Item 1.01 Entry into a Material Definitive Agreement.
On July 7, 2021, Todos Medical Ltd. (the "Company") entered into a Securities
Purchase Agreement (the "SPA") with an institutional investor (the "Purchaser")
pursuant to which the Company has agreed to issue a promissory convertible note
(the "Note") to the Purchaser in the principal amount of $1,535,714 for proceeds
of $1,075,000 (the "Transaction"). The closing occurred on July 7, 2021 (the
"Closing Date"). The Note has a maturity date of one year from the date of
issuance and pays interest at a rate of 4% per annum. The Note is convertible
into shares of Common Stock (the "Conversion Shares") at a conversion price of
$0.0599 (the "Conversion Price). In addition, the Purchaser received a warrant
(the "Warrant") to purchase up to 3,440,000 shares of Common Stock (the "Warrant
Shares") of the Company with an exercise price equal to $0.107415 per share. The
Warrant is exercisable for 5 years from the date of issuance. From the Closing
Date until 180 days thereafter, the Company shall be restricted from issuing or
entering into any agreement to issue any shares of Common Stock, except under
certain circumstances. This provision shall no longer be in effect if the
closing sale price of the Common Stock exceeds $0.10. The Company intends to use
the net proceeds for general corporate purposes.
The Company has agreed to file a registration statement with the Securities and
Exchange Commission registering for resale of the Conversion Shares and the
Warrant Shares (the "Registration Statement). Subsequent to the effective date
of such registration statement, if the closing sale price of the Common Stock
averages less than the then Conversion Price over a period of ten (10)
consecutive trading days, the Conversion Price shall reset to such average
price. If the 10-day volume weighted average price of the Common Stock continues
to be less than the Conversion Price then the Conversion Price should reset to
such 10-day average price with a maximum of a 20% discount from the initial
Conversion Price.
The foregoing descriptions of the SPA, the Note and the Warrant do not purport
to be complete and are qualified in their entirety by reference to the full text
of the SPA, Note and Warrant, forms of which are attached as Exhibit 10.1, 10.2
and 10.3, respectively, to this Current Report on Form 8-K, and are incorporated
herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 of this Form 8-K is hereby incorporated by
reference into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The information included in Item 1.01 of this Form 8-K is hereby incorporated by
reference into this Item 3.02.
The issuance of the securities described in item 1.01 was deemed to be exempt
from the registration requirements of the Securities Act of 1933, as amended
(the "Securities Act"), by virtue of Section 4(a)(2) and Rule 506 promulgated
thereunder.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
10.1 Form of Securities Purchase Agreement dated July 7, 2021.
10.2 Form of Promissory Convertible Note.
10.3 Form of Warrant.
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