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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