Item 1.01 Entry into a Material Definitive Agreement.
On April 27, 2021, Todos Medical Ltd. (the "Company") entered into a Securities
Purchase Agreement (the "SPA") with Yozma Global Genomic Fund (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 $4,714,285.71 for
proceeds of $3,300,000 (the "Transaction"). 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 16,458,196 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.
The Company has agreed to file a registration statement with the Securities and
Exchange Commission registering for resale the Conversion Shares and the Warrant
Shares. 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 Securities Purchase Agreement dated April 27, 2021 .
10.2 Form of Promissory Convertible Note .
10.3 Form of Warrant .
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