TODOS MEDICAL LTD. : Entry into a Material Definitive Agreement, 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 (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Todos Medical Ltd. (the "Company") and a family office (the "Purchaser") are parties to that certain Securities Purchase Agreement, dated as of July 9, 2020 (the "Purchase Agreement"), pursuant to which Purchaser purchased aggregate principal amount of $850,000 of convertible notes (the "July 2020 Convertible Notes") from the Company. On March 3, 2021, the Company and the Purchaser entered into a Closing Agreement (the "Closing Agreement") pursuant to which the Purchaser exercised its right to invest an additional $847,570 into the Company of July 2020 Convertible Notes (the "Tranche 2 Securities").

The Company agreed to file a registration agreement with respect to the common stock underlying the Tranche 2 Securities.

The foregoing description of the Closing Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Closing Agreement, a form of which is attached as Exhibit 10.1 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 8.01 Other Events.

The Company disclosed that it has extinguished $3,249,745 in outstanding convertible notes in 2021.

On March 10, 2021, the Company approved the Purchaser's acquisition of five separate convertible notes previously held by third party investors totaling $1,523,945, primarily consisting of the convertible notes issued in July 2020.

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