Todos Medical Ltd. Annual report pursuant to Section 13 and 15(d)

The Company's Annual General Meeting of Shareholders has approved compensation package for the Company's Chief Financial Officer that include inter alia (i) base salary of $225; (ii) grant of stock options to purchase 0.25% of the Company's issued and outstanding shares as of June 30, 2020, at an exercise price equal to the fair market value of the Company's shares on the date of grant, vesting quarterly over the course of five years; (iii) up to 30% cash bonus predefined milestones or milestone bonuses in form of Restricted Stock Units range of 25,000 up to 100,000 and cash bonus range of $75 up to $300 which are based on cumulative volume of sales range of $25,000 up to $100,000 ("Milestone Bonus Fee"); (iv) 0.5% of gross margin for the calendar year 2020 on Board approval of the Company's 2020 Financial Statements ("One-Time Bonus"); (v) an immediate grant of vested RSU equal to $100 based on the fair market value of the Company's shares as of July 28, 2020, in compensation for uncompensated efforts to the approval date

Compensation Packages for Officers and Members [Member] | Chief Financial Officer [Member] | General and Administrative [Member]

Expenses

205,000

Stock-based compensation

111,000

Compensation Packages for Officers and Members [Member] | Chief Financial Officer [Member] | Public Offering [Member]

Cash bonus

$ 175,000

Number of Options, Granted

20,000,000

Percentage of annual base cash bonus

50.00%

Compensation Packages for Officers and Members [Member] | Chief Financial Officer [Member] | Restricted Stock Units (RSUs) [Member]

Number of options, granted, value

$ 175,000

Compensation Packages for Officers and Members [Member] | Chief Financial Officer [Member] | Minimum [Member]

Restricted stock unit, shares

25,000

Cash bonus

$ 75,000

Volume of sales

$ 25,000,000

Compensation Packages for Officers and Members [Member] | Chief Financial Officer [Member] | Maximum [Member]

Restricted stock unit, shares

100,000

Cash bonus

$ 300,000

Volume of sales

$ 100,000,000

Compensation Packages for Officers and Members [Member] | Board of Directors [Member]

Base salary

$ 65,000

Cash bonus

$ 71,000

Commitment description

The Company's Annual General Meeting of Shareholders has approved compensation packages for the Company's members of the Board of Directors and its committees that include inter alia (i) each board member will receive $65 annual salary (to be paid quarterly after our uplisting closes) and $150 in RSU vesting quarterly over three years; (ii) the Chairman of the board will receive $65 annual salary (to be paid quarterly after our uplisting closes) and $150 in RSU annually; (iii) Lead Independent Director is entitled to receive additional 25% of annual board cash compensation; (iv) a grant of RSU of the Company upon consummation of the Company's planned public offering in an amount not to exceed the grant received by the Chief Financial Officer upon that event ("Uplist Fee")

Compensation Packages for Officers and Members [Member] | Board of Directors [Member] | General and Administrative [Member]

Expenses

537,000

Stock-based compensation

$ 349,000

Compensation Packages for Cheif Executive Officers and Members [Member] | Chief Financial Officer [Member]

Percentage of purchase of the company's issued and outstanding

0.25%

Charitable Pledge Agreement [Member]

Commitment description

On September 25, 2020 ("Effective Date") the Company entered into Charitable Pledge Agreement ("Charitable Contribution Agreement") with MOTOPARA, under which the Company obligate to irrevocable pledge to MOTOPARA for the use and benefit gift amounted to $1,500 according to the funding schedule as determined in the Charitable Contribution Agreement (the "Charitable Contribution").

Charitable contribution amount

$ 425,000

Collaboration Agreement [Member]

Commitment description

The Company shall provide to Integrated 1-year loan for up to $1,500 (the "Loan"), according to funding schedule as determined in the Collaboration Agreement. Integrated has the option to accept or not accept any funding schedule for the Loan. Each Loan tranche shall bear interest at a rate of 2% and repayment shall commence only upon full Loan funding, or in the event Integrated refuses a Loan tranche. The Loan will be payable in monthly installment payments over 5-years period and will commence only upon the Collaborators receipt of the first contract to provide testing services, expected to be with the State of Louisiana.

Prepaid expenses

$ 250,000

Option Agreement [Member]

Expenses

$ 3,000,000

Commitment description

On December 13, 2019 (the "Effective Date"), the Company entered into an exclusive Option Agreement (the "Option Agreement") with Strategic Investment Holdings, LLC ("SIH"), Ascenda BioSciences LLC ("Ascenda") and Provista Diagnostics, Inc. ("Provista") pursuant to which at any time after the Effective Date through March 31, 2020 the Company has the right but not the obligation to acquire the shares of Provista in consideration for the number of ordinary shares of the Company equal to a value of $10,000 based on the volume weighted average price ("VWAP") of the last 20 trading days prior to exercise of the option, provided that the Company's ordinary shares are listed on a national exchange at the time of the closing of the transaction (the "Call Option"). It was agreed that with respect to the Option exercise, the Company will issue number of ordinary shares of the Company equal to a value of $1,000 at the VWAP of the last 20 trading days prior to execution of the Option Agreement. In addition, it was agreed that the Call Option may be extended by the Company to June 30, 2020 by issuance of additional number of ordinary shares equal to a value of $1,000 at the VWAP of the last 20 trading days prior to exercising the extension of the Call Option (the "Call Option Extension").

