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    TOMDF   IL0011392375

TODOS MEDICAL LTD.

(TOMDF)
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TODOS MEDICAL LTD. : Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Other Events, Financial Statements and Exhibits (form 8-K)

04/23/2021 | 10:34am EDT

Item 1.01 Entry into a Material Definitive Agreement.

On April 19, 2021, Todos Medical Ltd. (the "Company") entered into an Agreement to Purchase Provista Diagnostics, Inc. ("Agreement to Purchase") with Strategic Investment Holdings, LLC ("SIH"), Ascenda BioSciences LLC ("Ascenda") and Provista Diagnostics, Inc. ("Provista"). Ascenda was the sole owner of the outstanding securities of Provista and SIH is the sole owner of all the outstanding securities of Ascenda.

Pursuant to the Agreement to Purchase, the Company acquired Provista from Acenda and SIH for an aggregate purchase price of $7.5 million consisting of an initial cash payment of $1.25 million, the issuance of $1.5 million in Company common shares priced at $0.0512 per share, the issuance of a $3.5 million convertible promissory note dated April 19, 2021 (the "Note") and the payment on for before July 1, 2021 of $1.25 million in cash (the "July Payment"). The Provista shares acquired by the Company shall remain in an escrow account until the July Payment is made. The Note has a maturity date of April 8, 2025 and is convertible beginning on October 20, 2021 into Company common shares at a conversion price equal to the lesser of $0.05 or the volume weighted average price of the last 20 trading days for the common shares prior to the date of conversion. In the event that the Company uplists its common shares to a national securities exchange, the Note shall automatically be exchanged into preferred stock with a conversion price equal to the lesser of (a) $0.05, (b) the opening price on the day of the uplisting provides there is no transaction associated with the uplisting or (c) the deal price of an uplisting transaction. The Company's obligation to deliver the July Payment by July 1, 2021 is secured by the Provista shares through a Security Agreement dated as of April 19, 2021 by and between SIH, Ascenda and Provista. The Company has the option of extending the payment of the July Payment to July 15, 2021 by paying SIH and Ascenda $250,000 on or before July 1, 2021 (the "Extension Payment"). In the event the Company pays the July Payment by July 15, 2021, the Extension Payment shall be credited towards the July Payment.

The foregoing descriptions of the Agreement to Purchase, the SPA, the Note and the Security Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Agreement to Purchase, SPA, Note and the Security Agreement, 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. 2.01 Completion of Acquisition or Disposition of Assets.

The information included in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 2.01.

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 8.01 Other Events.




On April 22, 2021, the Company issued a press release announcing that it has acquired Provista. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits





(d) Exhibits.



10.1   Agreement to Purchase Provista Diagnostics, Inc. dated April 19, 2021.
10.2   Securities Purchase Agreement dated April 19, 2021.
10.3   Convertible Promissory Note dated April 19, 2021.
10.4   Security Agreement dated April 19, 2021
99.1   Press release dated April 22, 2021.




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Financials (USD)
Sales 2020 5,21  - -
Net income 2020 -29,8 M - -
Net Debt 2020 10,5 M - -
P/E ratio 2020 -0,65x
Yield 2020 -
Capitalization 26,4 M 26,4 M -
EV / Sales 2019 -
EV / Sales 2020 7 726 750x
Nbr of Employees 7
Free-Float 73,5%
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Income Statement Evolution
Managers and Directors
NameTitle
Gerald E. Commissiong President, Chief Executive Officer & Director
Daniel Hirsch Chief Financial Officer & Director
Herman Weiss Chairman
Elise Brownell Vice President-Research & Development
Jorge Leon Chief Medical & Scientific Officer
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