recipes, inventions, processes, know-how, and confidential information, relating to the foregoing.

 

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EXHIBIT C

 

FORM OF SHARE TRANSFER DEED

 

SHARE TRANSFER DEED

 

For value received, the undersigned, Amarantus Bioscience Holdings, Inc. (the “ Transferor ”), does hereby irrevocably sell, assign, transfer, convey, and deliver to Todos Medical Ltd. (the “ Acquiror ”), Nineteen Thousand Nine Hundred Ninety (19,990) shares of common stock, par value $0.001 each, of Breakthrough Diagnostics, Inc ., a Nevada corporation, (the “ Shares ” and the “ Company ”, respectively), standing in the name of the Transferor on the books of the Company.

 

Dated: February 27, 2019

 

The Transferor   The Acquiror
     
   
Amarantus Bioscience Holdings, Inc.   Todos Medical Ltd.
By: By:  
Title:            Title:  

 

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EXHIBIT D

 

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

 

ASSIGNMENT AND ASSUMPTION AGREEMENT

 

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “ Agreement ”) is entered into as of February __, 2019, by and between Amarantus Bioscience Holdings, Inc. , a Nevada corporation (“ Assignor ”), and Breakthrough Diagnostics, Inc. , a Nevada corporation (“ Assignee ”).

 

WHEREAS , Assignor and Assignee are parties to that certain Share Purchase and Assignment of License Agreement, dated on or about the date hereof (the “Purchase Agreement”); and

 

WHEREAS , pursuant to the Purchase Agreement, Assignor has agreed to assign to Assignee all of Assignor’s right, title, and interest in and to the LymPro technology assets listed on Schedule 1 to this Agreement (the “LymPro Technology”);

 

NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

1. Assignment . Assignor hereby transfers, assigns, and delivers to Assignee, and Assignee hereby accepts and acquires from Assignor, all of Assignor’s right, title and interest in and to the LymPro Technology, including all common law rights and goodwill associated therewith, free and clear of all encumbrances.

 

2. Further Assurances . Without further consideration, Assignor will promptly take all such further actions, and execute and deliver to Assignee all such further documents and instruments which Assignee may reasonably request for the purpose of carrying out the intent of this Agreement and evidencing or better effecting the assignment contained herein.

 

3. Recordation . Assignor hereby authorizes the United States Patent and Trademark Office, and other corresponding officials of other jurisdictions, as appropriate, to record this instrument and to record Assignee as the owner of the LymPro Technology with respect to any such intellectual property that is currently registered in Assignor’s name.

 

4. Heirs, Successors and Assigns . This Agreement shall bind and inure to the benefit of the parties hereto and to their respective successors and assigns.

 

5. Governing Law . This Agreement shall be governed by, and shall be construed according to, the laws of the State of New York, without regard to conflict of law rules.

 

6. Counterparts . This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original for all purposes, and all such counterparts shall together constitute but one and the same instrument.

 

7. The Purchase Agreement . This Agreement is subject to the terms of the Purchase Agreement, and nothing contained in this Agreement shall be deemed to modify, alter, or amend the terms and provisions of the Purchase Agreement.

 

8. Entire Agreement . This Agreement and the Purchase Agreement constitute the entire agreement between the parties and supersede any prior understandings, agreements, or representations by or between the parties, written or oral, that may have related in any way to the subject matter hereof.

 

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IN WITNESS HEREOF , the parties have executed this Agreement as of the date set forth above.

 

Amarantus Bioscience Holdings, Inc.   Breakthrough Diagnostics, Inc.
     
     
Name:   Name:
Title:   Title:
Date:   Date:

 

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SCHEDULE 1

 

LYMPRO TECHNOLOGY

 

1. Amended and Restated Exclusive License Agreement with the University of Leipzig dated November 7, 2018 (the “License Agreement”)

 

2. The exclusive license to the Patent Rights and Related Materials pursuant to the License Agreement (the “License”)

 

3. Sponsored Research Agreement with the University of Leipzig dated November 7, 2018.

 

4. The LymPro Test, including the registered trademark.

 

5. MSPrecise, including

o US Patent Application 15/546,171

o Chinese Patent Application No. 201480075681.6

 

6. NeuroPro, including

o US Patent 9,547,012

 

7. All (a) copyrights (including software, databases, and related documentation), trademarks, service marks, logos, trade or business names, and all registrations of any of the foregoing, and all applications for registration thereof, and all goodwill associated therewith; (b) patents and patent applications, including without limitation continuations, continuations-in-part, divisionals, provisionals, reexaminations, reissue applications, and renewals, and (c) trade secrets, formulations, formulas, recipes, inventions, processes, know-how, and confidential information, relating to the foregoing.

 

 

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Exhibit 99.1

 

 

Todos Medical Raises $1,350,500 In Funding and Finalizes Joint Venture Agreement with Amarantus Bioscience

 

●    JV to focus on the development of Alzheimer’s blood diagnostic LymPro Test 2.0

 

Rehovot, Israel and New York, NY – February 28, 2019 Todos Medical Ltd. (OTCQB: TOMDF), a clinical-stage in-vitro diagnostics company focused on the development of blood tests for the early detection of cancer, announced that it has raised $1,350,500 from private investors (see Todos Medical’s Form 6-K filed on February 28, 2019). With financing secured, Todos Medical has closed the Joint Venture transaction with Amarantus Biosciences whereby Todos Medical issued to Amarantus 19.99% of the outstanding ordinary shares of Todos Medical, in exchange for 19.99% of Amarantus’s wholly-owned subsidiary Breakthrough Diagnostics, Inc. In addition, as part of the transaction, Amarantus has assigned to Breakthrough Diagnostics all of Amarantus’s rights to the LymPro Test®, an immune-based neurodiagnostic blood test for detection of Alzheimer’s disease, and other diagnostic assets. Breakthrough Diagnostics will focus on the development of the LymPro Test, which was originally developed at the University of Leipzig.