Share value

$ 1,000,000

Option Agreement [Member] | NIS [Member]

Shares issued, price per share

$ 0.01

Distribution Agreement [Member] | Minimum [Member]

Obligation

B.G. Negev Technologies and Applications Ltd and Mor Research Applications Ltd [Member] | License Agreement [Member]

Minimum royalty payable year one

$ 10,000

Minimum royalty payable year two

25,000

Minimum royalty payable year three

$ 50,000

Non cancellable minimum royalties

476,000

423,000

Non cancellable minimum royalties current

291,000

235,000

Non cancellable minimum royalties noncurrent

$ 185,000

$ 188,000

Future cash payments discounted interest rate

21.00%

Royalty payments

$ 250,000

University of Leipzig [Member] | License Agreement [Member]

Minimum royalty payable year one

$ 35,000

Minimum royalty payable year two

35,000

Minimum royalty payable year three

15,000

License issuance fee

$ 80,000

Percentage of royalties on sublicense income

10.00%

Amortization expenses

$ 170,000

University of Leipzig [Member] | License Agreement [Member] | Upon Sale of Licensed Product [Member]

Milestone payable

$ 75,000

University of Leipzig [Member] | License Agreement [Member] | FDA Approval [Member]

Milestone payable

150,000

University of Leipzig [Member] | License Agreement [Member] | Upon Reaching $5 Million Net Sales [Member]

Milestone payable

$ 150,000

University of Leipzig [Member] | License Agreement [Member] | After 7 Years [Member]

Percentage of royalties on net sales

2.00%

Care G.B. Plus Ltd. [Member] | Lease Agreement [Member]

Lease term

2 years

Lease existence of option to extend

true

Care G.B. Plus Ltd. [Member] | Lease Agreement [Member] | Israel, New Shekels

Consideration

$ 500,000

Compensation Structure of Collaboration [Member] | Collaboration Agreement [Member]

Commitment description

After deducting all out-of-pocket expenses and loan reimbursement to the Company as it relates to the establishment and ongoing funding of the Collaboration, each Collaborator agrees to divide any potential profit 33.33% to the Company, 33.33% to MOTOPARA and 33.33% to Integrated.

Strategic Investment Holdings, LLC, Ascenda BioSciences LLC and Provista Diagnostics, Inc. [Member] | Option Agreement [Member] | Call Option [Member]

Number of Options, Granted

18,608,113

13,008,976

17,091,096

[1]

On July 29, 2020 (the "Commitment Date"), the Company held its Annual General Meeting of Shareholders, at which the shareholders of the Company approved compensation packages for two officers that include inter alia the Company is obligated to grant of 2,545,083 stock options which are exercisable into the same number of shares of common stock at an exercise price of $0.095 per share and shall become vested quarterly over a 5-year period from its grant date. At the Commitment Date, the Company by assistance of third-party appraiser measured the fair value of the stock options in total amount of $206 by using Black-Scholes-Merton pricing model in which the assumptions that have been used are as follows: expected dividend yield of 0%; risk-free interest rate of 0.25%; expected volatility of 131.9%, and stock options exercise period based upon the stated terms. Consequently, the Company recorded stock-based compensation expense in total amount of $56 as part of "General and Administrative Expenses" line in operations in the accompanying consolidated statement of operations. In addition, as one-time bonus as compensation for uncompensated efforts to date, the Company is obligated to grant fully vested shares equal to $275 based on the fair market value of the Company's shares as of July 28, 2020. The Company recorded stock-based compensation expense of this amount as part of "General and Administrative Expenses" line in operations in the accompanying consolidated statement of operations. Moreover, upon consummation of the Company's planned public offering the Company will grant 30,000,000 restricted stock units bonus to the aforesaid officers. At the Commitment Date and December 31, 2020, the likelihood that the Performance Milestone for consummation of the Company's planned public offering was not considered as probable. Thus, During the year ended December 31, 2020, stock-based compensation expense has not been recorded with respect to the Performance Milestone. For the year ended December 31, 2020, the Company recorded stock-based compensation expense amounting to $331 as part of "General and Administrative Expenses" line in operations in the accompanying consolidated statement of operations.

[2]

On March 25, 2019, the Company's Board of Directors approved the employment agreement (the "Agreement") with Dr. Herman Weiss, ("Dr. Weiss") whereby will serve as the Company"s Chief Executive Officer effective retroactive commencing August 1, 2018, in exchange for compensation package that include inter alia stock options to purchase 5% of the Company's issued and outstanding shares as of March 25, 2019, at an exercise price equal to the fair market value of the Company's shares on the grant date, in accordance with the vesting schedule under which 25% of the stock options will vest on grant and the remaining 75% of the stock options will vest upon consummation of the Company's planned public offering ("Performance Milestone"). On April 29, 2019 (the "Commitment Date"), the Company held its Annual General Meeting of Shareholders, at which the Company's shareholders approved inter alia the aforesaid Agreement. The likelihood that the Performance Milestone for consummation of the Company's planned public offering was determined to be remote due to termination of Dr. Weiss from his position as the Company's Chief Executive Officer at the beginning of January 2020. Thus, During the year ended December 31, 2019, stock-based compensation expense has not been recorded with respect to the Performance Milestone. At the Commitment Date, the Company by assistance of third-party appraiser measured the fair value of 1,129,836 stock options which are not subject to Performance Milestone in total amount of $208 by using Black-Scholes-Merton pricing model in which the assumptions that have been used are as follows: expected dividend yield of 0%; risk-free interest rate of 2.54%; expected volatility of 125.2%, and stock options exercise period based upon the stated terms. Consequently, the Company recorded stock-based compensation expense in such amount as part of "General and Administrative Expenses" line in operations in the accompanying consolidated statement of operations for the year ended December 31, 2019.