Item 4.01 Changes in Registrant's Certifying Accountant
Dismissal of Independent Registered Public Accounting Firm
On June 23, 2021, the Audit Committee of the Board of Directors (the "Audit
Committee") of Todos Medical Ltd. (the "Company") dismissed Fahn Kanne & Co.
Grant Thornton Israel ("FKGT"), the Company's independent registered public
accounting firm.
FKGT's audit reports on the Company's consolidated financial statements as of
and for the fiscal years ended December 31, 2020 and 2019 did not contain an
adverse opinion or a disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles, except that Grant Thornton
Israel's report, dated April 21 2021, on the Company's consolidated financial
statements as of and for the fiscal years ended December 31, 2020 and 2019
included an explanatory paragraph indicating that there was substantial doubt
about the Company's ability to continue as a going concern.
During the fiscal years ended December 31, 2020 and December 31, 2019,
respectively, and the subsequent interim period through June 23, 2021, there
were (i) no disagreements between the Company and FKGT on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
FKGT, would have caused FKGT to make reference to the subject matter of the
disagreement in their reports on the Company's consolidated financial statements
for such years.
During the fiscal years December 31, 2020 and 2019 and the subsequent interim
period through June 23, 2021, there were no "reportable events" (as defined in
Item 304(a)(1)(v) of Regulation S-K under the Exchange Act), except that for the
fiscal years ended December 31, 2020 and 2019 and the three months ended March
31, 2021, based upon an evaluation of the effectiveness of the design and
operation of its disclosure controls and procedures, the Chief Executive Officer
and Chief Financial Officer of the Company concluded that its disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the Exchange Act) were not effective solely as a result of the lack of
sufficient internal accounting personnel, segregation of duties and lack of
sufficient internal controls (including IT general controls) . Based on the
foregoing, it was determined that the Company had a material weakness as of
December 31, 2020 relating to its internal controls over financial reporting,
and such material weakness had not yet been remediated as of March 31, 2021.
The Company provided FKGT with a copy of the disclosures it is making in this
Current Report on Form 8-K (the "Report") prior to the time the Report was filed
with the Securities and Exchange Commission (the "SEC"). The Company requested
that FKGT furnish a letter addressed to the SEC stating whether or not it agrees
with the statements made herein. A copy of FKGT's letter, dated June 25, 2021,
is attached hereto as Exhibit 16.1.
Engagement of New Independent Registered Public Accounting Firm
On June 23, 2021, the Audit Committee appointed Yarel & Partners ("Yarel") as
the Company's independent registered public accounting firm to audit the
Company's consolidated financial statements for the year ended December 31,
2021.
During the fiscal years ended December 31, 2020 and December 31, 2019,
respectively, and the subsequent interim period through June 23, 2021, neither
the Company nor anyone on the Company's behalf consulted Yarel with respect to
either (i) the application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that might be
rendered on the Company's financial statements, and no written report or oral
advice was provided to the Company by Yarel that Yarel concluded was an
important factor considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue; or (ii) any matter that was
either the subject of a disagreement, as that term is described in
Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act and the related
instructions to Item 304 of Regulation S-K under the Exchange Act, or a
reportable event, as that term is defined in
Item 304(a)(1)(v) of Regulation S-K under the Exchange Act.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
16.1 Letter from Fahn Kanne Grant Thornton to the U.S. Securities and Exchange
Commission dated June 25, 2021-2-
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