 

“Todos Medical is proud to announce the finalization of our JV Agreement with Amarantus Biosciences. Our jointly-owned subsidiary Breakthrough Diagnostics will develop the LymPro Test 2.0, which is potentially the first diagnostic blood test for Alzheimer’s disease,” said Herman Weiss, MD MBA, CEO of Todos Medical. “We are optimistic that this venture will help us improve our understanding of how the body’s immune system responds to disease. Our goal is early diagnosis of disease. Currently, 5.2 million Americans have Alzheimers disease with 500,000 new diagnoses made every year. We are talking about the ability to have a positive impact on a staggering amount of lives”

 

“Todos Medical is working to commercialize its diagnostics cancer markers, which is a key value inflection for any diagnostic company.” said Gerald E. Commissiong, President & CEO of Amarantus. “We expect LymPro to help Todos Medical build upon its deep understanding of the interplay between immune system and aberrant cell proliferation processes that lead to disease. We believe this combination will help drive the clinical and commercial plan for LymPro and deliver significant shareholder value for Amarantus and Todos Medical.”

 

Under the terms of the JV Agreement, Todos Medical, has an exclusive option to acquire the remaining 80.01% of Breakthrough Diagnostics in exchange for an additional 30.01% of Todos Medical’s shares.

 

 

 

 

About Todos Medical Ltd.

Todos Medical Ltd. (OTCQB: TOMDF) an Israeli company headquartered in Rehovot, Israel, is a cancer in-vitro-diagnostic (“IVD”) company engaging in the development of a series of blood tests for the early detection of a variety of cancers. The company has developed two cancer screening tests based on TBIA (Todos Biochemical Infrared Analyses), a method for cancer screening using peripheral blood analysis. The TBIA screening method is based on the cancer’s influence on the immune system which triggers biochemical changes in peripheral blood mononuclear cells (“PBMC”) and plasma. This proprietary and patented method incorporates biochemistry, physics and signal processing. The company’s two cancer screening tests, TM-B1 and TM-B2 are CE marked in the EU.

 

For more information, the content of which is not part of this press release, please visit http://www.Todosmedical.com .

 

About the LymPro Test

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. We believe 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.

 

About Amarantus Bioscience Holdings, Inc.

Amarantus Bioscience Holdings (AMBS) is a JLABS alumnus biotechnology company developing treatments and diagnostics for diseases in the areas of neurology, regenerative medicine and orphan diseases through its subsidiaries. AMBS’ wholly-owned subsidiary Elto Pharma, Inc . has development rights to eltoprazine, a Phase 2b-ready small molecule indicated for Parkinson's disease levodopa-induced dyskinesia, Alzheimer’s aggression and adult attention deficit hyperactivity disorder, commonly known as ADHD. AMBS acquired the rights to the Engineered Skin Substitute program, a regenerative medicine-based approach for treating severe burns with full-thickness autologous skin grown in tissue culture that is being pursued by AMBS’ wholly-owned subsidiary Cutanogen Corporation . AMBS’ wholly-owned subsidiary MANF Therapeutics, Inc. owns key intellectual property rights and licenses from a number of prominent universities related to the development of the therapeutic protein known as mesencephalic astrocyte-derived neurotrophic factor (“MANF”). MANF Therapeutics, Inc . is developing MANF-based products as treatments for brain and ophthalmic disorders. MANF was discovered by the Company’s Chief Scientific Officer John Commissiong, PhD. Dr. Commissiong discovered MANF from AMBS’ proprietary discovery engine PhenoGuard.

 

For further information please visit www.Amarantus.com , or connect with the Amarantus on Facebook , LinkedIn , Twitter and Google+ .

 

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Forward-looking statements:  Certain statements contained in this press release may constitute forward-looking statements. For example, forward-looking statements are used when discussing our expected clinical development programs and clinical trials. These forward-looking statements are based only on current expectations of management, and are subject to significant risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, including the risks and uncertainties related to the progress, timing, cost, and results of clinical trials and product development programs; difficulties or delays in obtaining regulatory approval or patent protection for product candidates; competition from other biotechnology companies; and our ability to obtain additional funding required to conduct our research, development and commercialization activities. In addition, the following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: changes in technology and market requirements; delays or obstacles in launching our clinical trials; changes in legislation; inability to timely develop and introduce new technologies, products and applications; lack of validation of our technology as we progress further and lack of acceptance of our methods by the scientific community; inability to retain or attract key employees whose knowledge is essential to the development of our products; unforeseen scientific difficulties that may develop with our process; greater cost of final product than anticipated; loss of market share and pressure on pricing resulting from competition; and laboratory results that do not translate to equally good results in real settings, all of which could cause the actual results or performance to differ materially from those contemplated in such forward-looking statements. Except as otherwise required by law, neither Todos Medical nor Amarantus undertakes any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. For a more detailed description of the risks and uncertainties affecting Todos Medical and Amarantus, please refer to their reports filed from time to time with the U.S. Securities and Exchange Commission.

 

Amarantus Investor and Media Contact:

Howard Gostfrand

American Capital Ventures, Inc.

Office: 305-918-7000

Email: hg@amcapventures.com

 

Todos Medical Investor and Media Contact:
Daniel Hirsch
Investor Relations
Dan.h@todosmedical.com
(347) 699-0029

 

Source: Amarantus Bioscience Holdings, Inc.

 

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