Todos Medical Ltd. announced that it has entered into a securities purchase agreement with Kips Bay Select Lp for a private placement of a promissory convertible note for gross proceeds of $1,075,000 on July 7, 2021. The note will be issued at a discount of 30% on the principal amount of $1,535,714. The note has a maturity date of one year from the date of issuance and pays interest at a fixed rate of 4% per annum. The note is convertible into common shares of the company at a fixed conversion price of $0.0599. At the company’s option and upon 30 days’ notice to the investor, 33% of the outstanding principal and accrued and unpaid interest of the note may be redeemed at any time at an amount equal to 115% of the repayment amount. The company will also issue a warrant to the investor, to purchase up to 3,440,000 common shares of the company with an exercise price of $0.107415 per share. The warrant is exercisable for 5 years from the date of issuance. The company will pay to the investor a transaction fee of $25,000. The company will issue securities pursuant to exemption from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) and Rule 506 promulgated thereunder.