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 May 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:

 

x Form 20-F      o 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): ____

  

 

 

 

 

 

Submission of Matters to a Vote of Security Holders

 

On April 29, 2019, the Company held its Annual General Meeting of Shareholders, at which the shareholders of the Company approved the following proposals:

 

(1) The approval of a reverse share split of the Company’s ordinary shares within a range of 10:1 to 150:1, to be effective at the ratio and on a date to be determined by the Board of Directors of the Company, and to amend the Articles of Association of the Company accordingly;

 

(2) The approval of a change of control transaction with Amarantus Bioscience Holdings, Inc. (“Amarantus”), currently a 19.99% shareholder of the Company, whereby the Company will issue to Amarantus an additional thirty percent (30%) of the Company in exchange for obtaining Amarantus’s 80.01% ownership stake in our jointly-owned subsidiary Breakthrough Diagnostics, Inc. (“Breakthrough”), such that upon consummation of the transaction the Company will own 100% of Breakthrough and Amarantus will own 49.99% of the Company;

 

(3) The approval of a related-party, loan conversion transaction with Sorry Doll Ltd., a company owned by Assaf Gold, and S.B Nihul Mekarkein Ltd. (together, the “Assignees”), pursuant to which the Company will convert the Assignees’ existing loan to the Company in the amount of approximately US$350,000 into 3,500,000 Ordinary Shares of the Company, par value NIS 0.01, at a conversion price of ten cents (US$0.10) per share, and grant to each of the Assignees an option to purchase 3,500,000 Ordinary Shares of the Company, par value NIS 0.01, at an exercise price of twenty cents (US$0.20) per share;

 

(4) The approval of the entry by the Company into a related-party, distribution agreement with Care G. B. Plus Ltd. (“Care”), a company fifty-percent owned by Assaf Gold, pursuant to which the Company will appoint Care as its exclusive distributor in Israel for the Company’s breast cancer screening products;

 

(5) The ratification of the entry by the Company into a related-party, convertible bridge loan transaction with DPH Investments Ltd. (“DPH”), pursuant to which DPH provided the Company with a convertible bridge loan in the principal amount of $28,000;

 

(6) The approval of the compensation package of Dr. Herman Weiss, the Company’s Chief Executive Officer;

 

(7) The approval of the adoption by the Company of an executive compensation policy, in accordance with the requirements of Israeli law;

 

(8) The re-election of the following six directors, each to hold office until the Company’s 2020 Annual General Meeting of Shareholders: Herman Weiss, Rami Zigdon, Alon Ostrovitzky, Moshe Schlisser, Moshe Abramovitz, and Colin Bier; and

 

(9) The re-appointment of Fahn Kanne & Co. Grant Thornton Israel as the Company’s independent auditor for the year ending December 31, 2019.

  

The voting results were as follows:

  

Proposal 1  Votes For   Votes
Against
   Abstentions   Broker
Non-Votes
 
Approval of a reverse share split of the Company’s ordinary shares   59,100,940    1,166    0    0 

 

Proposal 2  Votes For   Votes
Against
   Abstentions   Broker
Non-Votes
 
The approval of a change of control transaction with Amarantus Bioscience Holdings, Inc   41,115,107    0    0    0 

  

1

 

 

Proposal 3  Votes For   Votes
Against
   Abstentions   Broker
Non-Votes
 
The approval of a related-party, loan conversion transaction with Sorry Doll Ltd. (“Sorry Doll”), a company owned by Assaf Gold and S.B Nihul Mekarkein Ltd.   53,850,940    0    1,166    0 

 

Proposal 4  Votes For   Votes
Against
   Abstentions   Broker
Non-Votes
 
The approval of the entry by the Company into a related-party, distribution agreement with Care G. B. Plus Ltd.   55,102,106    0    0    0 

 

Proposal 5  Votes For   Votes
Against
   Abstentions   Broker
Non-Votes
 
The ratification of the entry by the Company into a related-party, convertible bridge loan transaction with DPH Investments Ltd.   47,997,897    0    0    0 

 

Proposal 6  Votes For   Votes
Against
   Abstentions   Broker
Non-Votes
 
The approval of the compensation package of Dr. Herman Weiss, the Company’s Chief Executive Officer   59,100,940    1,166    0    0 

 

Proposal 7  Votes For   Votes
Against
   Abstentions   Broker
Non-Votes
 
The approval of the adoption by the Company of an executive compensation policy   59,100,940    1,166    0    0 

 

Proposal 8  Votes For   Votes
Against
   Abstentions   Broker
Non-Votes
 
Election of Director: Moshe Abramovitz   59,100,940    1,166    0    0 
Election of Director: Colin Bier   59,102,106    0    0    0 
Election of Director: Alon Ostrovitzky   59,102,106    0    0    0 
Election of Director: Moshe Schlisser   59,102,106    0    0    0 
Election of Director: Herman Weiss   59,102,106    0    0    0 
Election of Director: Rami Zigdon   59,102,106    0    0    0 

 

Proposal 9  Votes For   Votes
Against
   Abstentions   Broker
Non-Votes
 
The re-appointment of Fahn Kanne & Co. Grant Thornton Israel as the Company’s independent auditor for the year ending December 31, 2019   59,102,106    0    0    0 

  

2

 

 

Financial Statements and Exhibits.

 

The following Exhibits are filed as part of this Report.

 

Exhibit

Number

  Description
     
99.1   Press Release, dated May 3, 2019

  

3

 

 

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.
     
Date: May 3, 2019  By: /s/ Dr. Herman Weiss
    Name:  Dr. Herman Weiss
    Title: Chief Executive Officer

 

 

4

 

Exhibit 99.1

 

Todos Medical Announces Voting Results from 2019 Annual Shareholder Meeting

 

Rehovot, Israel and New York, NY – May 3, 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 and neurodegenerative disorders, such as Alzheimer’s disease, today announced that Todos Medical’s Annual Shareholder Meeting was held on Monday, April 29, 2019.

 

Shareholders adopted all of the proposals submitted for their approval. The proposals included:

 

Approval of completion of acquisition of Breakthrough Diagnostics, Inc. from Amarantus Biosciences Holdings, Inc.
Approval of loan conversion transaction with a current debt holder to convert $350,000 in debt to an equity position.
Re-election of the Board of Directors.
Adoption of a Compensation Policy for the Company.
Re-appointment of Fahn Kanne & Co. Grant Thornton, Israel as the Company’s independent auditor.

 

“This has been an exciting year for Todos Medical as we have moved forward on many key initiatives. The highlights of which are the advancement of our technology to the point of beginning the commercialization phase of our breast cancer screening product as well as the acquisition of Breakthrough Diagnostics, Inc., which expands our technology to the field of neurodegenerative disorders, ” said Dr. Herman Weiss, President & CEO of Todos. “I would like to thank our entire team for their tremendous efforts in helping Todos Medical further its core objective of developing blood tests for the early detection of cancer and neurodegenerative disorders, such as Alzheimer’s disease.

 

About Todos Medical Ltd.

Todos Medical Ltd. (OTCQB: TOMDF), an Israeli company headquartered in Rehovot, is an in-vitro-diagnostic (“IVD”) company engaged in the development of a series of blood tests for the early detection of a variety of cancers and neurodegenerative disorders, such as Alzheimer’s disease. 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.

 

Additionally, the company’s subsidiary, Breakthrough Diagnostics, Inc., owns the exclusive rights to the Lymphocyte Proliferation Test (LymPro Test®), 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. It is believed 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.

 

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

 

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, Todos Medical does not undertake 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, please refer to its reports filed from time to time with the U.S. Securities and Exchange Commission.

 

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